MedWellAI, Inc 10-K for FY2026
MedWellAI, Inc. (MWAI)
About this 10-K
MedWellAI, Inc filed this 10-K on October 13, 2026, covering the fiscal year ended June 30, 2026 (FY2026).
Headline figures
Fiscal year ended June 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $527.86K
- down 11.2% from $594.77K a year earlier
- Net loss
- $1.59M
- compared with a net loss of $3.61M a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
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For the fiscal year ended | |
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TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
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For the transition period from __________ to __________ | |
Commission file number:
(Exact Name of Registrant as Specified in Its Charter) |
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(State or Other Jurisdiction of Incorporation or Organization) |
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(Address of principal executive offices) (Zip Code)
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(Registrant’s Telephone Number, Including Area Code)
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act:
Indicate by check mark whether 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 Exchange Act. Yes ☐
Indicate by check mark whether the registrant (1) has filed all reports required 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 check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or 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, 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 |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant 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
On December 31, 2025, the last business day of the registrant’s most recently completed second quarter, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $
As of October 7, 2026, the registrant had
TABLE OF CONTENTS
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Forward-Looking Statements
All statements in this Annual Report on Form 10-K, other than historical fact or present financial information, may be deemed to be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements that address activities, outcomes and other matters that should or may occur in the future, including, without limitation, statement regarding the financial position, business strategy, growth, projections and other plans and objectives for our future operations, are forward-looking statements. Although we believe the expectations expressed in such forward-looking statements, they are not guarantees of future performance. We have no obligation and make no undertaking to publicly update or revise any forward-looking statements, except as may be required by law.
Forward-looking statements include the items identified in the preceding paragraph, information concerning possible or assumed future results of operations and other statements in this Annual Report, and can be identified by terminology such as “may,” “will,” “should,” “expects,” “intend,” “anticipates,” “believes,” “could,” “estimates,” “plans,” “potential,” “predicts,” “project,” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
Readers of this Annual Report should carefully consider such risks, uncertainties and other information, disclosures and discussions which contain cautionary statements identifying important factors that could cause our actual results to differ materially from those provided in forward-looking statements. Readers should not place undue reliance on forward-looking statements contained in this Annual Report. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.
As used in this Annual Report, the terms “we,” “us,” “our,” the “Company,” and “MedWellAI” mean MedWellAI, Inc., unless otherwise indicated.
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PART I
Item 1. Business.
We were incorporated in the State of Nevada on March 22, 2011 under the name Lightcollar, Inc. In March 2015, we changed our name to EMS Find, Inc. On May 30, 2017, Integrated Ventures, Inc. (“Integrated Ventures”), a Nevada corporation, was formed as a wholly owned subsidiary of the Company. Pursuant to an Agreement and Plan of Merger dated May 30, 2017, Integrated Ventures was merged into the Company, with the Company being the surviving corporation and changing its name to Integrated Ventures, Inc. In July 2024, the Company formed three wholly-owned subsidiaries, MedWell Direct, LLC (“MedWell Direct”), MedWell Facilities, LLC (“MedWell Facilities”), and MedWell USA, LLC (“MedWell USA), all of which were organized in the State of Nevada. In June 2025, we changed our name to MedWellAI, Inc.
On August 29, 2024, the Company, through MedWell Direct, consummated its acquisition of 51% of the membership interests of Healthy Lifestyle USA LLC, a Florida limited liability company (“Healthy Lifestyle”).
We are a publicly traded company (OTCQB: MWAI), based in Clearwater, Florida, that is focused on earning commissions through the use of a fully automated e-commerce platform that connects in-office buyers with multiple FDA-registered 503B pharmacies, offering GLP-1 weight management therapies, peptides and other compounds.
The Company also markets a turnkey, custom solution for qualified procurement agents and resellers to market in-office use products.
This e-commerce platform enables procurement agents and resellers to market products to licensed healthcare providers, wellness spas and telemedicine companies in a 100% automated, cost-effective, efficient, compliant and profitable manner without requiring any infrastructure investment.
Key features of the platform include access to multiple 503B outsourcing facilities, over 100 products, personalized pricing, direct payment deposits, custom domain options, and onboarding support.
The platform allows for seamless ordering, fulfillment, and shipping managed directly by the 503B facilities.
Recent Material Developments
Series B Certificate of Amendment
On April 16, 2026, the Company filed with the Secretary of State of the State of Nevada a Certificate of Amendment (the “Series B Certificate of Amendment”) to the Certificate of Designation, Preferences and Rights of Series B Convertible Preferred Stock of the Company, which was originally filed on December 21, 2015 and corrected on November 7, 2016. Pursuant to the Series B Certificate of Amendment, the Company has increased the designated and authorized number of shares of Series B Convertible Preferred Stock from 1,000,000 to 1,500,000.
Share Exchange and Series C Amended and Restated Certificate of Designation
On July 21, 2025, the Company entered into a Share Exchange Agreement (the “Exchange Agreement”), pursuant to which the Company and BHP Capital NY, Inc. (the “BHP”) agreed to effect a consolidation and exchange of securities (the “Exchange”), whereby BHP agreed to exchange (i) 3,000 shares of Series D Preferred Stock of the Company and (ii) 1,500 shares of Series C Preferred Stock of the Company (collectively, the “Pre-Exchange Shares”) for an aggregate of 6,500 shares of newly designated Series C Preferred Stock, subject to terms and conditions set forth in the Exchange Agreement. As part of the Exchange, the Company agreed to retire $2,133,081 in accrued but unpaid dividends due to BHP pursuant to its ownership of the Pre-Exchange Shares.
On August 1, 2025, pursuant to the Exchange Agreement, the Company filed an Amended and Restated Certificate of Designation of Preferences, Rights, and Limitations (the “Series C A&R Certificate of Designation”) of Series C Convertible Preferred Stock of the Company (the “Series C Preferred Stock”) with the Secretary of State of the State of Nevada. The following is a summary of the terms of the Series C Preferred Stock, as amended:
| · | Dividends. Holders of Series C Preferred Stock shall be entitled to receive, and the Company shall pay, dividends on shares of Series C Preferred Stock equal to (on an as-if-converted-to-Common-Stock basis) and in the same form as dividends actually paid on shares of the Company’s Common Stock (the “Common Stock”) when, as and if such dividends are paid on shares of the Common Stock. |
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| · | Voting Rights. The Series C Preferred Stock will vote together with the Common Stock on an as-converted basis subject to certain beneficial ownership limitations. In addition, for as long as any shares of Series C Preferred Stock are outstanding, the Company shall not, without the affirmative vote of the holders of a majority of the then outstanding shares of the Series C Preferred Stock (a) amend or alter the rights, powers, or preferences of the Series C Preferred Stock; (b) authorize or issue any class of stock senior to, or otherwise pari passu with, the Series C Preferred Stock; (c) amend the Company’s charter documents in a way that adversely affects the Series C Preferred Stock; (d) increase the number of authorized shares of Series C Preferred Stock; or (e) enter into any agreement with respect to any of the foregoing. |
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| · | Liquidation. Upon any Liquidation (as defined in the Series C A&R Certificate of Designation), holders of Series C Preferred Stock shall be entitled to receive the Stated Value (as defined in the Series C A&R Certificate of Designation) of their shares plus any accrued and unpaid dividends or other applicable fees, before any distribution is made to holders of junior securities. If the Company’s assets are insufficient to pay all such amounts in full, they will be distributed pro rata among holders of Series C Preferred Stock based on the amounts otherwise payable. |
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| · | Conversion. Each share of Series C Preferred Stock shall be convertible, at any time and from time to time at the option of the holder thereof, into the number of shares of Common Stock, subject to certain ownership limitations set forth in the Series C A&R Certificate of Designation. The number of shares of Common Stock issuable upon conversion by dividing the Stated Value by the Conversion Price, which equals to the previous trading day’s closing price of the Common Stock. The Conversion Price is subject to adjustments and restrictions set forth in the Series C A&R Certificate of Designation. |
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Competition
We operate in a highly competitive environment across the wellness and compounded pharmaceutical sectors. The broader wellness industry represents a large consumer and clinic economy, while compounded pharmaceuticals constitute a smaller but strategically significant segment in the United States. Our operations compete primarily within the compounded pharmaceutical space, focusing on weight management, hormone therapies, peptides, and personalized care solutions.
Financial
Through June 6, 2024, we operated our digital asset mining operations in one hosted facility in Granberry, Texas. The hosting and power purchase agreement for this facility required the Company to pay monthly a contractual rate per kilowatt hour of electricity consumed in the Company’s digital asset mining operations. As of June 7, 2024, all miners were disconnected from their power source. On February 7, 2025, the Company agreed to terminate the hosting and power purchase agreement. As a result, the hosting facility agreed to forgive $843,544 of payables and pay the Company $87,000 in exchange for the $578,147 deposit collected as part of the hosting and power purchase agreement. Accordingly, during the year ended June 30, 2025, the Company recognized a $352,397 gain on settlement of payables. The hosting facility further released the Company’s miners. During the year ended June 30, 2025 the Company sold many of their miners and reported their digital asset mining operations as discontinued operations in its financial statements.
Revenues from commissions, were $437,857 and $576,931 for the years ended June 30, 2026 and 2025, respectively.
Revenues from online sales, which are no longer being pursued due to regulatory hurdles, were $0 and $17,837 for the years ended June 30, 2026 and 2025, respectively.
Rental income was $90,000 and $0 for the years ended June 30, 2026 and 2025, respectively.
Historically, we have funded our operations primarily from cash generated from our digital asset mining operations and proceeds from convertible notes payable and preferred stock. During the year ended June 30, 2025, the Company’s digital asset mining operations were discontinued but digital assets generated prior to the discontinuation and on hand as of June 30, 2024 were sufficient to fund operations during the years ended June 30, 2026 and 2025. During the years ended June 30, 2026 and 2025, we generated negative cash flow from operations. We did not incur additional debt or issue securities for cash.
Additional Capital Requirements
To continue to operate, complete and successfully operate our business and to fund future operations, we may need to raise additional capital for expansion or other expenses of operations. The amount and timing of future funding requirements will depend on many factors, including the timing and results of our ongoing operations, and potential new development and administrative support expenses. We anticipate that we will seek to fund our operations through public or private equity or debt financings or other sources, such as potential collaboration agreements. If additional financing is required, we cannot be certain that it will be available to us on favorable terms, or at all.
Employees
We presently have five full-time employees including Steve Rubakh, our sole officer and director, who devotes 100% of his time to our operations. We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, we may adopt such plans in the future. There are presently no personal benefits available to any officers, directors or employees; however, we at times do reimburse Mr. Rubakh for certain health insurance and medical costs.
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Available Information
All reports of the Company filed with the Securities and Exchange Commission (the “SEC”) are available free of charge through the SEC’s website at www.sec.gov. In addition, the public may read and copy materials filed by the Company at the SEC’s Public Reference Room located at 100 F Street, N.E., Washington, D.C. 20549. The public may also obtain additional information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
Item 1A. Risk Factors.
Risks Related to Our Business
Because we are an early-stage company with minimal revenue and a history of losses and we expect to continue to incur substantial losses for the foreseeable future, we cannot assure you that we can or will be able to operate profitably.
We have incurred losses since our organization, and are subject to the risks common to start-up, pre-revenue enterprises, including, among other factors, undercapitalization, cash shortages, limitations with respect to personnel, financial and other resources and lack of revenues. We cannot assure you that we will be able to operate profitably or generate positive cash flow. If we cannot achieve profitability, we may be forced to cease operations and you may suffer a total loss of your investment.
Changes in FDA regulation of compounded pharmaceuticals could adversely affect our supply of GLP-1 medications and harm our business.
After FDA determined the shortages of semaglutide and tirzepatide were resolved (late 2024–early 2025), 503B facilities lost the shortage-list pathway for compounding copies of those drugs. In April 2026, the agency proposed excluding semaglutide, tirzepatide, and liraglutide from the 503B Bulks List on the grounds that there is no clinical need for outsourcing facilities to compound them from bulk substances when approved versions are available. If finalized, this would close the remaining bulk-compounding route even if shortages later recur, which could materially limit the supply of products we distribute.
Many registered 503B facilities have received Form 483 observations after inspection (sterility, environmental monitoring, process validation, documentation, and quality-control deficiencies are common). New facilities often experience multi-year delays before first inspection. Non-compliance can result in warning letters, recalls (e.g., for questionable sterility), injunctions, or product seizures. State-level pharmacy board rules and interstate shipping requirements add further variability. Quality failures (contamination, potency variation) also create patient-safety and liability exposure even when the legal pathway is otherwise available.
In short, the legal ability of a 503B facility to manufacture compounded products is narrow and condition-dependent. It is not a general manufacturing license. Facilities and their distributors must continuously verify shortage-list status, Bulks List status, cGMP compliance, and inspection history for each product. If our suppliers were to lose the ability to compound products we distribute, whether due to regulatory action, quality failures, or changes in applicable law, our business, financial condition, and results of operations could be materially and adversely affected.
Our use of artificial intelligence (AI) or other emerging technologies could adversely impact our business and financial results.
We deploy AI and other emerging technologies in various facets of our operations and we continue to explore further use cases for AI. The rapid advancement of these technologies presents opportunities for our business endeavors but also entails risks, including that AI-generated content, analyses, or recommendations we utilize could be deficient, or that our competitors may more quickly or effectively adopt AI capabilities. Our use of AI or other emerging technologies could also exacerbate regulatory, cybersecurity and other significant risks.
Effective development, management, and use of AI technologies is novel and complex, and there are technical challenges associated with achieving desired levels of accuracy, efficiency, and reliability. The algorithms and models utilized in AI systems may have limitations, including biases, errors, or inability to handle certain data types or scenarios or to render explainable outputs. Furthermore, there are risks associated with the fact that the platforms providing AI models are in many cases owned and operated by emerging companies with less contractual and compliance sophistication. These factors may undermine our ability to effectively utilize AI or create competitive disadvantages should our competitors more skillfully make use of AI capabilities. Further, if we are unable to effectively manage the use of AI technologies by our employees, our confidential information, intellectual property, or reputation could be put at risk.
The emergence of AI and other technologies may exacerbate other risks, including those related to regulation, litigation, compliance issues, ethical concerns, confidentiality, and data privacy or security. For example, regulatory uncertainty related to AI or other emerging technologies may require significant resources to adjust business practices to comply with developing laws. Several governmental authorities have already proposed or enacted laws and other guidance governing AI, such as the EU Artificial Intelligence Act. These and other developing obligations may prevent or make it harder for us to conduct or enhance our business using AI, or lead to regulatory fines, penalties, or other liability. Further, use of AI technologies could lead to unintended consequences, such as data leakage, healthcare fraud and abuse, cybersecurity incidents, intellectual property infringement, or unintended biases.
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Natural disasters and geo-political events could adversely affect our business.
Natural disasters, including hurricanes, cyclones, typhoons, tropical storms, floods, earthquakes and tsunamis, weather conditions, including winter storms, droughts and tornados, whether as a result of climate change or otherwise, and geo-political events, including civil unrest or terrorist attacks, that affect us, or other service providers could adversely affect our business.
Raising additional capital may cause dilution to our existing stockholders, restrict our operations or require us to relinquish rights.
We may seek additional capital through a combination of private and public equity offerings, debt financings collaborations and strategic and licensing arrangements. To the extent that we raise additional capital through the sale of common stock or securities convertible or exchangeable into common stock, current stockholders’ ownership interest in the Company will be diluted. In addition, the terms may include liquidation or other preferences that materially adversely affect their rights as a stockholder. Debt financing, if available, would increase our fixed payment obligations and may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we raise additional funds through collaboration, strategic alliance and licensing arrangements with third parties, we may have to relinquish valuable rights to our product candidates, our intellectual property, future revenue streams or grant licenses on terms that are not favorable to us.
We are increasingly dependent on information technology systems and infrastructure (cyber security).
Our operations are potentially vulnerable to breakdown or other interruption by fire, power loss, system malfunction, unauthorized access and other events such as computer hackings, cyber-attacks, computer viruses, worms or other destructive or disruptive software. Likewise, data privacy breaches by employees and others with permitted access to our systems may pose a risk that sensitive data may be exposed to unauthorized persons or to the public. It is critical that our systems provide a continued and uninterrupted performance for our business to generate revenues. There can be no assurance that our efforts will prevent significant breakdowns, breaches in our systems or other cyber incidents that could have a material adverse effect upon our business, operations or financial condition of the Company.
If we are unable to attract, train and retain technical and financial personnel, our business may be materially and adversely affected.
Our future success depends, to a significant extent, on our ability to attract, train and retain key management, technical, regulatory and financial personnel. Recruiting and retaining capable personnel with experience in pharmaceutical products is vital to our success. There is substantial competition for qualified personnel, and competition is likely to increase. We cannot assure you we will be able to attract or retain the technical and financial personnel we require. If we are unable to attract and retain qualified employees, our business may be materially and adversely affected.
We depend heavily on our chief executive officer, and his departure could harm our business.
The expertise and efforts of Steve Rubakh, our Chief Executive Officer, are critical to the success of our business. The loss of Mr. Rubakh’s services could significantly undermine our management expertise and our ability to operate our Company.
Our auditors’ report includes a going concern paragraph.
Our financial statements include a going-concern qualification from our auditors, which expresses doubt about our ability to continue as a going concern. We have operated at a loss since inception. Our ability to operate profitably is dependent upon, among other things, obtaining additional financing for our operations. These factors, among others, raise substantial doubt about our ability to continue as a going concern. The accompanying financial statements do not include any adjustments that take into consideration the uncertainty of our ability to continue operations.
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We may not be able to respond quickly enough to changes in technology and technological risks, and to develop our intellectual property into commercially viable products.
Changes in legislative, regulatory or industry requirements or in competitive technologies may render certain of our planned products obsolete or less attractive. Our ability to anticipate changes in technology and regulatory standards and to successfully develop and introduce new and enhanced products on a timely basis will be a significant factor in our ability to remain competitive. We cannot provide assurance that we will be able to achieve the technological advances that may be necessary for us to remain competitive or that certain of our products will not become obsolete.
Risks Related to Our Securities
Our lack of internal controls over financial reporting may affect the market for and price of our common stock.
Pursuant to Section 404 of the Sarbanes-Oxley Act, we are required to file a report by our management on our internal control over financial reporting. Our disclosure controls and our internal controls over financial reporting are not effective. We do not have the financial resources or personnel to develop or implement systems that would provide us with the necessary information on a timely basis so as to be able to implement financial controls. The absence of internal controls over financial reporting may inhibit investors from purchasing our stock and may make it more difficult for us to raise capital or borrow money. Implementing any appropriate changes to our internal controls may require specific compliance training of our directors and employees, entail substantial costs in order to modify our existing accounting systems, take a significant period of time to complete and divert management’s attention from other business concerns. These changes may not, however, be effective in developing or maintaining internal control.
Our common stock is deemed to be “penny stock,” which may make it more difficult for investors to sell their shares due to disclosure and suitability requirements.
Our common stock is deemed to be “penny stock” as that term is defined in Rule 3a51-1 promulgated under the Exchange Act. These requirements may reduce the potential market for our common stock by reducing the number of potential investors. This may make it more difficult for investors in our common stock to sell shares to third parties or to otherwise dispose of them. This could cause our stock price to decline. Penny stocks are stock:
● | With a price of less than $5.00 per share; |
● | That are not traded on a “recognized” national exchange; |
● | Whose prices are not quoted on the NASDAQ automated quotation system; and |
● | In issuers with net tangible assets less than $2.0 million (if the issuer has been in continuous operation for at least three years) or $5.0 million (if in continuous operation for less than three years), or with average revenues of less than $6.0 million. |
Broker-dealers dealing in penny stocks are required to provide potential investors with a document disclosing the risks of penny stocks. Moreover, broker-dealers are required to determine whether an investment in a penny stock is a suitable investment for a prospective investor. Many brokers have decided not to trade “penny stocks” because of the requirements of the penny stock rules and, as a result, the number of broker-dealers willing to act as market makers in such securities is limited. In the event that we remain subject to the “penny stock rules” for any significant period, there may develop an adverse impact on the market, if any, for our securities.
FINRA sales practice requirements may limit a stockholder’s ability to buy and sell our stock.
The Financial Industry Regulatory Authority (referred to as FINRA) has adopted rules requiring that, in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative or low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA has indicated its belief that there is a high probability that speculative or low-priced securities will not be suitable for at least some customers. If these FINRA requirements are applicable to us or our securities, they may make it more difficult for broker-dealers to recommend that at least some of their customers buy our common stock, which may limit the ability of our stockholders to buy and sell our common stock and could have an adverse effect on the market for and price of our common stock.
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The market price for our common stock may be volatile and your investment in our common stock could suffer a decline in value.
The trading volume in our stock is low, which may result in volatility in our stock price. As a result, any reported prices may not reflect the price at which you would be able to sell shares of common stock if you want to sell any shares you own or buy if you wish to buy shares. Further, stocks with a low trading volume may be more subject to manipulation than a stock that has a significant public float and is actively traded. The price of our stock may fluctuate significantly in response to a number of factors, many of which are beyond our control. These factors include, but are not limited to, the following, in addition to the risks described above and general market and economic conditions:
● | the market’s reaction to our financial condition and its perception of our ability to raise necessary funding or enter into a joint venture, as well as its perception of the possible terms of any financing or joint venture; |
● | the market’s perception as to our ability to generate positive cash flow or earnings; |
● | changes in our or any securities analysts’ estimate of our financial performance; |
● | the anticipated or actual results of our operations; |
● | changes in market valuations of other companies in our industry; |
● | concern that our internal controls are ineffective; |
● | actions by third parties to either sell or purchase stock in quantities which would have a significant effect on our stock price; and |
● | other factors not within our control. |
Raising funds by issuing equity or convertible debt securities could dilute the net tangible book value of the common stock and impose restrictions on our working capital.
We will need to raise additional capital. We may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock at prices that are less than the market price and that may be based on a discount from market at the time of issuance. Stockholders will incur dilution upon exercise of any outstanding stock options, warrants or upon the issuance of shares of common stock under our present and future stock incentive programs. If we were to raise capital by issuing equity securities, either alone or in connection with a non-equity financing, the net tangible book value of the then outstanding common stock could decline. If the additional equity securities were issued at a per share price less than the market price, which is customary in the private placement of equity securities, the holders of the outstanding shares would suffer dilution, which could be significant. Further, if we are able to raise funds from the sale of debt securities, the lenders may impose restrictions on our operations and may impair our working capital as we service any such debt obligations. In addition, the sale of shares and any future sales of a substantial number of shares of our common stock in the public market, or the perception that such sales may occur, could adversely affect the price of our common stock. We cannot predict the effect, if any, that market sales of those shares of common stock or the availability of those shares of common stock for sale will have on the market price of our common stock.
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We may issue preferred stock whose terms could adversely affect the voting power or value of our common stock.
Our articles of incorporation authorize us to issue, without the approval of our stockholders, one or more classes or series of preferred stock having such designations, preferences, limitations and relative rights, including preferences over our common stock respecting dividends and distributions, as our board of directors may determine. We have outstanding shares of our Series A super-voting preferred stock, Series B convertible preferred stock, and Series C convertible preferred stock, the terms of which adversely impact the voting power or value of our common stock. Similarly, the repurchase or redemption rights or liquidation preferences included in a series of preferred stock issued in the future might provide to holders of preferred stock rights that could affect the residual value of the common stock.
Because certain existing stockholders own a large percentage of our voting stock, other stockholders’ voting power may be limited.
Steve Rubakh, our Chief Executive Officer, owns and/or controls a majority of the voting power of our common stock. As a result, Mr. Rubakh will have the ability to control all matters submitted to our stockholders for approval, including the election and removal of directors and the approval of any merger, consolidation or sale of all or substantially all of our assets. This stockholder, who is also our sole director, may make decisions that are adverse to or in conflict with your interests.
We do not have a majority of independent directors on our board and the company has not voluntarily implemented various corporate governance measures, in the absence of which stockholders may have more limited protections against interested director transactions, conflicts of interest and similar matters.
Federal legislation, including the Sarbanes-Oxley Act of 2002, has resulted in the adoption of various corporate governance measures designed to promote the integrity of the corporate management and the securities markets. Some of these measures have been adopted in response to legal requirements. Others have been adopted by companies in response to the requirements of national securities exchanges, such as the New York Stock Exchange or the Nasdaq Stock Market (“Nasdaq”), on which their securities are listed. Among the corporate governance measures that are required under the rules of national securities exchanges are those that address board of directors’ independence, audit committee oversight, and the adoption of a code of ethics. We have not yet adopted any of these other corporate governance measures and since our securities are not yet listed on a national securities exchange, we are not required to do so. If we expand our board membership in future periods to include additional independent directors, we may seek to establish an audit and other committee of our board of directors. It is possible that if our Board of Directors included a number of independent directors and if we were to adopt some or all of these corporate governance measures requiring expansion of our board of directors, stockholders would benefit from somewhat greater assurance that internal corporate decisions were being made by disinterested directors. In evaluating our Company, our current lack of corporate governance measures should be borne in mind.
Our share price is volatile and may be influenced by numerous factors that are beyond our control.
Market prices for shares of technology companies such as ours are often volatile. The market price of our common stock may fluctuate significantly in response to a number of factors, most of which we cannot control, including:
● | fluctuations in digital currency and stock market prices and trading volumes of similar companies; |
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● | general market conditions and overall fluctuations in U.S. equity markets; |
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● | sales of large blocks of our common stock, including sales by our executive officers, directors and significant stockholders; |
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● | discussion of us or our stock price by the press and by online investor communities; and |
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● | other risks and uncertainties described in these risk factors. |
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We have no current plans to pay dividends on our common stock and investors must look solely to stock appreciation for a return on their investment in us.
We do not anticipate paying any further cash dividends on our common stock in the foreseeable future. We currently intend to retain all future earnings to fund the development and growth of our business. Any payment of future dividends will be at the discretion of our board of directors and will depend on, among other things, our earnings, financial condition, capital requirements, level of indebtedness, statutory and contractual restrictions applying to the payment of dividends and other considerations that the board of directors deems relevant. Investors may need to rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize a return on their investment. Investors seeking cash dividends should not purchase our common stock.
Item 1B. Unresolved Staff Comments.
Disclosure under this Item 1B is not required of smaller reporting companies.
Item 1C. Cybersecurity.
We regularly review our cybersecurity defenses to assess our vulnerability to cybersecurity attacks from viruses, malware and more sophisticated and targeted cyber-related attacks such as hackers looking to demand ransomware or access our systems to obtain information and data, as well as our vulnerability to cybersecurity failures resulting from human error and technological errors. We rely upon internal IT personnel working in conjunction with specialized outside security consultants on a day-to-day basis to conduct reviews and upgrade our systems when determined to be necessary.
Our overall strategy in combatting cybersecurity risks includes a variety of measures, including:
● | the use of antivirus software, virtual private networks, email security, as well as other software and system-wide measures such as multi-factor authorization to prevent and detect data intrusions; |
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● | deployment of updates and patches as they become available from our software suppliers and consultants and maintaining the current versions of major software to reduce the exposure to vulnerabilities; |
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● | the use of third-party services to conduct mandatory online training for all employees regarding identifying and avoiding cyber-security risks; |
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● | the review of the security procedures used by third parties that may host or otherwise have access to our systems; |
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We are not aware of any existent weakness in our systems or malware embedded in our systems that would materially affect, or are reasonably likely to materially affect, our operations.
Board Oversight
The Board, as a whole, has oversight responsibility for our strategic and operational risks. The Board is responsible for oversight of our efforts to eliminate cybersecurity risks. The Board meets regularly with our Chief Executive Officer and Chief Financial Officer.
Item 2. Properties.
Our corporate offices are located at 2380 Drew Street, Suite 3, Clearwater, Florida 33765. Our telephone number is (813) 384-8480.
Item 3. Legal Proceedings.
We are not aware of any pending legal proceedings in which we are a party or in which any of our directors, officers or affiliates, any owner of record or beneficiary of more than 5% of any class of our voting securities is a party adverse to us or has a material interest adverse to us.
Item 4. Mine Safety Disclosures.
Not applicable.
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PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information
Our common stock is quoted on the OTCQB Venture Market under the symbol “MWAI.”
Holders
As of October 7, 2026, there were 32 holders of record of our common stock. This number does not include stockholders for whom shares were held in “nominee” or “street” name. The Company is authorized to issue 300,000,000 shares of common stock.
Dividends
We have not declared or paid any cash dividends on our common stock and do not anticipate declaring or paying any cash dividends in the foreseeable future. We currently expect to retain future earnings, if any, for the development of our business.
Equity Compensation Plan Information
On October 24, 2024, the board of directors approved the 2024 Equity and Incentive Plan (the "2024 Plan"). The 2024 Plan is administered by our Chief Executive Officer, with the board of directors retaining authority to concurrently administer the 2024 Plan and to revoke such delegation. The 2024 Plan provides for the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock, restricted stock units, and performance awards. Incentive stock options may be granted only to officers, directors and employees of the Company or its parent or subsidiary corporations. Nonstatutory stock options, stock appreciation rights, restricted stock, restricted stock units, and performance awards may be granted to our officers, directors, employees and consultants. The purpose of the 2024 Plan is to attract and retain personnel for positions with the company and its affiliates, to provide additional incentive to our officers, directors, employees and consultants, and to promote the success of our business. The 2024 Plan further authorizes the administrator to institute an exchange program under which the exercise price of outstanding awards may be adjusted, and to modify or amend the terms of awards, including extending expiration dates and post-termination exercisability periods, subject to the terms of the 2024 Plan. As of June 30, 2026, 850,000 shares of our common stock are authorized for issuance under the 2024 Plan.
Securities Authorized for Issuance Under Equity Compensation Plans
The following table sets forth securities authorized for issuance under any equity compensation plans approved by our shareholders as well as any equity compensation plans not approved by our stockholders as of June 30, 2026.
Plan category |
| Number of securities to be issued upon exercise of outstanding options, warrants and rights |
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| Weighted average exercise price of outstanding options, warrants and rights ($) |
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| Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a) |
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| (a) |
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| (b) |
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| (c) |
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Plans not approved by stockholders: |
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| |||
2024 Equity and Incentive Plan |
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| - |
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| - |
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| 850,000 |
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Recent Sales of Unregistered Securities
There were no sales by the Company of unregistered securities not previously reported in the Company’s periodic filings for its fiscal year ended June 30, 2026.
Penny Stock
Our common stock is considered “penny stock” under the rules of the SEC under the Exchange Act. The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ automated quotation system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or quotation system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that:
● | contains a description of the nature and level of risks in the market for penny stocks in both public offerings and secondary trading; |
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● | contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of Securities laws; contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; |
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● | contains a toll-free telephone number for inquiries on disciplinary actions; |
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● | defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and |
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● | contains such other information and is in such form, including language, type, size and format, as the SEC shall require by rule or regulation. |
The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with:
● | bid and offer quotations for the penny stock; |
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● | the compensation of the broker-dealer and its salesperson in the transaction; |
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● | the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the marker for such stock; and |
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● | monthly account statements showing the market value of each penny stock held in the customer’s account. |
In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgement of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock.
Item 6. Reserved.
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Item 7. Management’s Discussion and Analysis or Financial Condition and Results of Operations.
SPECIAL NOTE CONCERNING FORWARD-LOOKING STATEMENTS
We believe that it is important to communicate our future expectations to our security holders and to the public. This report, therefore, contains statements about future events and expectations which are “forward-looking statements” within the meaning of Sections 27A of the Securities Act and 21E of the Exchange Act, including the statements about our plans, objectives, expectations and prospects under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” You can expect to identify these statements by forward-looking words such as “may,” “might,” “could,” “would,” “will,” “anticipate,” “believe,” “plan,” “estimate,” “project,” “expect,” “intend,” “seek” and other similar expressions. Any statement contained in this report that is not a statement of historical fact may be deemed to be a forward-looking statement. Although we believe that the plans, objectives, expectations and prospects reflected in or suggested by our forward-looking statements are reasonable, those statements involve risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements, and we can give no assurance that our plans, objectives, expectations and prospects will be achieved.
Important factors that might cause our actual results to differ materially from the results contemplated by the forward-looking statements are contained in the “Risk Factors” section of and elsewhere in this Annual Report and in our subsequent filings with the SEC. The following discussion of our results of operations should be read together with our consolidated financial statements and related notes included elsewhere in this report.
GENERAL
We were incorporated in the State of Nevada on March 22, 2011 under the name Lightcollar, Inc. In March 2015, we changed our name to EMS Find, Inc. On May 30, 2017, Integrated Ventures, Inc. (“Integrated Ventures”), a Nevada corporation, was formed as a wholly owned subsidiary of the Company. Pursuant to an Agreement and Plan of Merger dated May 30, 2017, Integrated Ventures was merged into the Company, with the Company being the surviving corporation and changing its name to Integrated Ventures, Inc. In July 2024, the Company formed three wholly-owned subsidiaries, MedWell Direct, LLC (“MedWell Direct”), MedWell Facilities, LLC (“MedWell Facilities”), and MedWell USA, LLC, all of which were organized in the State of Nevada. In June 2025, we changed our name to MedWellAI, Inc.
On August 29, 2024, the Company, through MedWell Direct, consummated its acquisition of 51% of the membership interests of Healthy Lifestyle USA LLC, a Florida limited liability company (“Healthy Lifestyle”).
We are a publicly traded company (OTCQB: MWAI), based in Clearwater, Florida, that is focused on earning commissions through the use of a fully automated e-commerce platform that connects in-office buyers with multiple FDA-registered 503B pharmacies, offering GLP-1 weight management therapies, peptides and other compounds.
The Company also markets a turnkey, custom solution for qualified procurement agents and resellers to market in-office use products.
This e-commerce platform enables procurement agents and resellers to market products to licensed healthcare providers, wellness spas and telemedicine companies in a 100% automated, cost-effective, efficient, compliant and profitable manner without requiring any infrastructure investment.
Key features of the platform include access to multiple 503B outsourcing facilities, over 100 products, personalized pricing, direct payment deposits, custom domain options, and onboarding support.
The platform allows for seamless ordering, fulfillment, and shipping managed directly by the 503B facilities.
Financial
Through June 6, 2024, we operated our digital asset mining operations in one hosted facility in Granberry, Texas. The hosting and power purchase agreement for this facility requires the Company to pay monthly a contractual rate per kilowatt hour of electricity consumed in the Company’s digital asset mining operations. As of June 7, 2024, all miners were disconnected from their power source. On February 7, 2025, the Company agreed to terminate the hosting and power purchase agreement. As a result, the hosting facility agreed to forgive $843,544 of payables and pay the Company $87,000 in exchange for the $578,147 deposit collected as part of the hosting and power purchase agreement. Accordingly, during the year ended June 30, 2025, the Company recognized a $352,397 gain on settlement of payables. The hosting facility further released the Company’s miners. During the year ended June 30, 2025 the Company sold many of their miners and reported their digital asset mining operations as discontinued operations in its financial statements.
Revenues from commissions were $437,857 and $576,931 for the years ended June 30, 2026 and 2025, respectively.
Revenues from online sales, which are no longer being pursued due to regulatory hurdles, were $0 and $17,837 for the years ended June 30, 2026 and 2025, respectively.
Rental income was $90,000 and $0 for the years ended June 30, 2026 and 2025, respectively.
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Historically, we have funded our operations primarily from cash generated from our digital asset mining operations and proceeds from convertible notes payable and preferred stock. During the year ended June 30, 2025, the Company’s digital asset mining operations were discontinued but digital assets generated prior to the discontinuation and on hand as of June 30, 2024 were able to fund operations during the years ended June 30, 2026 and 2025. During the years ended June 30, 2026 and 2025, we generated negative cash flow from operations. We did not incur additional debt or issue securities for cash.
Recent Material Developments
Series B Certificate of Amendment
On April 16, 2026, the Company filed with the Secretary of State of the State of Nevada a Certificate of Amendment (the “Series B Certificate of Amendment”) to the Certificate of Designation, Preferences and Rights of Series B Convertible Preferred Stock of the Company, which was originally filed on December 21, 2015 and corrected on November 7, 2016. Pursuant to the Series B Certificate of Amendment, the Company has increased the designated and authorized number of shares of Series B Convertible Preferred Stock from 1,000,000 to 1,500,000.
Share Exchange and Series C Amended and Restated Certificate of Designation
On July 21, 2025, the Company entered into a Share Exchange Agreement (the “Exchange Agreement”), pursuant to which the Company and BHP Capital NY, Inc. (the “BHP”) agreed to effect a consolidation and exchange of securities (the “Exchange”), whereby BHP agreed to exchange (i) 3,000 shares of Series D Preferred Stock of the Company and (ii) 1,500 shares of Series C Preferred Stock of the Company (collectively, the “Pre-Exchange Shares”) for an aggregate of 6,500 shares of newly designated Series C Preferred Stock, subject to terms and conditions set forth in the Exchange Agreement. As part of the Exchange, the Company agreed to retire $2,133,081 in accrued but unpaid dividends due to BHP pursuant to its ownership of the Pre-Exchange Shares.
On August 1, 2025, pursuant to the Exchange Agreement, the Company filed an Amended and Restated Certificate of Designation of Preferences, Rights, and Limitations (the “Series C A&R Certificate of Designation”) of Series C Convertible Preferred Stock of the Company (the “Series C Preferred Stock”) with the Secretary of State of the State of Nevada. The following is a summary of the terms of the Series C Preferred Stock, as amended:
| · | Dividends. Holders of Series C Preferred Stock shall be entitled to receive, and the Company shall pay, dividends on shares of Series C Preferred Stock equal to (on an as-if-converted-to-Common-Stock basis) and in the same form as dividends actually paid on shares of the Company’s Common Stock when, as and if such dividends are paid on shares of the Common Stock. |
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| · | Voting Rights. The Series C Preferred Stock will vote together with the Common Stock on an as-converted basis subject to certain beneficial ownership limitations. In addition, for as long as any shares of Series C Preferred Stock are outstanding, the Company shall not, without the affirmative vote of the holders of a majority of the then outstanding shares of the Series C Preferred Stock (a) amend or alter the rights, powers, or preferences of the Series C Preferred Stock; (b) authorize or issue any class of stock senior to, or otherwise pari passu with, the Series C Preferred Stock; (c) amend the Company’s charter documents in a way that adversely affects the Series C Preferred Stock; (d) increase the number of authorized shares of Series C Preferred Stock; or (e) enter into any agreement with respect to any of the foregoing. |
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| · | Liquidation. Upon any Liquidation (as defined in the Series C A&R Certificate of Designation), holders of Series C Preferred Stock shall be entitled to receive the Stated Value (as defined in the Series C A&R Certificate of Designation) of their shares plus any accrued and unpaid dividends or other applicable fees, before any distribution is made to holders of junior securities. If the Company’s assets are insufficient to pay all such amounts in full, they will be distributed pro rata among holders of Series C Preferred Stock based on the amounts otherwise payable. |
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| · | Conversion. Each share of Series C Preferred Stock shall be convertible, at any time and from time to time at the option of the holder thereof, into the number of shares of Common Stock, subject to certain ownership limitations set forth in the Series C A&R Certificate of Designation. The number of shares of Common Stock issuable upon conversion by dividing the Stated Value by the Conversion Price, which equals to the previous trading day’s closing price of the Common Stock. The Conversion Price is subject to adjustments and restrictions set forth in the Series C A&R Certificate of Designation. |
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Financial Operations Review
We are incurring increased costs because of being a publicly traded company. As a public company, we incur significant legal, accounting, and other expenses that we did not incur as a private company. We also have paid compensation through the issuance of shares of our common stock, Series B preferred stock and warrants, the valuation of which has resulted in significant stock-based compensation. In addition, the Sarbanes-Oxley Act of 2002, as well as new rules subsequently implemented by the Securities and Exchange Commission, have required changes in corporate governance practices of public companies and will require us to comply with these rules. These new rules and regulations will increase our legal and financial compliance costs and have made some activities more time-consuming and costlier. In addition, these new rules and regulations have made it more difficult and more expensive for us to obtain director and officer liability insurance, which we currently cannot afford to do. As a result of the new rules, it may become more difficult for us to attract and retain qualified persons to serve on our Board of Directors or as executive officers. We cannot predict or estimate the amount of additional costs we may incur as a result of being a public company or the timing of such costs.
RESULTS OF OPERATIONS
YEAR ENDED JUNE 30, 2026 COMPARED TO THE YEAR ENDED JUNE 30, 2025
Revenues
Our commission revenues decreased to $437,857 during the year ended June 30, 2026 from $576,931 during the year ended June 30, 2025. This decrease was a result of regulatory hurdles.
Our online sales revenues decreased to $0 during the year ended June 30, 2026 from $17,837 during the year ended June 30, 2025. This decrease was due to the Company exited online sales during the year ended June 2025.
Our rental income increased to $90,000 during the year ended June 30, 2026 from $0 during the year ended June 30, 2025. The increase was due to the Company entering a sublease agreement effective June 11, 2025. On June 1, 2026 the lessee notified the Company they would not renew the lease.
Cost of Revenues
Cost of revenues – online products were $0 and $8,094 during the years ended June 30, 2026 and 2025, respectively, and represent the cost associated with fulfilling orders placed by our online sales customers. The decrease in cost of revenues – online products was a result of the Company exiting this segment of the health industry due to regulatory hurdles.
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Cost of revenues – rent was $31,025 and $0 during the year ended June 30, 2026 and 2025, respectively. These costs consisted of the expense to lease the subleased property. The increase in cost of revenues – product sales was a result of the Company entering the sublease agreement effective June 11, 2025.
General and administrative expenses decreased to $1,660,340 in the year ended June 30, 2026 from $2,619,321 in the year ended June 30, 2025. The decrease resulted primarily from less stock-based compensation expense, consulting, legal and cryptocurrency transaction fees. We reported non-cash, non-employee, employee and related party stock-based compensation of $223,018 and $599,542 in the year ended June 30, 2026 and 2025, respectively.
Depreciation and amortization increased to $34,021 in the year ended June 30, 2026 from $31,908 in the year ended June 30, 2025. The increase in depreciation and amortization in the current fiscal year is due primarily to the purchase of intangible assets and leasehold improvements for use in the Company’s health and wellness business in 2025.
The Company discontinued the purchase of digital assets in the year ended June 30, 2025 and as a result did not incur any transactions related to digital assets during the year ended June 30, 2026. We purchased various digital assets totaling $6,810,165 during the year ended June 30, 2025. We also converted digital assets from one denomination to another based on our assessment of market conditions for each respective digital asset. The market values of individual digital asset denominations continually fluctuate, and the fluctuations may be material from day to day. During the year ended June 30, 2025 we received total proceeds of $8,380,352 and from the sale of digital assets and incurred transactions fees totaling $56,058 which are recorded in general and administrative expenses in our Statement of Operations. We realized a loss on sale of digital assets of $23,894 during the year ended June 30, 2025.
During the year ended June 30, 2026 and 2025, we impaired property and equipment and goodwill by recognizing an impairment expense of $38,966 and $752,125, respectively.
Other Income (Expense)
Our other income (expense) was comprised of the following for the years ended June 30:
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| 2026 |
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| 2025 |
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Other income |
| $ | 10,770 |
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| $ | - |
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Interest expense |
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| (52,329 | ) |
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| (52,239 | ) |
Loss on settlement of payables |
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| - |
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| (56,887 | ) |
Loss on exchange of Series C & D preferred shares |
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| (241,918 | ) |
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| - |
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| $ | (283,477 | ) |
| $ | (109,126 | ) |
During the year ended June 30, 2026 other income was comprised of various contract payments from the prior year of $10,770.
During the years ended June 30, 2026 and 2025, we had one note payable outstanding for $500,000 with an interest rate of 10% per annum resulting in a no change in interest expense compared to the prior year.
During the years ended June 30, 2026 and 2025, we recognized a loss of $0 and $56,887, respectively, on settlement of payables with third-party vendors.
During the year ended June 30, 2026 we exchanged 1,125 Series C and 3,000 Series D preferred shares for 6,500 Series C convertible preferred shares. As a result, during the year ended June 30, 2026, we recognized a $241,918 loss on exchange of Series C and D preferred shares.
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Net Losses from Discontinued Operations
During the years ended June 30, 2026 and 2025, we recognized net losses from discontinued operations of $72,939 and $829,557, respectively, as the company strategically moved from the digital asset mining industry to health and wellness industry.
Net Loss Attributable to MedWellAI, Inc.
As a result, we reported a net loss of $1,589,465 in the year ended June 30, 2026, compared to a net loss of $3,607,145 in the year ended June 30, 2025.
LIQUIDITY AND CAPITAL RESOURCES
Overview
As of June 30, 2026, we had total current assets of $111,877, including cash of $86,222, receivables of $9,099, prepaid expenses and other current assets of $10,556, and deposits, current of $6,000, and total current liabilities of $7,959,140. We had total stockholders’ deficit attributable to shareholders of $7,979,411 as of June 30, 2026 compared to a stockholders’ deficit of $6,624,599 as of June 30, 2025.
Sources and Uses of Cash
During the year ended June 30, 2026, we used cash in operations of $307,030 as a result of our net loss from continuing operations of $1,519,972, lease payments, net of repayment of $8,766, increase in receivables of $8,812, decreases in sub-lease security deposit of $7,500 and deferred revenue of $203 partially offset by, a loss on exchange of Series C & D preferred stock of $241,918, other non-cash expenses of $296,005, a decrease prepaid expenses of $125,400, and increases accounts payable of $25,920, accrued expenses of $47,284, and due to related party of $501,696.
During the year ended June 30, 2025, we used cash in operations of $935,312 as a result of our net loss from continuing operations of $2,949,700, lease payments, net of repayment of $14,766, partially offset by a realized loss on sale of digital assets of $23,894, a loss on settlement of payables of $56,887,other non-cash expenses of $1,383,574, the payment of operating expenses with digital assets worth $3,244, decreases receivables of $2,588 and prepaid expenses of $115,034, and increases accounts payable of $99,594, accrued expenses of $35,205, deferred revenue of $203 and due to related party of $279,399.
During the year ended June 30, 2026, net cash provided by investing activities – continuing operations was $8,058, comprised of cash used for leasehold improvements.
During the year ended June 30, 2025, net cash provided by investing activities – continuing operations was $1,103,246, comprised of net proceeds from the sale of digital assets of $8,380,352, cash acquired in acquisition of Healthy Lifestyle of $4,711, cash deposit received from subtenant of $7,500 offset by purchase of 51% interest in Healthy Lifestyle of $250,000, purchase of digital assets of $6,810,165 and the purchase of property and equipment of $2,242, purchase of leasehold improvements of $40,885 and purchase of intangible assets of $186,025.
During the years ended June 30, 2026 and 2025, we did not have any net cash used in or provided by financing activities.
Going Concern
Historically, the Company has reported recurring net losses from operations and used net cash in operating activities. As of June 30, 2026, the Company’s current liabilities exceeded its current assets by $7,847,263 and the Company had an accumulated deficit of $90,263,345. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.
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The accompanying consolidated financial statements have been prepared in conformity with U.S. GAAP, which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The ability of the Company to reach a successful level of operations is dependent on the execution of management’s plans, which include the raising of capital through the debt and/or equity markets, until such time that funds provided by operations are sufficient to fund working capital requirements. If the Company were not to continue as a going concern, it would likely not be able to realize its assets at values comparable to the carrying value or the fair value estimates reflected in the balances set out in the preparation of the consolidated financial statements.
There can be no assurances that the Company will be successful in attaining a profitable level of operations or in generating additional cash from the equity/debt markets or other sources to fund its operations. The consolidated financial statements do not include any adjustments relating to the recoverability of assets and classification of assets and liabilities that might be necessary. Should the Company not be successful in its business plan or in obtaining the necessary financing to fund its operations, the Company would need to curtail certain or all operational activities and/or contemplate the sale of its assets, if necessary.
SIGNIFICANT ACCOUNTING POLICIES
Our significant accounting policies are disclosed in Note 2 to the accompanying consolidated financial statements. The following is a summary of those accounting policies that involve significant estimates and judgment of management.
Use of Estimates
The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Because of the use of estimates inherent in the financial reporting process, actual results could differ significantly from those estimates.
Receivables
Receivables are carried at net realizable value, representing the outstanding balance less an allowance for doubtful accounts based on a review of all outstanding amounts. Management determines the allowance for doubtful accounts by regularly evaluating individual receivables and receivables are written off when deemed uncollectible. Recoveries of receivables previously written off are recorded when received.
Property and Equipment
Property and equipment, consisting primarily of computer, other equipment, and leasehold improvements is stated at the lower of cost or estimated realizable value and is depreciated when placed into service using the straight-line method over estimated useful lives. Management has assessed the basis of depreciation of these assets and believes they should be depreciated over three – five years depending on the asset. Computers, due to their technological obsolescence reflecting rapid development of hardware that have faster processing capacity and other factors are depreciated over three years. Leasehold improvements are depreciated over five years representing the lease term. Maintenance and repairs are expensed as incurred and improvements are capitalized. Gains or losses on the disposition of property and equipment are recorded upon disposal.
Payments to equipment suppliers prior to shipment of the equipment are recorded as equipment deposits.
Intangible Assets
The Company accounts for its intangible assets in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 350-30, General Intangibles Other Than Goodwill. ASC Subtopic 350-30, which requires assets to be measured based on the fair value of the consideration given or the fair value of the assets (or net assets) acquired, whichever is more clearly evident and, thus, more reliably measurable. Under ASC Subtopic 350-30 any intangible asset with a useful life is required to be amortized over that life and the useful life is to be evaluated every reporting period to determine whether events or circumstances warrant a revision to the remaining period of amortization. If the estimate of useful life is changed the remaining carrying amount of the intangible asset is amortized prospectively over the revised remaining useful life. Costs to renew or extend the term of intangible assets are recognized as an expense when incurred.
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Impairment of Long-Lived Assets
All assets, including intangible assets subject to amortization, are reviewed for impairment when changes in circumstances indicate that the carrying amount of the asset may not be recoverable in accordance with ASC 350 and ASC 360. If the carrying amount of the asset exceeds the expected undiscounted cash flows of the asset, an impairment charge is recognized equal to the amount by which the carrying amount exceeds fair value or net realizable value. The testing of these intangibles under established guidelines for impairment requires significant use of judgment and assumptions. Changes in forecasted operations and other assumptions could materially affect the estimated fair values. Changes in business conditions could potentially require adjustments to these asset valuations.
Goodwill
Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired in a business combination. Goodwill is not amortized but is tested for impairment annually in the fourth quarter or more frequently if events or changes in circumstances indicate that the asset may be impaired. The Company operates as one reporting unit. When testing goodwill for impairment, the Company may first perform an optional qualitative assessment. If the Company determines it is not more likely than not, the reporting unit’s fair value is less than its carrying value, then no further analysis is necessary. If the Company determines that it is more likely than not that the fair value of its reporting unit is less than its carrying amount, then the quantitative impairment test will be performed. Under the quantitative impairment test, if the carrying amount of the Company’s reporting unit exceeds its fair value, the Company will recognize an impairment loss in an amount equal to that excess but limited to the total amount of goodwill. Goodwill of approximately $670,000 was created when the Company acquired 51% of the membership interests of Healthy Lifestyle (see Note 8). However, management made a strategic decision to abandon the business of Healthy Lifestyle and during the year ended June 30, 2025, we impaired goodwill by recognizing impairment expense of $670,329.
Discontinued Operations
The Company follows the provisions of ASC 205-20, Presentation of Discontinued Operations, which requires separate reporting if a company sells part of its business. In order to recognize discontinued operation a major product line or division of an entity must be both a component and a strategic shift in operations. The Company assessed its digital miners and determined they met the criteria of ASC 205-20.
Mezzanine
Series C and D preferred stock that contain certain default provisions requiring mandatory cash redemption that are outside the control of the Company are recorded as Mezzanine in the accompanying balance sheets. Effective August 1, 2025, the Company amended and restated the Certificate of Designation for its Series C Preferred Stock, effecting the consolidation of the Series C Preferred Stock and Series D Preferred Stock classes into a single series of convertible preferred stock.
Convertible Preferred Stock
The Company follows the provisions of ASC 480, Distinguishing Liabilities from Equity in determining if a financial instrument should be classified as a liability or equity on the balance sheet. This standard provides, among others, that the conversion of preferred stock into a variable number of equity shares and at inception, the monetary value is fixed, the instrument should be classified as a liability. As such upon the exchange of the Series C & D preferred shares on August 1, 2025 into convertible preferred stock, the Company determined the Series C convertible preferred stock met the requirements to be classified as a liability. Further, due to their convertible nature at any time at the option of the holder they are presented as current liability on the balance sheet.
| 20 |
| Table of Contents |
Stock-Based Compensation
The Company accounts for all equity-based payments in accordance with ASC Topic 718, Compensation – Stock Compensation. ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock awards, stock options, warrants and other equity-based compensation issued to employees. The value of the portion of an award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line attribution method. The fair value of a stock award is recorded at the fair market value of a share of the Company’s stock on the grant date. The Company estimates the fair value of stock options and warrants at the grant date by using an appropriate fair value model such as the Black-Scholes option pricing model or multinomial lattice models.
The Company accounts for non-employee share-based awards based upon ASC 505-50, Equity-Based Payments to Non-Employees. ASC 505-50 requires the costs of goods and services received in exchange for an award of equity instruments to be recognized using the fair value of the goods and services or the fair value of the equity award, whichever is more reliably measurable. The fair value of the equity award is determined on the measurement date, which is the earlier of the date that a performance commitment is reached or the date that performance is complete. Generally, our awards do not entail performance commitments. When an award vests over time such that performance occurs over multiple reporting periods, we estimate the fair value of the award as of the end of each reporting period and recognize an appropriate portion of the cost based on the fair value on that date. When the award vests, we adjust the cost previously recognized so that the cost ultimately recognized is equivalent to the fair value on the date the performance is complete.
Revenue Recognition
We recognize revenue in accordance with ASC 606, Revenue from Contracts with Customers. This standard provides a single comprehensive model to be used in the accounting for revenue arising from contracts with customers, including industry-specific guidance. The standard’s stated core principle is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this core principle, ASC 606 includes provisions within a five-step model that includes identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations, and recognizing revenue when, or as, an entity satisfies a performance obligation.
The following table presents the Company’s revenue by revenue source for the years ended June 30:
|
| 2026 |
|
| 2025 |
| ||
|
|
|
|
|
|
| ||
Commissions |
| $ | 437,857 |
|
| $ | 576,931 |
|
Online sales, net |
|
| - |
|
|
| 17,837 |
|
Rental income |
|
| 90,000 |
|
|
| - |
|
|
| $ | 527,857 |
|
| $ | 594,768 |
|
Commissions
The Company earns commissions by informing, educating, and initiating sales of health and wellness products offered by a third party to customers. The commissions earned is based on the gross sales of products to customers less costs and fees. Through the use of their e-commerce platform, the third party computes the commission payable after each sale. The third party then pays the Company the amount due. The transactions price is set as the commissions to be received based on the agreed terms. The commissions are earned at a point in time upon the successful sale of products to a customer.
| 21 |
| Table of Contents |
The timing of commission revenue recognition may differ from the timing of payment received by the Company. The Company records a receivable when revenue is recognized prior to payment and there is an unconditional right to payment. As of June 30, 2026, the Company had receivables from commissions of $9,099.
Online Sales
The Company’s online sales, which are no longer being pursued due to regulatory hurdles, consisted of sales of health and wellness products and services through the Company’s websites, including prescription drugs. In contracts that contained prescription products issued as the result of a consultation, revenue also included medical consultation services and post-consultation service support provided by Affiliated Medical Groups (defined below). The Company defined its customer as an individual who purchased products or services through its websites. The transaction price in the Company’s contracts with customers was the total amount of consideration to which the Company expected to be entitled in exchange for transferring products or services to the customer.
The Company’s contracts that contain prescription products issued as the result of a consultation primarily included the following performance obligations: access to (i) products, as well as medication adjustments, as applicable, and (ii) consultation services, as well as post-consultation service support, as applicable. Revenue was recognized at the time the related performance obligation was satisfied by transferring the promised product to the customer and, in contracts that contain services, by the provision of consultation services to the customer. The Company satisfied its performance obligation for products at a point in time, which was upon delivery of the products to a third-party carrier. The Company satisfied its performance obligation for consultation services typically within one day and for post-consultation service support over the contract term. The customer obtained control of the products and services upon the Company’s completion of its performance obligations.
For contracts with multiple performance obligations, the transaction price is allocated to each performance obligation on a relative stand-alone selling price basis. The stand-alone selling price is based on market and cost plus estimates. For the year ended June 30, 2025, service revenue represented less than 10% of consolidated revenues.
To fulfill its promise to customers for contracts that include professional medical consultations, the Company maintained relationships with various “Affiliated Medical Groups,” which are professional corporations or other professional entities owned by licensed physicians and that engage licensed healthcare professionals (physicians, physician assistants, nurse practitioners, and mental health providers; collectively referred to as “Providers” or individually, a “Provider”) to provide consultation services. The Company accounts for service revenue as a principal in the arrangement with its customers. This conclusion is reached because (i) the Company determines which Affiliated Medical Group and Provider provides the consultation to the customer; (ii) the Company is primarily responsible for the satisfactory fulfillment and acceptability of the services; (iii) the Company incurs costs for consultation services even for visits that do not result in a prescription and the sale of products; and (iv) the Company, in its sole discretion, sets all listed prices charged on its websites and mobile applications for products and services.
Additionally, to fulfill its promise to customers for contracts that include sale of prescription products, the Company maintained relationships with certain third-party pharmacies (“Partner Pharmacies” or individually, a “Partner Pharmacy”). The Company accounted for prescription product revenue as a principal in the arrangement with its customers. This conclusion was reached because (i) the Company had sole discretion in determining which pharmacy fills a customer’s prescription; (ii) the pharmacies filled the prescription based on fulfillment instructions provided by the Company; (iii) the Company was primarily responsible to the customer for the satisfactory fulfillment and acceptability of the order; (iv) the Company was responsible for refunds of the prescription medication after transfer of control to the customer; and (v) the Company, in its sole discretion, sets all listed prices charged on its websites and mobile applications for products and services.
Payment for prescription medication was typically collected from the customer a few days in advance of product shipment in accordance with contract terms. Contract liabilities are recorded when payments have been received from the customer for undelivered products or services and are recognized as revenue when the performance obligations are later satisfied. As of June 30, 2026 the Company had $0 of deferred revenue from its online sales.
| 22 |
| Table of Contents |
Rental Income
The Company recognizes rent revenue from the lease of its sub-leased properties in accordance with ASC 842, Leases. The sub-lease is categorized as an operating lease according to ASC criteria for the lease definitions. Rent revenue is recognized on a straight-line basis over the lease term, reflecting the pattern of the economic benefits derived from the lease.
The Company’s leases generally have fixed rental payments over the lease term, with occasional escalations based on predetermined factors. Rent revenue is recognized monthly as the lessor fulfills its obligations under the lease agreement.
Any lease incentives or concessions provided to lessees, such as rent-free periods or tenant improvement allowances, are recognized as a reduction of rent revenue over the lease term.
During the year ended June 30, 2026, the Company had only one lease arrangement with a single customer. On June 1, 2026 the customer notified the Company the lease would not be renewed.
Fair Value of Financial Instruments
Assets and liabilities measured at fair value on a recurring basis
We recognize financial instruments under the following fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows:
| Level 1: | quoted prices (unadjusted) in active markets for identical assets or liabilities; | |
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| Level 2: | observable inputs other than Level 1, quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and model-derived prices whose inputs are observable or whose significant value drivers are observable; and | |
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| Level 3: | assets and liabilities whose significant value drivers are unobservable. | |
The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.
The Company will update its assumptions each reporting period based on new developments and record such amounts at fair value based on the revised assumptions until the agreements expire or contingency is resolved, as applicable.
As of June 30, 2026 and 2025 the Company did not have any assets and liabilities measured at fair value on a recurring basis.
Assets and liabilities not measured at fair value on a recurring basis
In addition to assets and liabilities that are measured at fair value on a recurring basis, we also measure certain assets and liabilities at fair value on a nonrecurring basis. Our non-financial assets, including property and equipment, are measured at fair value when there is an indication of impairment and the carrying amount exceeds the asset’s projected undiscounted cash flows. These assets are recorded at fair value only when an impairment charge is recognized.
As of June 30, 2026 and 2025, the fair values of cash, receivables, prepaid expenses and other current assets, accounts payable, and accrued expenses approximated their carrying values because of their short-term nature.
OFF BALANCE SHEET ARRANGEMENTS
We do not have any off-balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, revenues, and results of operations, liquidity, or capital expenditures.
RECENTLY ISSUED ACCOUNTING POLICIES
In November 2024, the FASB issued ASU No. 2024-03 “Disaggregation of Income Statement Expenses (“ASU 2024-03”). The amendments in ASU 2024-03 aim to improve the decision usefulness of expense information on public business entities’ income statement through the disaggregation of relevant expense captions in the notes to the financial statements. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, with early adoption permitted. The Company is currently evaluating the impact of this update on its consolidated financial statements.
There were no other accounting pronouncements issued or proposed by the FASB during the year ended June 30, 2026 and through the date of filing this report which the Company believes will have a material impact on its consolidated financial statements.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
Disclosure under Item 7A is not required of smaller reporting companies.
| 23 |
| Table of Contents |
Item 8. Financial Statements and Supplementary Data.
MedWellAI, Inc.
TABLE OF CONTENTS
Index to Consolidated Financial Statements |
| Page |
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Report of Independent Registered Public Accounting Firm (PCAOB ID |
| F-1 |
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| F-2 |
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Consolidated Statements of Operations for the Years Ended June 30, 2026 and 2025 |
| F-3 |
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Consolidated Statement of Stockholders’ Equity (Deficit) for the Years Ended June 30, 2026 and 2025 |
| F-4 |
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Consolidated Statements of Cash Flows for the Years Ended June 30, 2026 and 2025 |
| F-5 |
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| F-6 |
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| 24 |
| Table of Contents |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of MedWellAI, Inc.
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of MedWellAI, Inc. (the Company) as of June 30, 2026 and 2025, and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended June 30, 2026, and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2026 and 2025, and the results of its operations and its cash flows for each of the years in the two-year period ended June 30, 2026 in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the company has incurred recurring losses from operations and had not yet achieved profitable operations as of June 30, 2026 which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated 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 consolidated 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 consolidated 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 consolidated 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 consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.
Revenue Recognition
The Company generates revenues from commissions earned by initiating sales of health and wellness products offered by a third party to customers. These arrangements require significant judgment regarding how and when commissions are recognized. As disclosed in the notes to the consolidated financial statements, management’s estimate of the commissions earned but not yet paid is based on reports received from the third party and is recorded as a receivable when the Company has an unconditional right to payment.
Given the operational complexities inherent in commission arrangements—including timing of customer transactions, reconciliation schedules, and verification of gross sales—the assessment of commission revenue recognition requires an understanding of transaction processes, reporting methodologies, and timing differences between the third party and the Company. As such, auditing management’s evaluation of the accounting for commission revenues involved significant judgment and procedures over the completeness and accuracy of underlying sales data and commission calculations.
We evaluated the appropriateness and accuracy of management’s assessment in relation to our understanding of the commission arrangement, including review of the third-party commission reports and agreements, reconciliation of transactions, verification of the timing of commission payments, confirming third-party commission reports and assessment of management’s methodology for estimating receivables.
/s/
We have served as the Company’s auditor since 2018.
The
October 13, 2026
| F-1 |
| Table of Contents |
MedWellAI, Inc.
CONSOLIDATED BALANCE SHEETS
|
| June 30, |
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| June 30, |
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| 2026 |
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| 2025 |
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ASSETS |
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Current assets: |
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Cash |
| $ |
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Receivables |
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Prepaid expenses and other current assets |
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Deposits, Current |
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Current assets of discontinued operations |
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Total current assets |
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Other assets: |
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Property and equipment, net |
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Intangible assets, net |
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Operating lease right-of-use assets |
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Deposits, noncurrent |
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Other assets of discontinued operations |
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Total other assets |
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TOTAL ASSETS |
| $ |
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| $ |
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LIABILITIES, MEZZANINE AND STOCKHOLDERS' EQUITY (DEFICIT) |
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Current liabilities: |
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Accounts payable |
| $ |
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| $ |
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Accrued expenses |
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Deferred revenue |
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Accrued preferred stock dividends |
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Operating lease liability, current |
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Due to related party |
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Notes payable in default, net of debt discount |
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Series C convertible preferred stock, $ |
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Total current liabilities |
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Long Term Liabilities |
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Sub-lease security deposit |
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Operating lease liability, long-term |
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Total Liabilities |
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Mezzanine: |
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Series C preferred stock, $ |
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Series D preferred stock, $ |
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Commitments and contingencies |
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Stockholders' equity (deficit): |
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Series A preferred stock, $ |
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Series B preferred stock, $ |
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Common stock payable |
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Common stock, $ |
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Additional paid in capital |
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Accumulated deficit |
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Total Stockholders' deficit of MedWellAI, Inc. and Subsidiaries |
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Noncontrolling interest |
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Total stockholders' deficit |
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Total liabilities, mezzanine and stockholders' deficit |
| $ |
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| $ |
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The accompanying notes are an integral part of these consolidated financial statements.
| F-2 |
| Table of Contents |
MedWellAI, Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS
|
| Year Ended June 30, |
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| 2025 |
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Revenue: |
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Commissions |
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Online sales, net |
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Rental income |
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Total revenue |
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Costs and expenses: |
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Cost of revenues - online products |
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Cost of revenues - rent |
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General and administrative |
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Depreciation and amortization |
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Realized (gain) loss on sale/purchase of digital assets |
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Impairment expense |
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Total operating expenses |
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Income (loss) from operations |
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Other income (expense): |
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Other income |
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Interest expense |
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Loss on settlement of payables |
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Loss on exchange of Series C & D preferred shares |
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Total other income (expense) |
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Income (loss) from continued operations before income taxes |
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Provision for income taxes |
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Net income (loss) from continued operations |
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Net income (loss) from discontinued operations |
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Net income (loss) |
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Net income (loss) attributable to noncontrolling interest |
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Net income (loss) attributable to MedWellAI, Inc. |
| $ | ( | ) |
| $ | ( | ) |
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Continuing operations: |
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Net income (loss) per common share attributable to shareholders, basic |
| $ | ( | ) |
| $ | ( | ) |
Net income (loss) per common share attributable to shareholders, diluted |
| $ | ( | ) |
| $ | ( | ) |
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Weighted average number of common shares outstanding, basic |
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Weighted average number of common shares outstanding, diluted |
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Discontinuing operations: |
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Net income (loss) per common share attributable to shareholders, basic |
| $ | ( | ) |
| $ | ( | ) |
Net income (loss) per common share attributable to shareholders, diluted |
| $ | ( | ) |
| $ | ( | ) |
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Weighted average number of common shares outstanding, basic |
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Weighted average number of common shares outstanding, diluted |
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The accompanying notes are an integral part of these consolidated financial statements.
| F-3 |
| Table of Contents |
MedWellAI, Inc.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
YEARS ENDED JUNE 30, 2026 AND 2025
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| Series C |
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| Series B |
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| Common |
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| Additional |
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| Preferred Stock |
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| Preferred Stock |
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| Preferred Stock |
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| Preferred Stock |
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| Common Stock |
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| Stock |
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| Paid in |
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| Accumulated |
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| Noncontrolling |
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| Amount |
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| Amount |
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| Shares |
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| Amount |
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| Shares |
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| Amount |
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| Shares |
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| Amount |
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| Payable |
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| Capital |
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| Deficit |
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| Interest |
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| Total |
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Balance, June 30, 2024 |
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| $ |
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| $ |
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| $ |
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| $ |
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| $ | - |
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| $ |
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| $ | ( | ) |
| $ | - |
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| $ | ( | ) | |||||||||||
Common stock issued for investment in Healthy Lifestyles USA, LLC |
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| - |
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| - |
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| - |
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| - |
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Recognition of noncontrolling interest in acquisition |
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| - |
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| - |
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| - |
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| - |
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| - |
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Common stock issued for services |
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| - |
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| - |
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| - |
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| - |
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Common stock issued for settlement of liabilities |
|
| - |
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| - |
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| - |
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| - |
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Net loss |
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| - |
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| - |
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| - |
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| - |
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| - |
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| ( | ) |
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| ( | ) |
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| ( | ) |
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| ( | ) | ||||||
Balance, June 30, 2025 |
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| $ |
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| $ |
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| $ |
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| $ |
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| $ |
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| $ |
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| $ |
|
| $ | ( | ) |
| $ |
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| $ | ( | ) | |||||||||||||
Share exchange agreement with BHP Capital |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| - |
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| - |
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| - |
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Common stock issued for services |
|
| - |
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| - |
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| - |
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| - |
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Forgiveness of related party account payable |
|
| - |
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| - |
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| - |
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| - |
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| - |
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Net loss |
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| - |
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| - |
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| - |
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| - |
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| - |
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| ( | ) |
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| ( | ) |
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| ( | ) | |||||||
Balance, June 30, 2026 |
|
| - |
|
| $ |
|
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| - |
|
| $ |
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| $ |
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| $ |
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| $ |
|
| $ |
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| $ |
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| $ | ( | ) |
| $ |
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| $ | ( | ) | |||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-4 |
| Table of Contents |
MedWellAI, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
| Years Ended June 30, |
| |||||
|
| 2026 |
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| 2025 |
| ||
CASH FLOWS FROM OPERATING ACTIVITIES: |
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| ||
Net income (loss) from continuing operations |
| $ | ( | ) |
| $ | ( | ) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: |
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Depreciation and amortization |
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Impairment expense |
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Stock-based compensation |
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Realized loss on sale/purchase of digital assets |
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Loss on settlement of payables |
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Loss on exchange of Series C & D preferred stock |
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Lease cost, net of repayment |
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| ( | ) |
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Change in fair value of digital assets |
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Operating cost paid with digital assets |
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Revenue recognized from Bitcoin mined |
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Changes in operating assets and liabilities: |
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Receivables |
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| ( | ) |
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Prepaid expenses and other current assets |
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Accounts payable |
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Accrued expenses |
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Sub-lease security deposit |
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| ( | ) |
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Deferred revenue |
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| ( | ) |
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Due to related party |
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Net cash provided by (used in) operating activities - continuing |
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Net cash provided by (used in) operating activities - discontinuing |
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Net cash provided by (used in) operating activities |
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CASH FLOWS FROM INVESTING ACTIVITIES: |
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Cash acquired in acquisition of Healthy Lifestyle USA LLC |
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Purchase of 51% interest in Healthy Lifestyle USA LLC |
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| ( | ) | |
Net proceeds from the sale of digital assets |
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Purchase of digital assets |
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| ( | ) | |
Purchase of property and equipment |
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| ( | ) | |
Purchase of leasehold improvements |
|
| ( | ) |
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| ( | ) |
Purchase of intangible assets |
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| ( | ) | |
Cash deposit received from subtenant |
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Net cash provided by (used in) investing activities - continuing |
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| ( | ) |
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Net cash provided by (used in) investing activities - discontinuing |
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Net cash provided by (used in) investing activities |
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| ( | ) |
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| |
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CASH FLOWS FROM FINANCING ACTIVITIES: |
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| - |
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| - |
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Net cash provided by (used in) financing activities - continuing |
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Net cash provided by (used in) financing activities - discontinuing |
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Net cash provided by (used in) financing activities |
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Net increase (decrease) in cash |
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| ( | ) |
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| |
Cash, cash equivalents, and restricted cash - beginning of period |
|
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| ||
Cash, cash equivalents, and restricted cash - end of period |
| $ |
|
| $ |
| ||
|
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SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: |
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|
Cash paid during the period for: |
|
|
|
|
|
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|
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Interest |
| $ |
|
| $ |
| ||
Income taxes |
| $ |
|
| $ |
| ||
Non-cash investing and financing activities - continuing: |
|
|
|
|
|
|
|
|
Common Stock issued for purchase of 51% interest in Healthy Lifestyle USA LLC |
| $ |
|
| $ |
| ||
Common stock payable in exchange for settlement of liabilities |
| $ |
|
| $ |
| ||
Recognition of lease liability and ROU asset at lease commencement |
| $ |
|
| $ |
| ||
Payment of amounts due to related party with digital assets |
| $ |
|
| $ |
| ||
Share exchange agreement with BHP Capital |
| $ |
|
| $ |
| ||
Forgiveness of related party account payable |
| $ |
|
| $ |
| ||
Non-cash investing and financing activities - discontinuing: |
|
|
|
|
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|
|
Common stock issued for purchase of bitcoin miners |
| $ |
|
| $ |
| ||
Purchase of bitcoin miners with digital assets |
| $ |
|
| $ |
| ||
The accompanying notes are an integral part of these consolidated financial statements.
| F-5 |
| Table of Contents |
MedWellAI, Inc.
Notes to Consolidated Financial Statements
Years Ended June 30, 2026 and 2025
1. ORGANIZATION
Organization
We were incorporated in the State of Nevada on March 22, 2011 under the name Lightcollar, Inc. In March 2015, we changed our name to EMS Find, Inc. On May 30, 2017, Integrated Ventures, Inc. (“Integrated Ventures”), a Nevada corporation, was formed as a wholly owned subsidiary of the Company. Pursuant to an Agreement and Plan of Merger dated May 30, 2017, Integrated Ventures was merged into the Company, with the Company being the surviving corporation and changing its name to Integrated Ventures, Inc. In July 2024, the Company formed three wholly-owned subsidiaries, MedWell Direct, LLC (“MedWell Direct”), MedWell Facilities, LLC (“MedWell Facilities”), and MedWell USA, LLC, all of which were organized in the State of Nevada. In June 2025, we changed our name to MedWellAI, Inc.
On August 29, 2024, the Company, through MedWell Direct, consummated its acquisition of
We are a publicly traded company (OTCQB: MWAI), based in Clearwater, Florida, that is focused on earning commissions through the use of a fully automated e-commerce platform that connects in-office buyers with multiple FDA-registered 503B pharmacies, offering GLP-1 weight management therapies, peptides and other compounds.
The Company also markets a turnkey, custom solution for qualified procurement agents and resellers to market in-office use products.
This e-commerce platform enables procurement agents and resellers to market products to licensed healthcare providers, wellness spas and telemedicine companies in a
The platform allows for seamless ordering, fulfillment, and shipping managed directly by the 503B facilities.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Because of the use of estimates inherent in the financial reporting process, actual results could differ significantly from those estimates.
Reclassification
Certain accounts from prior periods have been reclassified to conform to the current period presentation.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, MedWell Direct, MedWell Facilities, MedWell USA, and Healthy Lifestyle. The Company owns
All significant intercompany transactions and balances have been eliminated.
Cash and Cash Equivalents
The Company maintains cash balances in non-interest-bearing accounts that at times may exceed federally insured limits. For the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The Company had no cash equivalents at June 30, 2026 and June 30, 2025.
| F-6 |
| Table of Contents |
Receivables
Receivables are carried at net realizable value, representing the outstanding balance less an allowance for doubtful accounts based on a review of all outstanding amounts. Management determines the allowance for doubtful accounts by regularly evaluating individual receivables and receivables are written off when deemed uncollectible. Recoveries of receivables previously written off are recorded when received. We had an allowance for doubtful accounts of $
Property and Equipment
Property and equipment, consisting primarily of computer, other equipment, and leasehold improvements is stated at the lower of cost or estimated realizable value and is depreciated when placed into service using the straight-line method over estimated useful lives. Management has assessed the basis of depreciation of these assets and believes they should be depreciated over three – five years depending on the asset. Computers, due to their technological obsolescence reflecting rapid development of hardware that have faster processing capacity and other factors are depreciated over three years. Leasehold improvements are depreciated over five years representing the lease term. Maintenance and repairs are expensed as incurred and improvements are capitalized. Gains or losses on the disposition of property and equipment are recorded upon disposal.
Intangible Assets
The Company accounts for its intangible assets in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 350-30, General Intangibles Other Than Goodwill. ASC Subtopic 350-30, which requires assets to be measured based on the fair value of the consideration given or the fair value of the assets (or net assets) acquired, whichever is more clearly evident and, thus, more reliably measurable. Under ASC Subtopic 350-30 any intangible asset with a useful life is required to be amortized over that life and the useful life is to be evaluated every reporting period to determine whether events or circumstances warrant a revision to the remaining period of amortization. If the estimate of useful life is changed the remaining carrying amount of the intangible asset is amortized prospectively over the revised remaining useful life. Costs to renew or extend the term of intangible assets are recognized as an expense when incurred.
Impairment of Long-Lived Assets
All assets, including intangible assets subject to amortization, are reviewed for impairment when changes in circumstances indicate that the carrying amount of the asset may not be recoverable in accordance with ASC 350 and ASC 360. If the carrying amount of the asset exceeds the expected undiscounted cash flows of the asset, an impairment charge is recognized equal to the amount by which the carrying amount exceeds fair value or net realizable value. The testing of these intangibles under established guidelines for impairment requires significant use of judgment and assumptions. Changes in forecasted operations and other assumptions could materially affect the estimated fair values. Changes in business conditions could potentially require adjustments to these asset valuations. At June 30, 2026 we determined the carrying amount of leasehold improvements exceeded expected undiscounted cash flows, therefore we recognized impairment expense of $
| F-7 |
| Table of Contents |
Goodwill
Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired in a business combination. Goodwill is not amortized but is tested for impairment annually in the fourth quarter or more frequently if events or changes in circumstances indicate that the asset may be impaired. The Company operates as one reporting unit. When testing goodwill for impairment, the Company may first perform an optional qualitative assessment. If the Company determines it is not more likely than not the reporting unit’s fair value is less than its carrying value, then no further analysis is necessary. If the Company determines that it is more likely than not that the fair value of its reporting unit is less than its carrying amount, then the quantitative impairment test will be performed. Under the quantitative impairment test, if the carrying amount of the Company’s reporting unit exceeds its fair value, the Company will recognize an impairment loss in an amount equal to that excess but limited to the total amount of goodwill. Goodwill of approximately $
Leases
The Company follows the provisions of ASC 842, and records right-of-use (“ROU”) assets and lease obligations for its operating leases, which are initially recognized based on the discounted future lease payments over the term of the lease. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. If the rate implicit in the Company’s leases is not readily determinable, the Company’s applicable incremental borrowing rate is used in calculating the present value of the sum of the lease payments.
The lease term is defined as the non-cancelable period of the lease plus any options to extend or terminate the lease when it is reasonably certain that the Company will exercise the option. The Company has elected not to recognize ROU asset and lease obligations for its short-term leases, which are defined as leases with an initial term of
Discontinued Operations
The Company follows the provisions of ASC 205-20, Presentation of Discontinued Operations, which requires separate reporting if a company sells part of its business. In order to recognize discontinued operation a major product line or division of an entity must be both a component and a strategic shift in operations. The Company assessed its digital asset mining business and determined it met the criteria of ASC 205-20. We disclosed our discontinued operations separately in the consolidated balance sheets, statements of operations, and statements of cash flows as items held for sale and discontinued operations. See Note 15. Discontinued Operations.
Mezzanine
Series C and D preferred stock that contain certain default provisions requiring mandatory cash redemption that are outside the control of the Company are recorded as Mezzanine in the accompanying balance sheets.
Convertible Preferred Stock
The Company follows the provisions of ASC 480, Distinguishing Liabilities from Equity in determining if a financial instrument should be classified as a liability or equity on the balance sheet. This standard provides, among others, that the conversion of preferred stock into a variable number of equity shares and at inception, the monetary value is fixed, the instrument should be classified as a liability. As such upon the exchange of the Series C & D preferred shares on August 1, 2025 into convertible preferred stock, the Company determined the Series C convertible preferred stock met the requirements to be classified as a liability. Further, due to their convertible nature at any time at the option of the holder they are presented as current liability on the balance sheet.
| F-8 |
| Table of Contents |
Stock-Based Compensation
The Company accounts for all equity-based payments in accordance with ASC Topic 718, Compensation – Stock Compensation. ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock awards, stock options, warrants and other equity-based compensation issued to employees. The value of the portion of an award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line attribution method. The fair value of a stock award is recorded at the fair market value of a share of the Company’s stock on the grant date. The Company estimates the fair value of stock options and warrants at the grant date by using an appropriate fair value model such as the Black-Scholes option pricing model or multinomial lattice models.
Revenue Recognition
We recognize revenue in accordance with ASC 606, Revenue from Contracts with Customers. This standard provides a single comprehensive model to be used in the accounting for revenue arising from contracts with customers, including industry-specific guidance. The standard’s stated core principle is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this core principle, ASC 606 includes provisions within a five-step model that includes identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations, and recognizing revenue when, or as, an entity satisfies a performance obligation.
The following table presents the Company’s revenue by revenue source for the years ended June 30:
|
| 2026 |
|
| 2025 |
| ||
|
|
|
|
|
|
| ||
Commissions |
| $ |
|
| $ |
| ||
Online sales, net |
|
|
|
|
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| ||
Rental income |
|
|
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|
|
| ||
|
| $ |
|
| $ |
| ||
Commissions
The Company earns commissions by informing, educating, and initiating sales of health and wellness products offered by a third party to customers. The commissions earned is based on the gross sales of products to customers less costs and fees. Through the use of their e-commerce platform, the third party computes the commission payable after each sale. The third party then pays the Company the amount due. The transactions price is set as the commissions to be received based on the agreed terms. The commissions are earned at a point in time upon the successful sale of products to a customer.
The timing of commission revenue recognition may differ from the timing of payment received by the Company. The Company records a receivable when revenue is recognized prior to payment and there is an unconditional right to payment. As of June 30, 2026, the Company had receivables from commissions of $
Online Sales
The Company’s online sales, which are no longer being pursued due to regulatory hurdles, consisted of sales of health and wellness products and services through the Company’s websites, including prescription drugs. In contracts that contained prescription products issued as the result of a consultation, revenue also included medical consultation services and post-consultation service support provided by Affiliated Medical Groups (defined below). The Company defined its customer as an individual who purchased products or services through its websites. The transaction price in the Company’s contracts with customers was the total amount of consideration to which the Company expected to be entitled in exchange for transferring products or services to the customer.
| F-9 |
| Table of Contents |
The Company’s contracts that contain prescription products issued as the result of a consultation primarily included the following performance obligations: access to (i) products, as well as medication adjustments, as applicable, and (ii) consultation services, as well as post-consultation service support, as applicable. Revenue was recognized at the time the related performance obligation was satisfied by transferring the promised product to the customer and, in contracts that contain services, by the provision of consultation services to the customer. The Company satisfied its performance obligation for products at a point in time, which was upon delivery of the products to a third-party carrier. The Company satisfied its performance obligation for consultation services typically within one day and for post-consultation service support over the contract term. The customer obtained control of the products and services upon the Company’s completion of its performance obligations.
For contracts with multiple performance obligations, the transaction price is allocated to each performance obligation on a relative stand-alone selling price basis. The stand-alone selling price is based on market and cost plus estimates. For the year ended June 30, 2025, service revenue represented less than 10% of consolidated revenues.
To fulfill its promise to customers for contracts that include professional medical consultations, the Company maintained relationships with various “Affiliated Medical Groups,” which are professional corporations or other professional entities owned by licensed physicians and that engage licensed healthcare professionals (physicians, physician assistants, nurse practitioners, and mental health providers; collectively referred to as “Providers” or individually, a “Provider”) to provide consultation services. The Company accounts for service revenue as a principal in the arrangement with its customers. This conclusion is reached because (i) the Company determines which Affiliated Medical Group and Provider provides the consultation to the customer; (ii) the Company is primarily responsible for the satisfactory fulfillment and acceptability of the services; (iii) the Company incurs costs for consultation services even for visits that do not result in a prescription and the sale of products; and (iv) the Company, in its sole discretion, sets all listed prices charged on its websites and mobile applications for products and services.
Additionally, to fulfill its promise to customers for contracts that include sale of prescription products, the Company maintained relationships with certain third-party pharmacies (“Partner Pharmacies” or individually, a “Partner Pharmacy”). The Company accounted for prescription product revenue as a principal in the arrangement with its customers. This conclusion was reached because (i) the Company had sole discretion in determining which pharmacy fills a customer’s prescription; (ii) the pharmacies filled the prescription based on fulfillment instructions provided by the Company; (iii) the Company was primarily responsible to the customer for the satisfactory fulfillment and acceptability of the order; (iv) the Company was responsible for refunds of the prescription medication after transfer of control to the customer; and (v) the Company, in its sole discretion, sets all listed prices charged on its websites and mobile applications for products and services.
Payment for prescription medication was typically collected from the customer a few days in advance of product shipment in accordance with contract terms. Contract liabilities are recorded when payments have been received from the customer for undelivered products or services and are recognized as revenue when the performance obligations are later satisfied. As of June 30, 2026 and 2025, the Company had $
| F-10 |
| Table of Contents |
Rental Income
The Company recognizes rent revenue from the lease of its sub-leased properties in accordance with ASC 842, Leases. The sub-lease is categorized as an operating lease according to ASC criteria for the lease definitions. Rent revenue is recognized on a straight-line basis over the lease term, reflecting the pattern of the economic benefits derived from the lease.
The Company’s leases generally have fixed rental payments over the lease term, with occasional escalations based on predetermined factors. Rent revenue is recognized monthly as the lessor fulfills its obligations under the lease agreement.
Any lease incentives or concessions provided to lessees, such as rent-free periods or tenant improvement allowances, are recognized as a reduction of rent revenue over the lease term.
During the year ended June 30, 2026, the Company had only one lease arrangement with a single customer. On June 1, 2026 the customer notified the Company the lease would not be renewed.
Income Taxes
Income taxes are recorded in accordance with ASC Topic 740, Income Taxes, which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statement or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.
Management judgment is required in determining our provision for income taxes, our deferred tax assets and liabilities, and any valuation allowance recorded against our deferred tax assets. Deferred tax assets are reduced by a valuation allowance if, based on the consideration of all available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. Changes in assumptions in future periods may require we adjust our valuation allowance, which could materially impact our financial position and results of operations. The Company recognizes the benefit of an uncertain tax position that it has taken or expects to take on its income tax return, if such a position is more likely than not to be sustained.
Net Income (Loss) Per Share
Basic net income or loss per share is calculated by dividing net income or loss by the weighted average number of common shares outstanding for the period. Diluted income or loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock, such as “in-the-money” stock options and warrants, convertible debt and convertible preferred stock, were exercised or converted into common stock. Equivalent shares are not utilized when the effect is anti-dilutive. For the years ended June 30, 2026 and 2025, basic and diluted income per share were the same, as all securities had an antidilutive effect.
The following table presents potentially dilutive securities that were not included in the computation of diluted net income per share as their inclusion would be anti-dilutive as of June 30:
|
| 2026 |
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| 2025 |
| ||
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| ||
Convertible preferred stock |
|
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| ||
| F-11 |
| Table of Contents |
Fair Value of Financial Instruments
Assets and liabilities measured at fair value on a recurring basis
We recognize financial instruments under the following fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows:
| Level 1: | quoted prices (unadjusted) in active markets for identical assets or liabilities; | |
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| Level 2: | observable inputs other than Level 1, quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and model-derived prices whose inputs are observable or whose significant value drivers are observable; and | |
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| Level 3: | assets and liabilities whose significant value drivers are unobservable. | |
The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.
The Company will update its assumptions each reporting period based on new developments and record such amounts at fair value based on the revised assumptions until the agreements expire or contingency is resolved, as applicable.
As of June 30, 2026 and 2025 the Company did not have any assets and liabilities measured at fair value on a recurring basis.
Assets and liabilities not measured at fair value on a recurring basis
In addition to assets and liabilities that are measured at fair value on a recurring basis, we also measure certain assets and liabilities at fair value on a nonrecurring basis. Our non-financial assets, including property and equipment, are measured at fair value when there is an indication of impairment and the carrying amount exceeds the asset’s projected undiscounted cash flows. These assets are recorded at fair value only when an impairment charge is recognized.
As of June 30, 2026 and 2025, the fair values of cash, receivables, prepaid expenses and other current assets, accounts payable, and accrued expenses approximated their carrying values because of their short-term nature.
Recently Issued Accounting Pronouncements
In November 2024, the FASB issued ASU No. 2024-03 “Disaggregation of Income Statement Expenses (“ASU 2024-03”). The amendments in ASU 2024-03 aim to improve the decision usefulness of expense information on public business entities’ income statement through the disaggregation of relevant expense captions in the notes to the financial statements. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, with early adoption permitted. The Company is currently evaluating the impact of this update on its consolidated financial statements.
There were no new accounting pronouncements issued or proposed by the FASB during the year ended June 30, 2026 and through the date of filing this report which the Company believes will have a material impact on its financial statements.
3. GOING CONCERN
Historically, the Company has reported recurring net losses from operations and used net cash in operating activities. As of June 30, 2026, the Company’s current liabilities exceeded its current assets by $
| F-12 |
| Table of Contents |
The accompanying financial statements have been prepared in conformity with U.S. GAAP, which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The ability of the Company to reach a successful level of operations is dependent on the execution of management’s plans, which include the raising of capital through the debt and/or equity markets, until such time that funds provided by operations are sufficient to fund working capital requirements. If the Company were not to continue as a going concern, it would likely not be able to realize its assets at values comparable to the carrying value or the fair value estimates reflected in the balances set out in the preparation of the financial statements.
There can be no assurances that the Company will be successful in attaining a profitable level of operations or in generating additional cash from the equity/debt markets or other sources fund its operations. The financial statements do not include any adjustments relating to the recoverability of assets and classification of assets and liabilities that might be necessary. Should the Company not be successful in its business plan or in obtaining the necessary financing to fund its operations, the Company would need to curtail certain or all operational activities and/or contemplate the sale of its assets, if necessary.
4. OPERATING SEGMENTS
Operating segments are defined as components of an entity for which separate financial information is available that is regularly reviewed by the chief operating decision maker (“CODM”). The CODM is the Chief Executive Officer. The CODM uses segment net income from operations to assess the performance of, manage the operations of, and allocate capital and operational resources to the Company’s reportable operating segments. The Company does not allocate assets to the reporting segments as its assets are primarily managed on an entity-wide basis and therefore does not disclose the total assets of its reportable operating segments.
Prior to June 11, 2025, the Company operated as a single operating segment, focusing on distributing pharmaceutical products, particularly GLP medications for weight loss and diabetes management.
Starting June 11, 2025, the Company has two reportable segments, focusing on distributing pharmaceutical products, particularly GLP medications for weight loss and diabetes management and developing real estate opportunities, designed to attract healthcare providers and wellness clinic operators.
For the years ended June 30, 2026 and 2025, there were no intersegment revenues or costs of revenues that needed to be eliminated in the Consolidated Statements of Operations.
The pharmaceutical products distribution company generates revenue through commissions and online sales. Real estate development company generates revenue through rental income.
The following table illustrates segment revenue and segment net income from operations, including significant expense items reviewed by the CODM for the year ended June 30, 2026.
|
| Pharmaceutical Products Distribution |
|
| Real Estate Development |
|
| Total |
| |||
Revenue |
| $ |
|
| $ |
|
| $ |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues - rent |
|
|
|
|
|
|
|
|
| |||
General and administrative [1] |
|
|
|
|
|
|
|
|
| |||
Depreciation and amortization |
|
|
|
|
|
|
|
|
| |||
Impairment expense |
|
|
|
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment net income (loss) from operations |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
[1] | General and administrative costs consist mainly of professional fees, salaries and wages, executive compensation, information technology and software, and other payment processing fees. |
| F-13 |
| Table of Contents |
The following table illustrates the reconciliation of segment operating income to net income before taxes for the year ended June 30, 2026.
|
| June 30, 2026 |
| |
Segment loss from operations |
| $ | ( | ) |
|
|
|
|
|
Reconciling items |
|
|
|
|
Other income |
|
|
| |
Interest expense |
|
| ( | ) |
Loss on exchange of Series C & D preferred shares |
|
| ( | ) |
|
|
|
|
|
Net income (loss) from continued operations before income taxes |
| $ | ( | ) |
5. PROPERTY AND EQUIPMENT
Property and equipment consisted of the following at June 30:
|
| 2026 |
|
| 2025 |
| ||
|
|
|
|
|
|
| ||
Furniture and equipment |
| $ |
|
| $ |
| ||
Leasehold improvements |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
| ||
Less accumulated depreciation and amortization |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
Net |
| $ |
|
| $ |
| ||
Depreciation expense for the years ended June 30, 2026 and 2025 was $
6. INTANGIBLE ASSETS
Intangible assets consisted of the following at June 30:
|
| Useful Lives |
| 2026 |
|
| 2025 |
| ||
|
|
|
|
|
|
|
|
| ||
Website |
|
| $ |
|
| $ |
| |||
Less accumulated amortization |
|
|
|
| ( | ) |
|
| ( | ) |
Net website |
|
|
| $ |
|
| $ |
| ||
Amortization expense for the years ended June 30, 2026 and 2025 was $
7. OPERATING LEASE
In August 2024, the Company entered a 12-month operating lease with an option to extend for four additional one-year periods which the Company is reasonably certain they will exercise. The lease provides for approximately
| F-14 |
| Table of Contents |
Operating lease expense was $
8. RELATED PARTY TRANSACTIONS
We have one executive officer, Steve Rubakh, who is currently the sole member of our Board of Directors. The Board of Directors establishes Mr. Rubakh’s annual salary, cash bonuses, and the number of Series B preferred stock to issue Mr. Rubakh as additional compensation. Effective January 1, 2024, the Board of Directors approved Mr. Rubakh’s annual salary at $
During the years ended June 30, 2026 and 2025,
Total compensation expense included in general and administrative expenses was $
9. NOTES PAYABLE
On June 15, 2022, the Company entered into a Loan Agreement and Promissory Note with BHP Capital NY, Inc. (“BHP”) in the amount of $
10. SERIES C CONVERTIBLE PREFERRED STOCK
Effective August 1, 2025, the Company amended and restated the Certificate of Designation for its Series C Preferred Stock, effecting the consolidation of the Series C Preferred Stock and Series D Preferred Stock classes into a single series of convertible preferred stock. Per the share exchange agreement,
Dividends. Holders of Series C Convertible Preferred Stock shall be entitled to receive, and the Company shall pay, dividends on shares of Series C Convertible Preferred Stock equal to (on an as-if-converted-to-Common-Stock basis) and in the same form as dividends actually paid on shares of the Company’s Common Stock (the “Common Stock”) when, as and if such dividends are paid on shares of the Common Stock.
| F-15 |
| Table of Contents |
Voting Rights. The Series C Convertible Preferred Stock will vote together with the Common Stock on an as-converted basis subject to certain beneficial ownership limitations. In addition, for as long as any shares of Series C Convertible Preferred Stock are outstanding, the Company shall not, without the affirmative vote of the holders of a majority of the then outstanding shares of the Series C Convertible Preferred Stock (a) amend or alter the rights, powers, or preferences of the Series C Convertible Preferred Stock; (b) authorize or issue any class of stock senior to, or otherwise pari passu with, the Series C Convertible Preferred Stock; (c) amend the Company’s charter documents in a way that adversely affects the Series C Convertible Preferred Stock; (d) increase the number of authorized shares of Series C Convertible Preferred Stock; or (e) enter into any agreement with respect to any of the foregoing.
Liquidation. Upon any Liquidation (as defined in the Certificate of Amendment), holders of Series C Convertible Preferred Stock shall be entitled to receive the Stated Value of their shares plus any accrued and unpaid dividends or other applicable fees, before any distribution is made to holders of junior securities. If the Company’s assets are insufficient to pay all such amounts in full, they will be distributed pro rata among holders of Series C Convertible Preferred Stock based on the amounts otherwise payable.
Conversion. Each share of Series C Convertible Preferred Stock shall be convertible, at any time and from time to time at the option of the holder thereof, into the number of shares of Common Stock, subject to certain ownership limitations set forth in the Certificate of Amendment. The number of shares of Common Stock issuable upon conversion by dividing the Stated Value of the Series C Convertible Preferred Stock by the Conversion Price, which equals to the previous Trading Day’s closing price of the Common Stock. The Conversion Price is subject to adjustments and restrictions set forth in Section 7 of the Certificate of Amendment.
As of June 30, 2026 the Company has
11. MEZZANINE
Series C Preferred Stock
Effective January 14, 2021, the Company filed a Certificate of Designation of the Series C Convertible Preferred Stock with the Nevada Secretary of State. The Company has authorized the issuance of an aggregate of
The Company, at its sole discretion, has the right to redeem all, but not less than all, shares of the Series C preferred stock issued and outstanding upon 5 days’ notice at a defined redemption price. The holders of the Series C preferred stock do not have a right to put the shares to the Company.
The holders of the Series C preferred stock shall have the right to vote together with holders of common stock, on an as “converted basis”, on any matter that the Company’s shareholders may be entitled to vote on, either by written consent or by proxy.
As of June 30, 2025
| F-16 |
| Table of Contents |
Series D Preferred Stock
On February 19, 2021, the Company filed a Certificate of Designation of the Series D Convertible Preferred Stock with the Nevada Secretary of State authorizing the issuance of an aggregate of
Effective August 1, 2025, the Company amended and restated the Certificate of Designation for its Series C preferred stock and all 3,000 shares of Series D preferred Stock were exchanged for Series C convertible preferred stock including 1,500 shares of Series C preferred stock. As a result, as of June 30, 2026, and 2025,
12. STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred Stock
Series A Preferred Stock
In March 2015, the Company filed with the State of Nevada a Certificate of Designation establishing the designations, preferences, limitations and relative rights of
The Company has
Series B Preferred Stock
On December 21, 2015, the Company filed a Certificate of Designation for a new Series B convertible preferred stock with the State of Nevada following approval by the board of directors of the Company. Five Hundred Thousand (
| F-17 |
| Table of Contents |
The Company had
Common Stock
As of June 30, 2026, we were authorized to issue up to
The Company had
During the year ended June 30, 2026, the Company issued
During the year ended June 30, 2025, the Company issued
13. COMMITMENTS AND CONTINGENCIES
Legal Matters
From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of the date of filing of this report, there were no pending or threatened lawsuits.
Short-Term Lease
In January 2025, the Company entered a
14. INCOME TAXES
For the years ended June 30, 2026 and 2025, there was no provision for income taxes and deferred tax assets have been entirely offset by valuation allowances.
As of June 30, 2026, the Company has net operating loss carry forwards of approximately $
| F-18 |
| Table of Contents |
The Company’s income tax expense (benefit) differs from the “expected” tax expense (benefit) for Federal income tax purposes (computed by applying the United States Federal tax rate of
|
| Years Ended June 30, |
| |||||
|
| 2026 |
|
| 2025 |
| ||
|
|
|
|
|
|
| ||
Tax benefit at the statutory rate |
| $ | ( | ) |
| $ | ( | ) |
State income taxes, net of federal income tax benefit |
|
|
|
|
|
| ||
Non-deductible items |
|
|
|
|
|
| ||
Non-taxable items |
|
|
|
|
|
|
|
|
Change in valuation allowance |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
Total |
| $ |
|
| $ |
| ||
The tax effects of the temporary differences between reportable financial statement income and taxable income are recognized as deferred tax assets and liabilities.
The tax years 2020 through 2025 remain open to examination by federal agencies and other jurisdictions in which it operates.
The tax effect of significant components of the Company’s deferred tax asset at June 30, 2026 and 2025, respectively, are as follows:
|
| June 30, |
| |||||
|
| 2026 |
|
| 2025 |
| ||
|
|
|
|
|
|
| ||
Net operating loss carryforward |
| $ |
|
| $ |
| ||
Accumulated depreciation |
|
|
|
| ( | ) | ||
Less valuation allowance |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
Net |
| $ |
|
| $ |
| ||
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.
Because of the historical earnings history of the Company, the net deferred tax assets as of June 30, 2026 and 2025 were fully offset by a
15. DISCONTINUED OPERATIONS
Through June 6, 2024, we operated our digital asset mining operations in a hosted facility in Granbury, Texas. As of June 7, 2024, all miners were disconnected from their power source and many were sold during the year ended June 30, 2025. This marked a strategic shift in the Company’s operations.
| F-19 |
| Table of Contents |
The following is a reconciliation of major classes of assets and liabilities classified as held for sale on our consolidated balance sheets:
|
| June 30, |
| |||||
|
| 2026 |
|
| 2025 |
| ||
Major classes of assets included as held for sale |
|
|
|
|
|
| ||
Prepaid expenses and other current assets |
| $ |
|
| $ |
| ||
Deposits, current |
|
|
|
|
|
| ||
Current assets held for sale |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Property and equipment, net |
|
|
|
|
|
| ||
Other assets held for sale |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Total major classes of assets held for sale in the consolidated balance sheets |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Major classes of liabilities included as discontinued operations |
|
|
|
|
|
|
|
|
Accounts payable |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Total major classes of liabilities held for sale in the consolidated balance sheets |
| $ |
|
| $ |
| ||
The following is a reconciliation of major classes of revenue and expenses classified as discontinued operations on our consolidated income statements:
|
| During the Years Ended June 30, |
| |||||
|
| 2026 |
|
| 2025 |
| ||
Major classes of line items constituting net income (loss) from discontinued operations |
|
|
|
|
|
| ||
Digital asset mining revenue |
| $ |
|
| $ |
| ||
Cost of revenues – energy, hosting, and other |
|
|
|
|
|
| ||
General and administrative |
|
| ( | ) |
|
|
| |
Depreciation and amortization |
|
| ( | ) |
|
| ( | ) |
Impairment expense |
|
| ( | ) |
|
| ( | ) |
Gain on settlement of payables |
|
|
|
|
|
| ||
Gain on sale of property and equipment |
|
|
|
|
|
| ||
Total major classes of line items constituting net income (loss) from discontinued operations |
| $ | ( | ) |
| $ | ( | ) |
Digital Asset Mining - Revenue
To generate revenue from mining bitcoin, the Company had entered into a digital asset mining pool by executing a contract, as amended from time to time, with the mining pool operator to provide computing power to the mining pool. The contract was terminable at any time by either party without penalty and the Company’s enforceable right to compensation only began when the Company provided computing power to the mining pool operator. In exchange for providing computing power, we were entitled to a Full-Pay-Per-Share payout of Bitcoin based on a contractual formula, which primarily calculated the hash rate provided by us to the mining pool as a percentage of total network hash rate, and other inputs. We were entitled to consideration even if a block was not successfully placed by the mining pool operator. As of June 7, 2024, all miners were disconnected from their power source and many were sold during the year ended June 30, 2025.
Digital Asset Mining - Expenses
During the year ended June 30, 2026 and 2025, we impaired mining equipment and recognized impairment expense of $
Digital Asset Mining - Gains
On February 7, 2025, the Company agreed to terminate its hosting and power purchase agreement. As a result, the hosting facility agreed to forgive $
During the years ended June 30, 2026 and 2025, we recognized a $
16. SUBSEQUENT EVENTS
Management has evaluated subsequent events according to the requirements of ASC TOPIC 855, and has determined there are no material events to be disclosed except as follows:
As of July 15, 2026, the Company opted not to renew its operating lease, which significantly reduced the undiscounted future cash flows at June 30, 2026. At June 30, 2026 we revalued the right of use asset and lease liability to zero and recorded the difference of $(
On July 21, 2026 the Company entered into a convertible promissory note with Quick Capital for a principal amount of $
| F-20 |
| Table of Contents |
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
We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Exchange Act is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. To address the material weaknesses, we performed additional analysis and other post-closing procedures in an effort to ensure our financial statements included in this Annual Report have been prepared in accordance with generally accepted accounting principles. Accordingly, management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Our management assessed the effectiveness of our internal control over financial reporting as of June 30, 2026. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. We have identified the following material weaknesses:
1. | As of June 30, 2026, we did not maintain effective controls over the control environment. Specifically, the Board of Directors does not currently have any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-B. Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness. |
2. | As of June 30, 2026, due to the inherent issue of segregation of duties in a small company, we have relied heavily on entity or management review controls and engaged an outside financial consultant to lessen the issue of segregation of duties over accounting, financial close procedures and controls over financial statement disclosure. Accordingly, management has determined that this control deficiency constitutes a material weakness. |
|
|
3. | As of June 30, 2026, we did not establish a written policy for the approval, identification and authorization of related party transactions. Accordingly, management has determined that this control deficiency constitutes a material weakness. |
Because of these material weaknesses, management has concluded that the Company did not maintain effective internal control over financial reporting as of June 30, 2026, based on the criteria established in “Internal Control-Integrated Framework” issued by the COSO.
Changes in Internal Control Over Financial Reporting
There have been no changes in the Company’s internal control over financial reporting through the date of this report or during the quarter ended June 30, 2026, that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Independent Registered Accountant’s Internal Control Attestation
This Annual Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Annual Report.
Corrective Action
Management plans to address the structure of the Board of Directors and discuss adding an audit committee during the fiscal year ending June 30, 2027.
Item 9B. Other Information.
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
| 25 |
| Table of Contents |
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Directors and Executive Officers
The following table sets forth the names and positions of our current executive officers and directors.
Name and Address |
| Age |
| Position(s) Held |
|
|
|
|
|
Steve Rubakh |
| 63 |
| President, CEO, CFO, Secretary, and Director |
Biographies of Directors and Executive Officers
Steve Rubakh has been our President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer, and a Director since April 1, 2015. Mr. Rubakh founded EMS Factory, Inc., in 2011, where he oversaw the day-to-day operations and assisted in building and creating a vision for the company. At the end of 2014, Mr. Rubakh took the company to the next stage by initiating the development of the on-demand mobile application and platform on which the Company strategy is now based. In 2003, he founded Power Sports Factory, Inc., and served as the President until 2010. Prior to founding Power Sports Factory, Mr. Rubakh was the founder of International Parking Concepts specializing in providing services to the hospitality industry. Mr. Rubakh attended both Community College of Philadelphia and Temple University majoring in business administration.
Corporate Governance
Directors are elected at the annual stockholder meeting or appointed by our Board of Directors and serve for one year or until their successors are elected and qualified. When a new director is appointed to fill a vacancy created by an increase in the number of directors, that director holds office until the next election of one or more directors by stockholders. Officers are appointed by our Board of Directors and their terms of office are at the discretion of our Board of Directors.
Committees of our Board of Directors
Audit Committee
Our Board of Directors plans to establish an Audit Committee, the members of which shall be considered as independent under the standards for independence for audit committee members established by Nasdaq. The Audit Committee will operate under a written charter.
Other Committees
The Board does not have standing compensation or nominating committees. The Board does not believe a compensation or nominating committee is necessary based on the size of the Company, the current levels of compensation to corporate officers and voting control by our major stockholder. The Board will consider establishing compensation and nominating committees at the appropriate time.
| 26 |
| Table of Contents |
Stockholder Communications
The Board has not established a formal process for stockholders to send communications, including director nominations, to the Board; however, the names of all directors are available to stockholders in this report. Any stockholder may send a communication to any member of the Board of Directors, in care of the Company, at 2380 Drew Street, Suite 3, Clearwater, Florida 33765 (Attention: Secretary). Director nominations submitted by a stockholder will be considered by the full Board. Due to the infrequency of stockholder communications to the Board, the Board does not believe that a more formal process is necessary. However, the Board will consider, from time to time, whether adoption of a more formal process for such stockholder communications has become necessary or appropriate.
Other Information about our Board of Directors
During our fiscal year ended June 30, 2026, our Board of Directors acted by written consent 2 times.
Directors’ and Officers’ Liability Insurance
The Company does not have directors’ and officers’ liability insurance insuring our directors and officers against liability for acts or omissions in their capacities as directors or officers.
Director Compensation
We compensate directors as per specific agreements with each director, as applicable. Director compensation to Steve Rubakh, our sole director, is included in the total compensation discussed in Item 11, Executive Compensation.
Section 16(a) Compliance by Officers and Directors
Based solely upon a review of Mr. Steve Rubakh, our CEO, we filed Form 5 during the fiscal year ended June 30, 2026. We believe we did not need to nor did we file any Forms 3 or 4 during the fiscal year ended June 30, 2026.
Item 11. Executive Compensation.
General
We have one executive officer. Mr. Rubakh is paid an annual salary established by and bonuses as determined by the Board of Directors. Effective January 1, 2024, the Board of Directors approved Mr. Rubakh’s annual salary at $250,000 and quarterly cash bonus to be $100,000.
The following summary compensation table sets forth information concerning compensation for services rendered in all capacities, including that of director, during the fiscal years ended June 30, 2026 and 2025 awarded to, earned by or paid to our executive officer.
| 27 |
| Table of Contents |
Name and Principal Position |
| Year |
| Salary (2) ($) |
|
| Bonus (2) ($) |
|
| Stock Awards ($) |
|
| Option and Warrant Awards ($) |
|
| Non-Equity Incentive Plan Compensation ($) |
|
| Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($) |
|
| All Other Compensation ($) |
|
| Total ($) |
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Steve Rubakh |
| 2026 |
| 250,000 |
|
| 400,000 |
|
| - |
|
| - |
|
| - |
|
| - |
|
| - |
|
| 650,000 |
| ||||||||
Chief Executive Officer, Chief Financial Officer and Director(1) |
| 2025 |
|
| 250,000 |
|
|
| 400,000 |
|
|
| - |
|
|
| - |
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| - |
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| - |
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| - |
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| 650,000 |
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(1) | Mr. Rubakh was appointed as CEO, CFO and Director on April 1, 2015. |
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(2) | The Board of Directors of the Company set the annual compensation for Steve Rubakh to include annual salary of $250,000 effective April 1, 2021. In addition, the Board of Directors approved a bonus of $100,000 per quarter beginning the quarter ended March 31, 2024. |
Accrued compensation payable to Steve Rubakh as of June 30, 2026 and 2025 was $711,115 and $209,419, respectively.
Employment Agreement
On July 22, 2025, the Company entered into an employment agreement with Steve Rubakh, pursuant to which Mr. Rubakh serves as the Company's Chief Executive Officer and President for an initial term of five years, subject to earlier termination. Under the agreement, Mr. Rubakh receives an annual base salary of $250,000, subject to increase at the discretion of the Board of Directors, and is entitled to a quarterly bonus of $100,000. Mr. Rubakh is also entitled to health insurance benefits, reimbursement of pre-approved business expenses, four weeks of paid vacation, and seven paid sick days per year. During the initial term, the Company may terminate Mr. Rubakh's employment only for cause. Upon any termination for cause, death, or disability, Mr. Rubakh (or his estate) is entitled to full payment of the entire contract within thirty days. Following the initial five-year term, Mr. Rubakh's employment continues on an at-will basis. The agreement also contains customary non-competition, non-solicitation (for one year following termination), and confidentiality covenants.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The following table sets forth information regarding the beneficial ownership of the Company’s common stock, Series A Preferred Stock, Series B preferred stock, and Series C Convertible Preferred Stock as of October 7, 2026, for:
i. | each person or entity who, to our knowledge, beneficially owns more than 5% of each class or series of our outstanding stock; |
ii. | each executive officer and named officer; |
iii. | each director; and |
iv. | all of our officers and directors as a group. |
Except as indicated in the footnotes to the following table, the persons named in the table has sole voting and investment power with respect to all shares of common stock and preferred stock beneficially owned. Except as otherwise indicated, the address of each of the stockholders listed below is: c/o 2380 Drew Street, Suite 3, Clearwater, Florida, 33765.
| 28 |
| Table of Contents |
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| Name of |
| Amount and Nature of |
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| Percent of |
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| Total Voting |
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Title of Class |
| Beneficial Owners |
| Ownership(1) |
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| Class |
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| Shares |
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Common stock, $0.001 par value |
| Steve Rubakh(2) |
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| 3,642,401 | (2) |
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| 55.7 | % |
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| 3,642,401 | (2) |
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Series A preferred stock, $0.001 par value |
| Steve Rubakh(2)(3) |
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| 500,000 |
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| 100 | % |
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| 500,000,000 |
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Series B preferred stock, $0.001 par value |
| Steve Rubakh(2) |
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| 130,000 |
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| 100 | % |
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| 13,000,000 |
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Series C convertible preferred stock, $0.001 par value |
| BHP Capital NY, Inc. (4) |
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| 6,500 |
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| 100 | % |
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| 21,666,667 |
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All officers and directors as a group (one person - Steve Rubakh) |
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| 516,642,401 |
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Percentage of voting shares held by all officers and directors as a group (one person - Steve Rubakh) |
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| 95.46 | % |
(1) | Beneficial Ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Unless otherwise stated, each of the beneficial owners listed above has direct ownership of and sole voting power and investment power to the shares of the Company’s common stock. |
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(2) | Mr. Rubakh owns 3,348,497 shares of common stock directly and has voting control over 293,904 shares held by Stanislav Rubakh and Kim Rubakh, and, as a result, has voting control over 3,642,401 shares of common stock. Mr. Rubakh owns all of the outstanding 500,000 shares of the super-voting Series A Preferred stock directly, representing 500,000,000 voting shares. Mr. Rubakh holds 130,000 shares of Series B Convertible Preferred Stock directly, convertible into 13,000,000 shares of common stock and representing 13,000,000 total voting shares. |
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(3) | The Series A preferred stock is not convertible into common stock but each is representative of 1,000 shares of common stock solely for voting purposes. |
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(4) | The Series C preferred stock is convertible into 21,666,667 shares of common stock, and the holder has the right to vote, together with holders of Common Stock, on an as “converted basis”. The natural person with voting power on behalf of BHP Capital NY Inc. is Bryan Pantofel. The address of BHP Capital NY, Inc. is 45 SW 9th St. Suite 1603, Miami FL, 33130. |
Applicable percentage ownership in the preceding table is based on 6,536,580 shares of common stock outstanding as of October 7, 2026 plus any options, warrants, or other securities exercisable or convertible within 60 days of October 7, 2026. Under Rule 13d-3(d)(1), shares not outstanding that are subject to options, warrants, or other securities exercisable or convertible within 60 days are deemed outstanding for the purpose of calculating the number and percentage owned by such person, but not deemed outstanding for the purpose of calculating the percentage owned by each other person listed.
Changes in Control
None.
| 29 |
| Table of Contents |
Item 13. Certain Relationship and Related Transactions, and Director Independence.
Certain Relationships and Related Transactions
The following is a description of transactions since July 1, 2024 and each currently proposed transaction in which we have been or are to be a participant and:
● | the amounts involved exceeded or will exceed the lesser of $120,000 and one percent 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 outstanding capital stock, or any immediate family member of or person sharing the household with, any of these individuals, had or will have a direct or indirect material interest. |
The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interest. The Company has not formulated a policy for the resolution of such conflicts.
We have one executive officer, Steve Rubakh, who is currently the sole member of our Board of Directors. Mr. Rubakh is paid an annual salary and bonuses as determined by the Board of Directors.
The Board of Directors of the Company set the current annual compensation for Steve Rubakh to include annual salary of $250,000 per year effective April 1, 2021. Total compensation expense included in general and administrative expenses was $650,000 and $650,000 for the years ended June 30, 2026 and 2025, respectively. Amounts due to related party, consisting of accrued salary to Mr. Rubakh, totaled $711,115 and $209,419 as of June 30, 2026 and 2025, respectively.
Director Independence
We currently have no independent directors as that term is defined in Rule 4200 of Nasdaq’s listing standards.
Item 14. Principal Accountant Fees and Services.
Audit Fees
For the years ended June 30, 2026 and 2025, the aggregate fees billed by M&K CPAS PLLC for professional services rendered for the audit (including quarterly reviews) of our annual financial statements included in our annual report on Form 10-K were $71,700 and $74,250, respectively.
Audit fees consist of amounts billed for the audit of our annual financial statements, review of financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagement.
Audit-Related Fees
For the years ended June 30, 2026 and 2025, the aggregate fees billed by M&K CPAS PLLC for audit-related fees were $0 and $2,750, respectively. Audit-related fees consist of assurance and related services that are reasonably related to the performance of the audit and reviews of our financial statements and are not included in “audit fees.”
Tax Fees
Tax fees consist of professional services rendered for tax compliance, tax advice and tax planning. The nature of these tax services is tax preparation. Our independent auditors do not provide us with tax compliance, tax advice or tax planning services.
All Other Fees
None.
Audit Committee Approval
We do not have an audit committee of our board of directors. We believe that each member of our board has the expertise and experience to adequately serve our stockholders’ interests while serving as directors. Since we are not required to maintain an audit committee and our full board acts in the capacity of an audit committee, we have not elected to designate any member of our board as an “audit committee financial expert.”
Item 15. Exhibits and Financial Statement Schedules.
(a) | The list of financial statements required by this Item is set forth in Item 8. |
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|
(b) | Exhibits: See the list of Exhibits in the Exhibits Index to this Annual Report immediately preceding the Signature Page, which Exhibits are incorporated herein by reference. |
Item 16. Form 10-K Summary.
Not Applicable.
| 30 |
| Table of Contents |
EXHIBIT INDEX
Exhibit Number |
| Exhibit Description |
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| Description of Exhibit |
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| 31 |
| Table of Contents |
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| Employment Agreement, dated July 22, 2025, by and between the Company and Steve Rubakh | |
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| Section 1350 Certification of Principal Executive Officer and Principal Financial Officer | |
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101.INS |
| Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)* |
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101.SCH |
| Inline XBRL Taxonomy Extension Schema * |
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101.CAL |
| Inline XBRL Taxonomy Extension Calculation Linkbase * |
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101.DEF |
| Inline XBRL Taxonomy Extension Definition Linkbase * |
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101.LAB |
| Inline XBRL Taxonomy Extension Label Linkbase * |
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101.PRE |
| Inline XBRL Taxonomy Extension Presentation Linkbase * |
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104 |
| Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)* |
_________
* Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed “furnished” and not “filed” or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act, or deemed “furnished” and not “filed” for purposes of Section 18 of the Exchange Act, and otherwise is not subject to liability under these sections.
** Filed herewith.
| 32 |
| Table of Contents |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
MEDWELLAI, INC.
/s/ Steve Rubakh |
| October 13, 2026 |
Steve Rubakh, Chief Executive Officer, Chief Financial Officer, and Director (Principal Executive Officer and Principal Financial and Accounting Officer) |
| Date |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
/s/ Steve Rubakh |
| October 13, 2026 |
Steve Rubakh, Chief Executive Officer, Chief Financial Officer, and Director (Principal Executive Officer and Principal Financial and Accounting Officer) |
| Date |
| 33 |
EXHIBIT 3.16
|
|
| FRANCISCO V. AGUILAR Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov |
| Profit Corporation: Certificate of Amendment (PURSUANT TO NRS 78.380 & 78.385/78.390) Certificate to Accompany Restated Articles or Amended and Restated Articles (PURSUANT TO NRS 78.403) Officer's Statement (PURSUANT TO NRS 80.030) |
TYPE OR PRINT - USE DARK INK ONLY - DO NOT HIGHLIGHT
| 1. Entity information: | Name of entity as on file with the Nevada Secretary of State: |
| |||||
| Integrated Ventures, Inc. |
| ||||||
| Entity or Nevada Business Identification Number (NVID): NV20111196635 |
| ||||||
| 2. Restated or Amended and Restated Articles: (Select one) (If amending and restating only, complete section 1,2 3, 5 and 6) |
| ☐ | Certificate to Accompany Restated Articles or Amended and Restated Articles |
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| ☐ | Restated Articles - No amendments; articles are restated only and are signed by an officer of the corporation who has been authorized to execute the certificate by resolution of the board of directors adopted on: The certificate correctly sets forth the text of the articles or certificate as amended to the date of the certificate. |
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| ☐ | Amended and Restated Articles |
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| * Restated or Amended and Restated Articles must be included with this filing type. |
| ||||
| 3. Type of Amendment Filing Being Completed: (Select only one box) (If amending, complete section 1, 3, 5 and 6.) |
| ☐ | Certificate of Amendment to Articles of Incorporation (Pursuant to NRS 78.380 - Before Issuance of Stock) |
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| The undersigned declare that they constitute at least two-thirds of the following: |
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| (Check only one box) ☐ incorporators ☐ board of directors |
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| The undersigned affirmatively declare that to the date of this certificate, no stock of the corporation has been issued |
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| ☒ | Certificate of Amendment to Articles of Incorporation (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock) |
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| The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation* have voted in favor of the amendment is: 68.4% |
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| ☐ | Officer's Statement (foreign qualified entities only) - |
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| Name in home state, if using a modified name in Nevada: |
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| Jurisdiction of formation: |
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| Changes to takes the following effect: |
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| ☐ | The entity name has been amended. | ☐ | Dissolution |
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| ☐ | The purpose of the entity has been amended. | ☐ | Merger |
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| ☐ | The authorized shares have been amended. | ☐ | Conversion |
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| ☐ | Other: (specify changes) |
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| * Officer's Statement must be submitted with either a certified copy of or a certificate evidencing the filing of any document, amendatory or otherwise, relating to the original articles in the place of the corporations creation. |
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| This form must be accompanied by appropriate fees. | Page 1 of 2 Revised: 12/12/2022 |
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| FRANCISCO V. AGUILAR Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov |
| Profit Corporation: Certificate of Amendment (PURSUANT TO NRS 78.380 & 78.385/78.390) Certificate to Accompany Restated Articles or Amended and Restated Articles (PURSUANT TO NRS 78.403) Officer's Statement (PURSUANT TO NRS 80.030) | |||||||
| 4. Effective Date and Time: (Optional) |
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| Date: Time: |
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| (must not be later than 90 days after the certificate is filed) |
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| 5. Information Being Changed: (Domestic corporations only) |
| Changes to takes the following effect: |
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| ☐ | The entity name has been amended. |
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| ☐ | The registered agent has been changed. (attach Certificate of Acceptance from new registered agent) |
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| ☐ | The purpose of the entity has been amended. |
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| ☒ | The authorized shares have been amended. |
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| ☐ | The directors, managers or general partners have been amended. |
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| ☐ | IRS tax language has been added. |
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| ☐ | Articles have been added. |
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| ☐ | Articles have been deleted. |
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| ☐ | Other. |
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| The articles have been amended as follows: (provide article numbers, if available) |
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| Article 3: stock is being restated. |
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| (attach additional page(s) if necessary) |
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| 6. Signature: (Required) |
| X |
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| Chief Executive Officer |
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| Signature of Officer or Authorized Signer |
| Title |
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| X |
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| Signature of Officer or Authorized Signer |
| Title |
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| *If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof. |
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| Please include any required or optional information in space below: (attach additional page(s) if necessary) |
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| The following amended Article 3. Shall replace, in its entirely, Article 3. of the Corporation’s Articles of Incorporation:
“3. The corporation shall have authority to issue a total of Three Hundred Two Million Seven Thousand (302,007,000) shares, of which Three Hundred Million (300,000,000) shares shall be Common Stock, par value $0.001 per share (the “Common Stock”), and Two Million Seven Thousand (2,007,000) shares shall be Preferred Stock (the “Preferred Stock”).” |
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| This form must be accompanied by appropriate fees. | Page 2 of 2 Revised: 12/12/2022 |
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
INTEGRATED VENTURES, INC.
(Pursuant to NRS 78.385 and 78.390 – After Issuance of Stock)
FIRST: The name of the corporation is Integrated Ventures, Inc. (the “Corporation”). The name under which it was originally formed is “Lightcollar, Inc.”
SECOND: The certificate of incorporation of the Corporation (such certificate of incorporation, as amended or restated and in effect thereafter, the “Certificate of Incorporation”) was filed with the Secretary of State of Nevada on March 22, 2011.
THIRD: The Certificate of Incorporation is hereby amended as follows:
The following amended Article 3. shall replace, in its entirety, Article 3. of the Corporation’s Articles of Incorporation:
“3. The corporation shall have authority to issue a total of Three Hundred Two Million Seven Thousand (302,007,000) shares, of which Three Hundred Million (300,000,000) shares shall be Common Stock, par value $0.001 per share (the "Common Stock"), and Two Million Seven Thousand (2,007,000) shares shall be Preferred Stock (the "Preferred Stock").”
FOURTH: The certificate of amendment was authorized, pursuant to Sections 78.390 of the Nevada Revised Statutes, by the vote of the board of directors, followed by the written consent, setting forth the action so taken, of the holders of the required outstanding shares.
|
| /s/ Steve Rubakh |
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| Name: Steve Rubakh |
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| Title: Chief Executive Officer |
|
EXHIBIT 3.19
|
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| FRANCISCO V. AGUILAR Secretary of State 401 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov |
| Certificate of Correction NRS 78, 78A, 80, 81, 82, 84, 86, 87, 87A, 88, 88A, 89 and 92A
(Only one document may be corrected per certificate.) |
| INSTRUCTIONS: |
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| 1. | Enter the current name as on file with the Nevada Secretary of State and enter the Entity or Nevada Business Identification Number (NVID). |
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| 2. | Name of document with inaccuracy or defect. |
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| 3. | Filing date of document with inaccuracy or defect. |
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| 4. | Brief description of inaccuracy or defect. |
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| 5. | Correction of inaccuracy or defect. |
| ||||
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| 6. | Must be signed by Authorized Signer. Form will be returned if unsigned. |
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| 1. Entity Information: | Name of entity as on file with the Nevada Secretary of State: |
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| MedWellAI, Inc. |
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| Entity or Nevada Business Identification Number (NVID): NV20111196635 |
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| 2. Document: | Name of document with inaccuracy or defect: |
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| Profit Corporation: Certificate of Amendment |
| |||
| 3. Filing Date: | Filing date of document which correction is being made: August 18, 2023 |
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| 4. Description: | Description of inaccuracy or defect: |
| |||||
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| The Certificate of Amendment erroneously stated a total authorized share number of 302,007,000 and an authorized share number of preferred stock of 2,007,000. Please see Exhibit A for entire description. |
| |||
| 5. Correction: | Correction of inaccuracy or defect: |
| |||||
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| The authorized share number of preferred stock should have remained at 20,000,000. Please see Exhibit A for entire correction. |
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| 6. Signature: |
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| (Required) |
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| ✖ | /s/ Steve Rubak |
| 04/13/2026 |
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| Signature |
| Date |
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This form must be accompanied by appropriate fees.
Page 1 of 1
Revised: 8/1/2023
Exhibit A
4. Description of inaccuracy or defect:
The Certificate of Amendment erroneously amended Article 3 of the Articles of Incorporation, as amended, of MedWellAI, Inc. (the “Company”) to state a total authorized share number of 302,007,000 and an authorized share number of preferred stock of 2,007,000 where only the authorized share number of common stock should have been amended to 300,000,000. The authorized share number of preferred stock should have remained at 20,000,000, as stated in the Company’s previous Articles of Incorporation filings.
5. Correction of inaccuracy or defect:
The following text in the Certificate of Amendment:
“3. The corporation shall have authority to issue a total of Three Hundred Two Million Seven Thousand (302,007,000) shares, of which Three Hundred Million (300,000,000) shares shall be Common Stock, par value $0.001 per share (the “Common Stock”), and Two Million Seven Thousand (2,007,000) shares shall be Preferred Stock (the “Preferred Stock”)” is hereby corrected in its entirety with the following:
“3. The corporation shall have authority to issue a total of Three Hundred Twenty Million (320,000,000) shares, of which Three Hundred Million (300,000,000) shares shall be Common Stock, par value $0.001 per share (the “Common Stock”), and Twenty Million (20,000,000) shares shall be Preferred Stock (the “Preferred Stock”)”
EXHIBIT 4.1
Description of Securities Registered Under Section 12 of the Exchange Act
MedWellAI, Inc. has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: our common stock. The following summary description of our capital stock is based on our articles of incorporation and bylaws, as amended, which are filed as exhibits to our Annual Report on Form 10-K and are incorporated by reference herein. This summary is subject to and qualified by the provisions of our articles of incorporation and bylaws, as amended, and the applicable provisions of Nevada law.
The aggregate number of shares that we are authorized to issue is 320,000,000, consisting of 300,000,000 shares of common stock, par value $0.001 per share, and 20,000,000 shares of preferred stock, par value $0.001 per share.
Common Stock
Voting Rights. Holders of shares of common stock are entitled to one vote per share held of record on all matters to be voted upon by the stockholders. There is no cumulative voting.
Dividend Rights. Holders of shares of common stock are entitled to ratably receive dividends when and if declared by the board of directors out of funds legally available for that purpose, subject to any prior rights and preferences applicable to any outstanding preferred stock.
Liquidation Rights. Upon liquidation, dissolution or winding up, the holders of common stock are entitled to receive ratably the assets available for distribution after payment of liabilities and the liquidation preference of any outstanding shares of preferred stock.
Other Matters. The shares of common stock have no preemptive rights. All outstanding shares of common stock are fully paid and non-assessable.
Preferred Stock
Our articles of incorporation, as amended, give the board of directors the power to issue shares of preferred stock in one or more series without stockholder approval, with such designations, rights, preferences, privileges, and restrictions as the board may determine. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could have the effect of making it more difficult for a third party to acquire a majority of our outstanding voting stock.
Series A Preferred Stock
We have designated 1,000,000 shares of Series A Preferred Stock, par value $0.001 per share. Each share of Series A Preferred Stock entitles the holder to 1,000 votes per share on all matters submitted to a vote of stockholders; this voting ratio is not adjustable for stock splits or similar events. Holders of Series A Preferred Stock are not entitled to receive dividends. The Series A Preferred Stock is not convertible into common stock and has no liquidation preference. Any amendment, alteration, or repeal of the certificate of designation that adversely affects the rights of the Series A Preferred Stock, or any reclassification of the Series A Preferred Stock, requires the affirmative vote of at least 51% of the outstanding shares of Series A Preferred Stock voting as a separate class.
| 1 |
Series B Convertible Preferred Stock
We have designated 1,500,000 shares of Series B Convertible Preferred Stock, par value and stated value of $0.001 per share.
Conversion. Each share of Series B Convertible Preferred Stock is convertible into 100 shares of common stock (the conversion ratio adjusts for mergers and spin-offs but not for stock splits).
Voting. Holders of Series B Convertible Preferred Stock vote on an as-converted basis with the common stock.
Dividends. Holders of Series B Convertible Preferred Stock are entitled to receive dividends, when and as declared by the board of directors out of funds legally available therefor.
Liquidation. Holders of Series B Convertible Preferred Stock are entitled to receive the stated value per share before any distribution to junior securities.
Protective Provisions. The consent of holders of at least 90% of the outstanding shares of Series B Convertible Preferred Stock is required for adverse amendments to the certificate of designation, authorization or issuance of additional shares of Series B Convertible Preferred Stock, or issuance of securities senior to the Series B Convertible Preferred Stock. The Series B Convertible Preferred Stock ranks junior to all other previously issued series of preferred stock.
Series C Convertible Preferred Stock
We have designated 6,500 shares of Series C Convertible Preferred Stock, par value of $0.001 per share and stated value of $1,000 per share. The Series C Convertible Preferred Stock consolidates the formerly issued Series C Convertible Preferred Stock and Series D Convertible Preferred Stock through a share exchange agreement effective August 1, 2025.
Conversion. Each share of Series C Convertible Preferred Stock is convertible into shares of common stock at a variable conversion price equal to the closing price of the common stock on the trading day immediately preceding the conversion date, subject to a 4.99% beneficial ownership limitation (the “Beneficial Ownership Limitation”).
Voting. Holders of Series C Convertible Preferred Stock vote on an as-converted basis with the common stock subject to the Beneficial Ownership Limitation.
Dividends. Holders of Series C Convertible Preferred Stock participate in dividends on an as-converted basis with holders of common stock.
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Liquidation. Holders are entitled to receive the stated value per share before any distribution to junior securities.
Protective Provisions. The consent of holders of at least 75% of the outstanding Series C Convertible Preferred Stock is required for incurrence of certain indebtedness, creation of certain liens, adverse amendments to the certificate of designation, repurchase of junior securities, and non-arm’s-length related-party transactions.
Registration Rights. Holders have piggyback registration rights for shares of common stock issuable upon conversion.
Event of Default. Upon an event of default, the stated value increases to $1,150 per share.
Series D Convertible Preferred Stock
We have designated 4,000 shares of Series D Convertible Preferred Stock, par value of $0.001 per share and stated value of $1,100 per share. All outstanding shares of Series D Convertible Preferred Stock were exchanged for the current Series C Convertible Preferred Stock effective August 1, 2025, and no shares of Series D Convertible Preferred Stock remain outstanding. Historical terms included a fixed conversion price of $37.50 per share ($18.75 upon an event of default), 12% cumulative dividends (increasing to 18% upon default), a stated value liquidation preference, and protective provisions substantially similar to those of the current Series C Convertible Preferred Stock.
Anti-Takeover Effects of Nevada Law and Our Articles of Incorporation and Bylaws
Our purpose is to engage in any lawful act or activity for which a corporation may be organized under the Nevada Revised Statutes (“NRS”). Our bylaws, as amended, provide that the number of directors will be fixed by the board of directors.
We have opted out of the provisions of NRS 78.378–78.3793 (control share acquisitions) and NRS 78.411–78.444 (combinations with interested stockholders). Our authorized but unissued shares of common stock and preferred stock are available for future issuance without stockholder approval, except as may be required under applicable listing rules, and could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger, or otherwise. Any action required or permitted by the NRS to be taken at a meeting of stockholders may be taken without a meeting by written consent of stockholders holding not less than the minimum number of votes necessary to authorize or take such action.
Under our articles of incorporation, as amended, to the fullest extent permitted by NRS Chapter 78, our directors have no personal liability to us or our stockholders for monetary damages for breach of fiduciary duty as a director, except for liability arising from (i) acts or omissions involving intentional misconduct, fraud, or a knowing violation of law, or (ii) the payment of unlawful distributions to stockholders.
Transfer Agent and Registrar
The transfer agent and registrar of our common stock is ClearTrust, LLC, 16540 Pointe Village Drive, Suite 210, Lutz, FL 33558.
Listing
Our common stock is quoted on the OTCQB Venture Market under the symbol “MWAI.”
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EXHIBIT 10.2
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (this "Agreement") is made and dated as of July 22, 2025, between Steve Rubakh ("Employee") and MedWell Ai, Inc. (the "Employer" or "Company"). This Agreement shall be hereinafter referred to as the "Employment Agreement".
W I T N E S S E T H:
WHEREAS, the Employer and Employee mutually desire to enter into this Employment Agreement with respect to Employee's employment by the Employer;
NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained, and for other good and valuable consideration the receipt of which is hereby acknowledged, the Employer and Employee hereby agree as follows:1. Employment of Employee.
The Employer hereby employs Employee as its CEO of MedWell Ai, Inc, Inc for the Employment Period defined below. Employee hereby accepts such employment with the Employer upon the terms and conditions hereinafter set forth.
2. Employment Period.
Subject to the earlier termination as provided in section 5, the term of Employee's employment under this Agreement shall commence upon (i) the approval of the board of directors of the Employer (the "Board") of the Employee’s Employment Agreement, and (ii) execution hereof (the "Commencement Date"), and shall continue for a period of five (5) years (the "Initial Employment Period"), unless sooner terminated as hereinafter provided.
3. Duties, Responsibilities and Assignment.
3.1. General. During the Employment Period, Employee shall have the title of CEO and President. Employee understands that he will be responsible for overseeing the Company’s streaming video operations consisting of technology and software development, licensing, content acquisition, strategic relationships, sales, set top box manufacturing, sales personnel and industry events which the Company may participate or present its products. Employee shall devote such amount of his business time and expend his efforts, energies, and skills to the Employer as is reasonably necessary to fulfill his duties hereunder. At no time shall the Employee engage in the sales or representation of any other competing streaming video technology, systems, or products.
4. Compensation and Related Matters.
4.1 For each of the twelve-month periods during the Employment Period, commencing with the twelve-month period beginning on the Commencement Date (each such period, an "Employment Year"), the Employer will compensate Employee for services to be rendered by Employee hereunder at the per annum rate of Two Hundred Fifty Thousand dollars and 00/100 ($250,000.00) (the "Base Compensation"), payable in accordance with the Employer's customary payroll practices as in effect from time to time. The Base Compensation may be increased as and whenever determined in the sole discretion of the Board. Employee shall be entitled to health insurance during his employment with the Company.
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a. Salary. Employee shall be paid a salary on weekly basis upon execution of contract.
b. Additional Compensation. Quarterly bonus of $100,000.
4.2 Securities Law Compliance. Employee acknowledges and understands that (a) none of the Options (or the shares underlying the Options) have been registered under the Securities Act of 1933, as amended, or under the securities laws of any jurisdiction, including the State of PA, (b) the Shares and the Options (and the shares underlying the Options) are subject to restrictions on transfer, and Employee may have to hold such securities for an indefinite period of time, (c) the Company is in the early stage of development and an investment in the securities of the Company poses a substantial degree of risk, and (d) there is no public market for the securities of the Company and there can be no assurance that a market will develop. Employee agrees that he will be responsible for all tax consequences associated with the grant, vesting or exercise of the Options.
4.3. Expense Reimbursement. Employee will be reimbursed for reasonable expenses approved in advance and in writing by the Company. Employee will receive $.50 per mile for the use of his vehicle for business related travel only.
4.4. Vacation. Employee shall be entitled, for the Term hereof, to three (3) weeks per year. Any vacation time during a calendar year not taken by Employee during such year shall be forfeited.
4.5. Office Space; Resources. The Company shall provide Employee with sufficient office space, furnishings, equipment, computer resources, and supplies considered reasonable and necessary for Employee to carry out his duties.
4.6 The Employee shall be entitled to take seven (7) sick days per year, for which the Employee shall be compensated by the Company as provided hereunder.
5. Termination of Employment Period.
5.1. Termination of Employee for Cause. During the Initial Employment Period the Company shall have the right to terminate Employee's employment only for Cause or for Reason or Disability (as defined in Section 5.3 hereof). After the Initial Employment Period, Employee shall be considered an at-will employee and may be terminated by the Company for any reason. In the event of termination of Employee's employment for Cause or for Reason, Employee shall be entitled to full payment of entire contract within thirty (30) days of such termination, of Employee's Base Compensation and any accrued and unused vacation, each as accrued through the date of such termination, and any reimbursements or other allowances or bonuses due to Employee as of the date of such termination.
5.2 Death or Disability. If the Company terminates Employee's employment because of Disability (as defined in Section 5.3 hereof), Employee shall be entitled only to the payment of full contract, within thirty (30) days of such termination, of Employee's Base Compensation and any accrued and unused vacation, each as accrued through the date of such termination, and any reimbursements or other allowances or bonuses due to Employee as of the date of such termination.
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5.3. Definitions. For purposes of this Section 5:
(a) "Cause" means any of: (i) willful misconduct in the performance of Employee's duties, (ii) fraud, embezzlement, dishonesty or theft by Employee in connection with his duties or in the course of his employment with the Company, (iii) Employee's conviction of, or plea of nolo contendere to, a felony or an act of moral turpitude, (iv) any unauthorized use or disclosure by Employee of confidential information or trade secrets of the Company, (v) any breach of confidentiality or any other material breach of this Agreement or any Employment-Related Agreement, or (vi) any other intentional misconduct by Employee which may reasonably be expected to have a material adverse effect on the business or affairs of the Company.
(b) "Disability" means Employee becoming incapacitated or unable to perform his duties under this Agreement by reason of injury or illness, in the opinion of a qualified physician reasonably acceptable to the Company, which incapacity or inability continues for more than ninety (90) consecutive days during any period of one hundred eighty (180) days.
5.4. Death. The Employment Period shall end on the date of Employee's death. In the event that that the Employment Period ends due to the Employee's death, the Employee's estate shall be entitled to full payment of contract (30) days of the Employee's death, of Employee's Base Compensation and any accrued and unused vacation, each as accrued through the date of the Employee's death, and any reimbursements or other allowances or bonuses due to Employee as of the date of the Employee's death.
5.5. Any termination under this Section 5 shall act as a notice of non-renewal of this Agreement.
6. [RESERVED]
7. [RESERVED]
8. Confidentiality.
Unless otherwise required by law or judicial process, Employee shall retain in confidence during the Employment Period and after termination of Employee's employment with Employer pursuant to this Agreement all confidential information known to Employee concerning Employer and its businesses. The obligations of Employee pursuant to this Section 7 shall survive the expiration or termination of this Agreement.
9. Non Competition and Non Solicitation
9.1 During the Term of this Agreement, Employee shall not directly or indirectly, whether by way of employment, consulting, advising, ownership, partnership, joint venture, or other method, engage in any Competitive Activity (as defined below). "Competitive Activity" shall include business activity which is the same as or substantially similar to or is or would be competitive with the business activity in which Employer is engaged.
9.2 During the Employment Period and for a period of one year thereafter (the “Non solicitation Period"), Employee shall not directly or indirectly solicit to enter into the employ of any other competitive Entity, or hire, any of the employees of Employer. During the Employment Period, and for a period of one year thereafter, Employee shall not, directly or indirectly, solicit, hire, or take away or attempt to solicit, hire, or take away (i) any customer or client of Employer or (ii) any former customer or client (that is, any customer or client who ceased to do business with Employer during the three (3) years immediately preceding such date) of Employer or encourage any customer or client of Employer to terminate its relationship with Employer without Employer's prior written consent. The obligations of Employee pursuant to this Section 9 shall survive the expiration or termination of this Agreement.
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10. [RESERVED]
11. Survivorship.
The respective rights and obligations of the parties hereunder shall survive any termination of this Agreement to the extent necessary to the intended preservation of such rights and obligations.
12. Miscellaneous.
12.1. Notices. Any notice, consent, or authorization required or permitted to be given pursuant to this Agreement shall be in writing and sent to the party for or to whom intended, at the address of such party set forth below, by registered or certified mail, postage paid (deemed given five days after deposit in the U.S. mails) or personally delivered or sent by facsimile transmission (deemed given upon receipt), or at such other address as either party shall designate by notice given to the other in the manner provided herein.
If to Employer: sr@medwellinc.com
If to Employee: sr@integratedventures.io
12.2. Taxes. Employer is authorized to withhold (from any compensation or benefits payable hereunder to Employee) such amounts for income tax, social security, unemployment compensation, and other taxes as shall be necessary or appropriate in the reasonable judgment of Employer to comply with applicable laws and regulations.
12.3. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of PA, without reference to the principles of conflicts of laws therein. Any dispute shall be subject to the exclusive jurisdiction of the federal and state courts of the state of Philadelphia, PA County.
12.4. Headings. All descriptive headings in this Agreement are inserted for convenience only, and shall be disregarded in construing or applying any provision of this Agreement.
12.5. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, together, shall constitute one and the same instrument.
12.6. Severability. If any provision of this Agreement, or any part thereof, is held to be unenforceable, the remainder of such provision and this Agreement, as the case may be, shall nevertheless remain in full force and effect.
12.7. Entire Agreement and Representation. This Agreement contains the entire agreement and understanding between Employer and Employee with respect to the subject matter hereof. No representations or warranties of any kind or nature relating to Employer or its several businesses, or relating to Employer's assets, liabilities, operations, future plans, or prospects have been made by or on behalf of Employer to Employee. This Agreement supersedes any prior agreement between the parties relating to the subject matter hereof.
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12.8. Validity. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision or provisions of this Agreement, which shall remain in full force and effect. If any provision of this Agreement is held to be invalid, void, or unenforceable in any jurisdiction, any court or arbitrator so holding shall substitute a valid, enforceable provision that preserves, to the maximum lawful extent, the terms and intent of such provisions of this Agreement. If any of the provisions of, or covenants contained in, this Agreement are hereafter construed to be invalid or unenforceable in any jurisdiction, the same shall not affect the remainder of the provisions or the enforceability thereof in any other jurisdiction, which shall be given full force and effect, without regard to the invalidity or unenforceability is such other jurisdiction. Any such holding shall affect such provision of this Agreement, solely as to that jurisdiction, without rendering that or any other provisions of this Agreement invalid, illegal, or unenforceable in any other jurisdiction. If any covenant should be deemed invalid, illegal, or unenforceable because its scope is considered excessive, such covenant will be modified so that the scope of the covenant is reduced only to the minimum extent necessary to render the modified covenant valid, legal, and enforceable.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
| MedWell Ai, Inc | |||
| By: | /s/ Steve Rubakh | ||
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| Steve Rubakh, | |
| CEO | |||
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| By: | /s/ Steve Rubakh |
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| Steve Rubakh |
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EXHIBIT 31.1
SECTION 302 CERTIFICATION
I, Steve Rubakh, certify that:
| 1. | I have reviewed this Annual Report on Form 10-K of MedWellAI, Inc.; |
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| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
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| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
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| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on MedWellAI, Inc.’s most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (of persons performing the equivalent functions): |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
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| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting. |
| Dated: October 13, 2026 | By: | /s/ Steve Rubakh | ||
| Steve Rubakh | ||||
| Chief Executive Officer Principal Executive Officer | ||||
| and Principal Financial and Accounting Officer | ||||
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of MedWellAI, Inc. (the “Company”) on Form 10-K for the year ended June 30, 2026 (the “Report”) I, Steve Rubakh, President of the Company, certify, pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Dated: October 13, 2026 | By: | /s/ Steve Rubakh | |
| Steve Rubakh Chief Executive Officer | |||
| Principal Executive Officer | |||
| and Principal Financial and Accounting Officer |
This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.