MIBE 10-K & 10-Q changes, risk factors and insider trading

We were incorporated in 2021 and have a limited history history upon which an evaluation of our prospects and future performance can be made and have no history of profitable operations. Moreover, we are subject to all the risks inherent in developing a new business enterprise. Our likelihood of success must be considered in light of the problems, expenses, difficulties, complications, and delays frequently encountered in connection with establishing a new business and the competitive and regulatory environment in which we operate. We may sustain losses in the future as we implement our business plan. We have not yet achieved positive cash flow on a monthly basis during any fiscal year including the fiscal yearyears ended December 31, 2024 and 2023, and there can be no assurance that we will ever generate sufficient revenues or operate profitably.

We are likely to become more exposed to the effects of fluctuations in currency exchange rates, which isare likely in inflationary economic environment. Since we will pay for our raw materials in currencies other than U.S. dollars but report our operating results in U.S. dollars, we face exposure to fluctuations in currency exchange rates. Consequently, exchange rate fluctuations between the U.S. dollar and other currencies could have a material impact on our operating results.

WolfgangHarald RueckerGietmann is our sole director and officer officer and does not qualify as an independent director.

WolfgangHarald RueckerGietmann is our sole director and officer and does not qualify as an independent director. In addition, Mr. RueckerGietmann has not made a subjective determination as to whether there exists any relationship which, in his opinion would interfere with the exercise of independent judgment in carrying out his responsibilities as a director. Had any such determination been made, Mr. Ruecker would have reviewed and discussed the information with the Company with regard to his business and personal activities and relationships as they may relate to us and our management.

As of December 31, 2023,2024, we had $74,889$3,743 ofin cash on hand. These cash resources are not sufficient for us to execute our business plan. If we do not generate sufficient cash from our intended financing activities and sales, we will be unable to continue our operations. We estimate that within the next 12 months we will need $740,000 $870,000 to continue operations. See “Estimated Expenses for the Next Twelve Months.” While we intend to engage in several equity or debt financings, there is no assurance that these will actually occur. Nor can we assure our shareholders that we will not be required to obtain additional financing on terms that are dilutive to their interests. You should recognize that if we are unable to generate sufficient revenues or obtain debt or equity financing, we will not be able to earn profits and may not be able to continue operations.

The proceeds of this Offering will go to the Selling Shareholders. However, ifIf we raise additional funds in the future through the issuance of equity, equity-related or convertible debt securities, these securities may have rights, preferences, or privileges senior to those of the rights of holders of our Common Stock, who may experience dilution of their ownership interest of our Common Stock. We cannot predict whether additional financing will be available to us on favorable terms when required, or at all.

Our officersofficer and sole directors collectivelyowns own a substantial portion of our outstanding common stock and own 100% of our outstanding Series A preferred stock, and as long as theyhe do, theydoes, arehe is able to control the outcome of stockholder voting.

Our officersofficer and directorssole aredirector is collectively the beneficial owners of approximately 90%44.1% of the outstanding shares of our common stock and own 100% of our outstanding Series A preferred stock as of the date of this prospectus.Annual Report. Series A Convertible Preferred Stock shall be entitled to vote with the shares of the Company’s common stock at any annual or special meetings of the stockholders of the Company. Together, collectively in their entirety, all holders of Series A preferred stock shall have voting rights equal to exactly 65% of all voting rights available at the time of any vote, including Series A preferred stock. The holders of Series A Preferred Stock, through their ownership of Series A Preferred Stock, have the power to act on behalf of the Company, to call a special meeting of the shareholders, to remove and/or replace the Board of Directors or management or any individual members thereof in the event that one or more of the foregoing has done, or failed to do, anything which in his sole judgment, will materially and adversely impact the business of the Company in any manner whatsoever, including but not limited to, any violations of state or federal securities laws, or any action which could cause bankruptcy, dissolution, or other termination of the Company. In no event will the ombudsman have the right or power to participate in the normal and any usual daily operations of the Company. Accordingly, our officers and directors, individually and as a group, may be able to control us and direct our affairs and business, including any determination with respect to a change in control, future issuances of common stock or other securities, declaration of dividends on the common stock and the election of directors.

WolfgangHarald Ruecker, his family and GH Bill, Inc., which Mr. Ruecker controls in his capacity as CEO,Gietmann holds all the 1,000,000 shares of our Series A Preferred Shares. Shares. Together, collectively in their entirety, allThe holders of Series A preferred stock have voting rights equal to exactly 65% of all voting rights available at the time of any vote, including Series A preferred stock. Mr. Ruecker and his family,Gietmann, through theirhis ownership of Series A Preferred Stock, havehas the power to act on behalf of the Company, to call a special meeting of the shareholders, to remove and/or replace the Board of Directors or management. In addition, WolfgangMr. Ruecker,Gietmann hiscontrols family and GH Bill, Inc. which he controls, would still control 84%44.1% of our issued and outstanding shares of common stock while only 16% of our common shares would be held by the public.stock. As a result, Mr. Ruecker,Gietmann acting together with his family, will beis able to influence or control matters requiring approval by our stockholders, including the election of directors and the approval of mergers, acquisitions, or other extraordinary transactions. TheyHe may also have interests that differ from yours and may vote in a way with which you disagree and which may be adverse to your interests. This concentration of ownership may have the effect of delaying, preventing or deterring a change in control of our company, could deprive our stockholders of an opportunity to receive a premium for their common stock as part of a sale of our company and might ultimately affect the market price of our common stock.

We are a reporting company,company; however our common shares shares are not quoted on the OTC Markets. We expect to make an application for trading on the OTC Markets under the symbol “MBRZ.” There isis, howeverhowever, no guarantee that we would be successful in having our common stock listed on the OTC Markets so as to develop an active trading market and even if it does develop, may not be maintained. Failure to develop or maintain an active trading market will have a generally negative effect on the price of our common stock, and you may be unable to sell your common stock, or any attempted sale of such common stock may have the effect of lowering the market price and therefore your investment could be a partial or complete loss.

Our Amended Articles of Incorporation authorize the issuance of 500,000,000 shares of common stock; up to 1,000,000 shares of preferred stock all of which are designated aas Series A preferred stock. A of December 31, 2023,2024, we had an aggregate of 1,000,000 Preferred Series A Stock outstanding and 33,471,96613,606,966 Common shares outstanding. The future issuance of common stock may result in substantial dilution in the percentage of our common stock held by our then existing shareholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors and might have an adverse effect on any trading market for our common stock.

We are required pursuant to Section 404 of the Sarbanes-Oxley Sarbanes-Oxley Act, or Section 404, to maintain internal control over financial reporting and to assess and report on the effectiveness of those controls. This assessment includes the disclosure of any material weaknesses identified by our management in our internal control over financial reporting. Although we prepare our financial statements in accordance with accounting principles generally accepted in the United States, our internal accounting controls may not meet all standards applicable to companies with publicly traded securities. If we fail to implement any required improvements to our disclosure controls and procedures, we may be obligatedobliged to report control deficiencies and our independent registered public accounting firm may not be able to certify the effectiveness of our internal controls over financial reporting. In either case, we could become subject to regulatory sanction or investigation. Further, these outcomes could damage investor confidence in the accuracy and reliability of our financial statements.

In December 2022, we commenced placement of one product on Amazon.com. The placement of our product generated minimal revenues to date. During the next 12 months, we intend to grow production and sales through placement of sponsored ads on Amazon.com, Facebook and other digital media platforms to create product awareness to drive customers to our product. As of AprilMarch 1,31, 2024,2025, we have approximately $115,000$4,000 in cash and have estimated $740,000$870,000 for projected expenses on SEC reporting, legal, accounting and compliance, working capital/overhead and marketing and advertising for the next 12-months. The following provides an overview of our estimated expenses to fund our plan of operation over the next twelve months.

Our cash resources as of AprilMarch 1,31, 20242025 will not be sufficient for us to execute our business plan. If we do not generate sufficient cash from our intended financing activities and and sales, or if our planned digital campaigns were to fail, we will be unable to execute on projected operations for the next 12 months. In that event, we will be forced to cut down on our planned marketing and advertising campaigns, which will negatively affect our business, results of operations and financial condition. While we intend to engage in several equity or debt financings, there is no assurance that that these will occur, nor can we assure our shareholders that we will not be required to obtain additional financing on terms that are not not dilutive of their interests.

During the years ended December 31, 20232024 and 2022,2023, we generated revenues of $16,850$7,580 and $12,439,$16,850, respectively, ana increasedecrease of $4,411,$9,270, or 35.5%.55.0%. Since inception, a majority of the Company’s sales were generated in Europe. No customer accounted for over 10% of sales. The increasedecrease in sales was attributable to our lack of marketing efforts efforts. In December 2022, the Company commenced sales on Amazon.com anddue to datea saleslack haveof beenworking minimal.capital.

During the years ended December 31, 20232024 and 2022,2023, cost of sales amounted to $7,121$3,408 and $6,079,$7,121, respectively, ana increasedecrease of $1,042$3,713, or 17.14%.52.1%. The increasedecrease is primarily attributable to the increasedecrease in sales as described above.

During the year ended December 31, 20232024 and 2022,2023, compensation and related benefits amounted to $56,648$0 and $105,333,$56,648, respectively, a decrease of $48,685,$56,648, or 46.2%.100.0%. The decrease was attributable to a decrease in stock-based compensation of $33,333 and a decrease in other compensation and other related expenses of $15,352.$56,648.

During the years ended December 31, 20232024 and 2022,2023, advertising and promotion expenses amounted to $64,555$4,110 and $58,247,$64,555, respectively, ana increasedecrease of $6,308,$60,445, or 10.8%.93.6%. The increasedecrease was primarily attributable to the incurred packaging and artwork fees incurred during 2023 amounting to $48,422, offset by thea decrease in social media ads on Facebook and advertising campaigns in Europe to promote our products related to cost cutting measuresmeasures. ofAdditionally, $42,114.during the year ended December 31, 2023, we incurred packaging and artwork fees amounting to $48,422 compared to $0 for the year ended December 31, 2024.

During the years ended December 31, 20232024 and 2022,2023, we reported professional fees of $422,435$160,802 and $1,161,172,$422,435, respectively, a decrease of $738,737,$261,633, or 63.6%.61.9%. The decrease was primarily attributable to the decrease in stock-based consulting and legal fees of $740,648,$293,426, offset by an increase in accountingconsulting fees of $2,085.$20,000, an increase in legal fees of $6,000, and an increase in other professional fees of $5,793.

During the years ended December 31, 20232024 and 2022,2023, we incurred $197,000$227,870 and $175,025$197,000 in professional fees – related parties, an increase of $21,975,$30,870, or 12.6%.15.7%. This increase was attributable to an increase in fees paid to GH Bill of $95,500,$30,870, pursuant to a business operations agreement with GH Bill. In connection with this agreement, we paid a monthly service fee ranging from $4,000$8,500 to $18,500 to GH Bill for administration and back-office services. BeginningIn inJanuary June2023, 2022, thisthe monthly service fee was increased from $4,000 to $8,500 per month, in January 2023, the monthly fee was increased to $14,500, and in August 2023, the monthly fee was increased to $18,500. In addition, during the years ended December 31, 20232024 and 2022,2023, we paid additional service fees of $7,000$6,500 and $30,000,$7,000, respectively. This increase was offset by a decrease in fees incurred of $73,525, pursuant to a marketing agreement. On April 16, 2021, we entered into a one-year marketing consulting agreement with a company owned by the Company’s majority shareholder.. In connection with this agreement, we paid the related party cash of $285,000 in 2021. During the years ended December 31, 2023 and 2022, in connection with this agreement, we recorded professional fees – related parties of $0 and $73,525, respectively.

During the years ended December 31, 20232024 and 2022,2023, general and administrative expenses amounted to $45,879$24,605 and $105,647,$45,879, a decrease of $59,768,$21,274, or 56.6%.46.4%. This decrease was primarily attributable to a decrease in shipping charges of $46,440 related to the shipment of product from Europe to the United States that was incurred in 2022, a decrease in software and technology expenses of $27,990, and$7,497, a decrease in travelcomputer and internet expenses of $8,465,$6,500, offsetand bya an increasedecrease in storage fees of $12,210.$4,379.

During the year ended December 31, 2024 and 2023, we wrote off obsolete and expired inventory in the amount of $70,499.$14,358 Duringand the$70,499, year ended December 31, 2022, no such inventory was written off.respectively.

During the year ended December 31, 2024, loss from operation amounted to $427,573 as compared to $847,287 during the year ended December 31, 2023, loss from operation amounted to $847,287 as compared to $1,599,064 during the year ended December 31, 2022, a decrease of $751,777$419,914, or 47.0%.49.5%. The increase decrease was primarily a result of the changes in revenue, cost of sales and operating expenses as discussed above.

Other expenses solely consisted of foreign currency transaction loss. During the years ended December 31, 20232024 and 2022,2023, we reported other expenses of $3,625$491 and $192,$3,625, respectively, ana increasedecrease of $3,433$3,134, or 1,788.0%.86.5%.

Liquidity is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. We had a working deficit of $136,026 and $3,743 in cash as of December 31, 2024, and working capital of $176,038 and $74,889 in cash as of December 31, 2023, and working capital of $1,026,950 and $462,729 in cash as of December 31, 2022, respectively.

The decrease in working capital of $850,912$312,064 was primarily attributable to a decrease in current assets of $845,372$186,973 primarily due to a decrease in prepaid expenses of $390,823, $97,197, a decrease in cash of $387,840,$71,146, and a decrease in inventory of $66,709,$20,870, and an increase in current liabilities of $5,540.$125,091.

We operate in two operating and reportable segments which consist of (1) the development and distribution of automotive care products that provide a long-lasting, new car scent, and (2) the operation of an adult beverage establishment named Gin City.City and the sale of Gin City branded liquor products. We have determined that these reportable segments were strategic business units that offer different products. Currently, these reportable segments are being managed separately based on the fundamental differences in their operations.

Our cash resources as of JuneSeptember 30, 2025 will not not be sufficient for us to execute our business plan. If we do not generate sufficient cash from our intended financing activities and and sales, or if our planned digital campaigns were to fail, we will be unable to execute on projected operations for the next 12 months. In that event, we will be forced to cut down on our planned marketing and advertising campaigns, which will negatively affect our business, results of operations and financial condition. While we intend to engage in several equity or debt financings, there is no assurance that these will occur, nor can we assure our shareholders that we will not be required to obtain additional financing on terms that are not dilutive of their interests.

Our auditors have issued a “going concern” opinion, meaning that there is substantial doubt if we can continue as an on-going business for the next twelve months unless we obtain additional capital. Our financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying consolidated financial statements, we had a net loss of $359,319$1,004,808 and $223,916$334,979 for the sixnine months ended JuneSeptember 30, 2025 and 2024, respectively. The net cash used in operations was $592,340$1,560,879 and $139,406$174,141 for the sixnine months ended JuneSeptember 30, 2025 and 2024, respectively. The Company has an accumulated deficit of $4,218,468$4,863,957 and $3,859,149 on JuneSeptember 30, 2025 and December 31, 2024, respectively. These factors raise substantial doubt about our ability to continue as a going concern for a period of twelve months from the issuance date of this report. Management cannot provide assurance that we will ultimately achieve profitable operations or become cash flow positive or raise additional debt and/or equity capital. We are seeking to raise capital through additional debt and/or equity financing to fund our operations in the future. Although we have historically raised capital from sales of common shares, there is no assurance that we will be able to continue to do so. If we are unable to raise additional capital or secure additional lending in the near future, management expects we will need to curtail its operations. Our financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

During the three months ended June 30, 2025 and 2024, we generated revenues of $243,.620 and $2,249, respectively, an increase of $241,371. During the six months ended JuneSeptember 30, 2025 and 2024, we generated revenuessales of $322,890$340,017 and $3,952,$1,945, respectively, an increase of $318,938.$338,072. During the nine months ended September 30, 2025 and 2024, we generated sales of $662,907 and $5,897, respectively, an increase of $657,010. The increases were attributable to the acquisition of Gin City Group and Gincity GmbH on February 28, 2025.2025 and an increase in sales generated by Gin City Management. During the three and six nine months ended JuneSeptember 30, 2025, substantially all of our sales were generated by our Gin City segment from operating a bar in Munich, Germany that specializes in serving drinks made of gin, and other adult beverages and food.food, and from the sale of Gin City branded liquor products.

Our cost of sales includes product costs, food and beverage costs, and cost of direct labor and related benefits. During the three months ended JuneSeptember 30, 2025 and 2024, cost of sales sales amounted to $152,315$316,778 and $951,$793, respectively, an increase of $151,364.$315,985. During the sixnine months ended JuneSeptember 30, 2025 and 2024, cost of sales amounted to $192,222$509,000 and $1,910,$2,703, respectively, an increase of $190,312.$506,297. The increases were attributable to the acquisition of Gin City Group and Gincity GmbH on February 28, 2025.2025 and an increase in sales generated by Gin City Management.

During the three months ended JuneSeptember 30, 2025 and and 2024, gross profit amounted to $91,305$23,239 and $1,298,$1,152, respectively, an increase of $90,007.$22,087. During the sixnine months ended JuneSeptember 30, 2025 and 2024, gross profit amounted to $130,668$153,907 and $2,042,$3,194, respectively, an increase of $128,626.$150,713 The increases were attributable to the acquisition of Gin City Group and Gincity GmbH on February 28, 2025.2025 and an increase in sales generated by Gin City Management.

For the three months ended JuneSeptember 30, 2025, operating operating expenses amounted to $285,062$687,375 as compared to $97,767$112,447 for the three months ended JuneSeptember 30 2024, an increase of $187,295, $574,928, or 191.6%.511.3%. For the sixnine months ended JuneSeptember 30, 2025, operating expenses amounted to $510,783$1,198,158 as compared to $225,260$337,707 for the six nine months ended JuneSeptember 30 2024, an increase of $285,523,$860,451, or 126.7%.254.8%. For the three and sixnine months ended JuneSeptember 30, 2025 and 2024, operating expenses consisted of the following:

During the three months ended JuneSeptember 30, 2025 and and 2024, advertising and promotion expenses amounted to $49,883$78,898 and $515,$708, respectively, an increase of $49,368.$78,190. During the sixnine months ended ended JuneSeptember 30, 2025 and 2024, advertising and promotion expenses amounted to $49,883$128,781 and $2,828,$3,536, respectively, an increase of $47,055. $125,245. The increase was primarily attributable to the acquisition of Gin City Group and Gincity GmbH on February 28, 2025 and related to marketing efforts efforts promoting the Gincity GmbH bar and other Gin City liquor products.

During the three months ended JuneSeptember 30, 2025 and and 2024, we reported professional fees of $89,945$369,154 and $34,452,$35,296, respectively, an increase of $55,493,$333,858, or 161.1%.945.9%. The increase was primarily attributable to an increase in professional fees related to an increase in accounting fees of $12,179$117,106 and an increase in consulting fees of $58,003,$238,363, offset by a decrease in legal fees of $4,349,$1,229, a decrease in stock-based professional fees of $10,000,$20,000, and a decrease in other professional fees of $340.$382.

During the sixnine months ended JuneSeptember 30, 2025 and and 2024, we reported professional fees of $179,788$548,942 and $90,077,$125,373, respectively, an increase of $89,711,$423,569, or 99.6%.337.9%. The increase was primarily attributable to an increase in professional fees related to an increase in accounting fees of $25,784,$142,890, an increase in consulting fees of $112,368, an increase in legal fees $626,$350,731, and an increase in other professional fees of $933,$551, offset by a decrease in legal fees $603 and decrease in stock-based professional fees of $50,000.$70,000.

During the three months ended JuneSeptember 30, 2025 and and 2024, we incurred $86,591$57,833 and 55,500$54,870 in professional fees – related parties, an increase of $31,091,$2,963, or 56.0%.5.4%. This increase was was attributable to an increase in fees paid to GH Bill of $27,701, pursuant to a business operations agreement with GH Bill, whereby GH Bill provided administration and back-office services. In addition, during the three months ended JuneSeptember 30, 2025, we incurred professional fees fees – related party of $3,390 incurred by Gin City Group, Inc.

During the sixnine months ended JuneSeptember 30, 2025 and and 2024, we incurred $168,969$226,802 and $117,500$172,370 in professional fees – related parties, an increase of $51,469,$54,432, or 43.8%.31.6%. This increase was attributable to an increase in fees paid to GH Bill of $46,997,$166,739, pursuant to a business operations agreement with GH Bill, whereby GH Bill provided administration and back-office services. In addition, during the three months ended JuneSeptember 30, 2025, we incurred professional fees – related party of $4,472 incurred by Gin City Group, Inc.

During the three months ended JuneSeptember 30, 2025 and and 2024, general and administrative expenses amounted to $58,643$181,490 and $7,300,$7,415, an increase of $51,343,$174,075, or 703.3%.2,347.6%. ThisDuring the nine months ended September 30, 2025 and 2024, general and administrative expenses amounted to $293,633 and $22,270, an increase wasof $271,363, or 1,218.5%. These increases were primarily attributable to the acquisition of Gin City Group and Gincity GmbH on February 28, 2025.2025 Duringand the sixincrease in monthsactivity ended June 30, 2025 and 2024, general and administrative expenses amounted to $112,143 and $14,855, an increase of $97,288, or 654.9%. These increases were primarily attributable to the acquisition ofin Gin City Group and Gincity GmbH on February 28, 2025.Management.

During the three months ended JuneSeptember 30, 2025, loss loss from operation amounted to $193,757$664,136 as compared to $96,469$111,295 during the three months ended JuneSeptember 30, 2024, an increase of $97,288, $552,841, or 100.8%. 496.7%. The increase was primarily a result of the acquisition of Gin City Group and Gincity GmbH on February 28, 2025 ofwhich approximately $100,618,incurred offset by a decrease in loss from operations of approximately$290,930 $3,330and duean toincrease in Car Care cost-cuttingloss measuresfrom asoperations discussedof above.$261,911.

During the sixnine months ended JuneSeptember 30, 2025, loss loss from operation amounted to $380,115$1,044,251 as compared to $223,218$334,513 during the sixnine months ended JuneSeptember 30, 2024, an increase of $156,897, $709,738, or 70.3%. 212.2%. The increase was primarily a result of the acquisition of Gin City Group and Gincity GmbH on February 28, 2025 which in a loss from operations of $206,908,$497,838 offsetand by aan decreaseincrease in Car Care loss from operations of approximately $50,011 due to Car Care cost-cutting measures as discussed above.$211,900.

Other income (expenses) consisted of foreign currency transaction gain (loss), interest income, gain on extinguishment of debt and interest expense.

During the three months ended JuneSeptember 30, 2025 and and 2024, we reported other income (expenses) of $10,925$30,378 and $(30),$232, respectively, a change of $10,955,$30,146, primarily related to a net increase in foreign currency gain,loss, net of $14,050,$70,068 offset byand an increase in interest expense, net of $3,095.$4,611 offset by an increase in gain on extinguishment of debt of $104,825.

During the sixnine months ended JuneSeptember 30, 2025 and and 2024, we reported other income (expenses) of $20,796$51,174 and $(698466), respectively, a change of $21,494,$51,640, primarily related to an increase in gain on extinguishment of debt of $104,825, offset by a net increase foreign currency gain,loss, net of $25,869,$44,199 offset byand an increase in interest expense, net of $4,375.$8,986.

Due to the foregoing reasons, during the three months ended JuneSeptember 30, 2025 and 2024, our net loss was $182,832, or $(0.01) per common share (basic and diluted) and $96,499, or ($0.00) per common share (basic and diluted), respectively, an increase of $86,333, or 89.5%, and during the six months ended June 30, 2025 and 2024, our net loss was $359,319,$645,489, or $(0.02) per common share (basic and diluted) and $223,916,$111,063, or ($0.00) per common share (basic and diluted), respectively, an increase of $534,426, or 481.2%, and during the nine months ended September 30, 2025 and 2024, our net loss was $1,004,808, or $(0.04) per common share (basic and diluted) and $334,979, or ($0.01) per common share (basic and diluted), respectively, an increase of $135,403,$669,829, or 60.5%.200.0%.

Liquidity is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. We had a working capital deficit of $65,901$905,506 and and $253,241$613,060 in cash as of JuneSeptember 30, 2025, and a working capital deficit of $136,026 and $3,743 in cash as of December 31, 2024, respectively.

During the three months ended June 30, 2025, we entered into private placement subscription agreements (the “Q2 2025 Subscription Agreements”) with investors (the “Q2 2025 Investors”). In connection with the Q2 2025 Subscription Agreements, we issued 242,674 shares of itsour common stock to the Q2 2025 Investors for cash proceeds of $263,482 and a subscription receivable of $35,173 at price ranging from $1.00 to $1.80 per share. The subscription receivable is included in prepaid expenses and other current assets of the accompanying consolidated balance sheet as of June 30, 2025 and was collected on July 1, 2025.

Cash Flow Activities for the SixNine months ended JuneSeptember 30, 2025 and 2024

The following table shows a summary of our cash flows for the sixnine months ended JuneSeptember 30, 2025 and 2024.

Net cash used in operating activities totaled $592,340$1,560,879 and $139,406$174,141 for the sixnine months ended JuneSeptember 30, 2025, and 2024, respectively, an increase of $452,934.$1,386,738.

Net cash used in operating activities for the sixnine months ended JuneSeptember 30, 2025 primarily reflected a net loss of $359,319,$1,004,808, adjusted for the add-back (reduction) of non-cash items consisting consisting of depreciation $6,116,$11,521, and changes in operating assets and liabilities, primarily consisting of an increase in accounts receivable of of $10,524,$34,099, an increase in inventory of $132,717,$343,682, an increase in prepaid expenses and other current assets of $92,133,$48,429, a decrease in accounts payable and accrued expenses of $84,616,$113,612, ana increasedecrease in accounts payable – related party of $75,225, an increase in VAT payable of $3,729,$29,950, and an increase in contract liabilities of $1,899.$2,180.

Net cash used in operating activities for the sixnine months ended JuneSeptember 30, 2024 primarily reflected a net loss of $223,916$334,979 adjusted for the add-back (reduction) of non-cash items consisting consisting of stock-based professional fees of $50,000,$70,000 and a non-cash impairment loss of $14,158, offset by changes in operating assets and liabilities primarily consisting of ana increase decrease in inventory of $1,052,$9,137, an increase in prepaid expenses and other current assets of $1,925, $17,355, a decrease in prepaid expenses – related party of $20,870,$2,370, and an increase in accounts payable of $16,617.$47,818.

For the sixnine months ended JuneSeptember 30, 2025, net cash provided by investing activities consisted of $441,332 of cash acquired in acquisition offset by cash used for the purchase of property property and equipment of $21,379.$32,085.

For the sixnine months ended JuneSeptember 30, 2024, there there was no net cash used in or provided by investing activities.

Net cash provided by financing activities for the sixnine months ended JuneSeptember 30, 2025 was $404,259.$1,750,523. This primarily consists of proceeds from sale of common stock of $275,182$1,940,812, proceeds and proceeds from related party advances of $129,077.$127,697, offset by payment of acquisition payable of $317,986.

Net cash provided by financing activities for the sixnine months ended JuneSeptember 30, 2024 was $92,600.$102,600. This primarily consists of proceeds from the sale of common stock of $76,000 and sale sale of common stock yet to be issued of $26,600,$36,600, offset by payment of deferred offering cost of $10,000.