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

There have been no material changes from the risk factors previously disclosed in Part I, Item 1A of the Company’s Form 10-K for the year ended December 31, 2025, filed with the Commission on April 15, 2026 (the “ Form 10-K ”), under the heading “ ”, except as set forth below, and investors should review the risks provided in the Form 10-K and below, prior to making an investment in the Company. The business, financial condition and operating results of the Company can be affected by a number of factors, whether currently known or unknown, including but not limited to those described in the Form 10-K, under “ ” and below, any one or more of which could, directly or indirectly, cause the Company’s actual financial condition and operating results to vary materially from past, or from anticipated future, financial conditions and operating results. Any of these factors, in whole or in part, could materially and adversely affect the Company’s business, financial condition, operating results and stock price.

Our financial statements have been prepared assuming that we will continue as a going concern, and our recurring losses, negative cash flows, and capital needs raise substantial doubt about our ability to continue our operations.

We have incurred recurring losses from operations and have an accumulated deficit of approximately $9,945,722 and negative working capital of $267,486 as of June 30, 2026. Our independent registered public accounting firm has included an explanatory paragraph in its report on our financial statements for the year ended December 31, 2025, expressing substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to raise substantial additional capital, generate sufficient revenue, and manage our expenses, none of which can be assured.

Our capital needs have increased following the Exchange and our entry into the Property Purchase Agreement. We are obligated to repay $100,000 under the YourSpace Note within 90 days of Closing, and we do not currently have committed sources of financing sufficient to satisfy this and our other short-term obligations. In addition, our obligation to repay an additional $122,500 of related party promissory notes, and our obligation to pay accrued compensation to our Chairman and Chief Financial Officer under their consulting agreements, are contingent on our raising at least $1,000,000 in additional capital, which we have not yet done and may not be able to do. Beyond these near-term obligations, our planned gold exploration and development activities will require substantial additional capital over an extended period, with no assurance of revenue in the near term to offset these costs.

If we are unable to raise additional capital when needed and on acceptable terms, we may be required to delay, scale back, or eliminate our exploration and development plans, curtail or cease our operations, sell assets, or seek protection under applicable bankruptcy or insolvency laws. The inclusion of a going concern qualification in our financial statements may also adversely affect our ability to raise additional capital, obtain financing on favorable terms, maintain our stock exchange or OTC Markets tier listing, or attract and retain key personnel and business partners, any of which could materially and adversely affect our business, financial condition, and the value of your investment. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.

We have recently changed our business by acquiring Avid Gold and entering into an agreement to acquire additional mineral properties, and we may not successfully execute this new gold exploration and development business plan.

On July 8, 2026, we completed the acquisition of 100% of the outstanding equity of Avid Gold pursuant to a Share Exchange Agreement, in exchange for 4,500,000 shares of our Series A Preferred Stock. Following the Exchange, we intend, through Avid Gold’s wholly-owned subsidiary Maritimes Gold Corp., to pursue gold exploration and development activities in Canada, in addition to our prior business operations. We have little or no operating history in mineral exploration, and our management may have limited experience operating a business of this nature. Our ability to successfully develop this new line of business depends on numerous factors outside our control, including gold prices, the results of future exploration activities, our ability to raise substantial additional capital, and our ability to attract and retain qualified technical personnel. There can be no assurance that we will be able to successfully integrate Avid Gold’s operations, execute our stated exploration strategy, or that pursuing this new business will not divert management attention and resources away from our historical operations to the detriment of both.

The Mineral Property Purchase Agreement has not yet closed, remains subject to conditions outside of our control (including approval by the seller’s shareholders) and may never close.

In connection with the Exchange, we entered into a Mineral Property Purchase Agreement with Avid Gold, Maritimes Gold Corp., Maritimes Gold JV Corp., MegumaGold Corp., 1156219 B.C. Limited, and Crosby Gold Ltd., pursuant to which we agreed to acquire six gold mineral properties located in Nova Scotia, New Brunswick, and Newfoundland and Labrador in exchange for 500,000 shares of our Series A Preferred Stock and the assumption of certain liabilities. Closing of the Property Purchase Agreement is conditioned on, among other things, approval by the Vendor’s own shareholders, which approval was received on August 10, 2026 (with shareholders holding 84.5% of Vendor’s voting shares voting in approval of such transaction). As a result of such approval, the Company expects to close the transactions contemplated by the Property Purchase Agreement shortly after the filing of this Report. However, notwithstanding such approval, the Property Purchase Agreement may be terminated by the parties under various circumstances, including if closing has not occurred within one year of the agreement’s date. If the Property Purchase Agreement does not close, we may not realize the anticipated benefits of the transaction, including the expanded property portfolio central to our planned exploration strategy, and we will have incurred costs and diverted management attention without a corresponding acquisition.

Our planned mineral exploration and development activities are subject to substantial risks inherent in the mining industry, and existing resource estimates and preliminary economic assessments for the Properties may not accurately predict the existence or commercial viability of any mineral deposit.

Certain of the properties subject to the Property Purchase Agreement, and certain properties held by Avid Gold’s subsidiary, have previously been the subject of NI 43-101 technical reports, and one property has been the subject of a preliminary economic assessment (“ PEA ”). Mineral resource estimates, particularly Inferred estimates, are inherently uncertain and are based on limited and possibly incomplete sampling and geological interpretation; there is no assurance that any indicated or inferred resource will ultimately be reclassified as a proven or probable reserve, or that any resource can be extracted economically. A PEA is preliminary in nature and includes Inferred mineral resources that are considered too speculative to have economic considerations applied to allow for their categorization as mineral reserves; there is no certainty that the results of any PEA will be realized. There can be no assurance that any updated reports will confirm, or will not reduce, the previously reported estimates. Actual gold recovered, operating costs, and capital costs may differ substantially from any estimates, and exploration activities generally involve a high degree of risk with no assurance of commercial success.

The issuance of Series A Preferred Stock and Series X Super Voting Preferred Stock has resulted, and future conversion of the Series A Preferred Stock may result, in substantial dilution to holders of our common stock.

In connection with the Exchange and related transactions, we issued 4,500,000 shares of Series A Preferred Stock to the Avid Gold Shareholders and an additional 500,000 shares of Series A Preferred Stock issuable to Series A Recipients and management as compensation, along with 1,000,000 shares of Series X Super Voting Preferred Stock to our newly appointed director. We also agreed to issue 500,000 shares of Series A Preferred Stock upon the closing of the transactions contemplated by the Mineral Property Purchase Agreement. Each share of Series A Preferred Stock is convertible into 20 shares of common stock, subject to a beneficial ownership limitation of 4.999% per holder (increasable to up to 9.999% upon 61 days’ written notice), which conversion rate is not subject to adjustment in connection with a reverse stock split. If fully converted, the Series A Preferred Stock issuable in connection with the Exchange, the Property Purchase Agreement, and management compensation could result in the issuance of up to 110,000,000 shares of common stock, before giving effect to any True-Up Shares described below, representing substantial dilution to our existing stockholders. Because the beneficial ownership limitation applies on a per-holder basis rather than in the aggregate, it does not limit the total number of shares that may ultimately be issued upon conversion by multiple holders, and does not prevent dilution of the economic and voting interests of non-converting stockholders.

We may be required to issue additional True-Up Shares to the Vendor under the Property Purchase Agreement, which would result in further dilution.

The Property Purchase Agreement contains a contingent value protection mechanism pursuant to which, if the Vendor has not received at least $3.0 million in aggregate gross cash proceeds from qualifying arm’s-length sales of its Series A Preferred Stock (or common stock issued upon conversion) by the third anniversary of the closing of the Property Purchase Agreement, we will be required to issue additional shares of common stock to make up the shortfall, based on the volume-weighted average trading price of our common stock over the ten trading days preceding the measurement date. This obligation is capped at 10% of our outstanding common stock as of the measurement date and may be further limited by stock exchange rules requiring shareholder approval for larger issuances, but any such issuance would dilute existing stockholders, and the amount of any required issuance will depend on our stock price at a future date that we cannot predict. A low trading price at the measurement date would increase the number of shares we are required to issue.

A small number of holders, including our newly appointed director, hold a concentrated block of voting power sufficient to control matters submitted to a vote of stockholders, which may limit the ability of other stockholders to influence corporate decisions.

In connection with the Exchange, we issued 1,000,000 shares of Series X Super Voting Preferred Stock, which vote 100 votes per share, to Fred Tejada, a former Avid Gold shareholder who was appointed as a director and as our Senior Vice President and Chief Geologist. As a result of this issuance, together with a Voting Agreement pursuant to which certain of our other affiliated stockholders (including entities affiliated with our Chief Executive Officer, our Chief Financial Officer, and another affiliate) agreed to vote their shares as directed by Mr. Tejada and granted him an irrevocable proxy, Mr. Tejada beneficially controls voting power representing approximately 48% of our outstanding voting shares, and a change of control of the Company occurred upon the closing of the Exchange. This concentration of voting power may allow Mr. Tejada, acting alone or together with the other Voting Agreement parties, to significantly influence or control the outcome of matters requiring stockholder approval, including the election of directors, the proposed reverse stock split, increase in authorized shares, and redomicile to Nevada, and other significant corporate transactions, regardless of how our other stockholders vote. This concentration of control could also discourage transactions that might otherwise benefit our other stockholders, such as a premium acquisition proposal, and may give rise to conflicts of interest between Mr. Tejada and our other stockholders.

We have significant related-party arrangements with our officers and directors arising out of the Exchange, which may create actual or perceived conflicts of interest.

In connection with the Exchange, we issued 225,000 shares of Series A Preferred Stock each to an entity affiliated with William Hayde, our Chief Executive Officer and director, and to Keith Merrell, our Chief Financial Officer and director, and 50,000 shares to an entity affiliated with James Hock, as compensation for services rendered. We also entered into 24-month consulting agreements with Mr. Hayde’s affiliated entity and with Mr. Merrell, providing for accrued monthly cash compensation that becomes payable only once we have raised at least $1,000,000 following the Exchange. These arrangements were negotiated by and with our existing management in connection with a transaction that resulted in a change of control of the Company, and were not negotiated by, or subject to approval by, disinterested directors or stockholders. These related-party arrangements, and the fact that certain payment obligations to our officers are contingent on our successfully raising capital, may create incentives that are not aligned with the interests of our other stockholders.

We have not yet filed, but are required to file, audited financial statements of Avid Gold and related pro forma financial information, and investors currently lack material historical financial information about the acquired business.

Under

Item 9.01 of Form 8-K, we are required to file audited financial statements of Avid Gold and pro forma financial information reflecting the Exchange no later than 71 calendar days following the date the Form 8-K reporting the Closing was required to be filed. As of the date of this report, such financial statements have not yet been filed. Until such financial statements are available, investors do not have access to historical financial information necessary to fully evaluate Avid Gold’s financial condition, results of operations, and the pro forma effect of the Exchange on our Company, which may make an investment in our securities more difficult to evaluate.

We currently have an illiquid and volatile market for our common stock, and the market for our common stock is and may remain illiquid and volatile in the future.

We currently have a highly sporadic, illiquid and volatile market for our common stock, which market is anticipated to remain sporadic, illiquid and volatile in the future. The market price of our common stock may continue to be highly volatile and subject to wide fluctuations. Our financial performance, government regulatory action, tax laws, interest rates, and market conditions in general could have a significant impact on the future market price of our common stock. The trading price of our common stock could also be affected by:

Our common stock is quoted on the OTCQB under the symbol “

NUMD

”. Our stock price may be impacted by factors that are unrelated or disproportionate to our operating performance. The stock markets in general have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of our common stock. Additionally, general economic, political and market conditions, such as recessions, inflation, war, interest rates or international currency fluctuations may adversely affect the market price of our common stock. Due to the limited volume of our shares which trade, we believe that our stock prices (bid, ask and closing prices) may not be related to our actual value, and not reflect the actual value of our common stock. You should exercise caution before making an investment in us.

Stock markets in general and our stock price in particular have recently experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies and our company. Broad market fluctuations may adversely affect the trading price of our securities. Additionally, these and other external factors have caused and may continue to cause the market price and demand for our common stock to fluctuate substantially, which may limit or prevent our stockholders from readily selling their shares of our common stock and may otherwise negatively affect the liquidity of our common stock.

Additionally, as a result of the illiquidity of our common stock, investors may not be interested in owning our common stock because of the inability to acquire or sell a substantial block of our common stock at one time. Such illiquidity could have an adverse effect on the market price of our common stock. In addition, a shareholder may not be able to borrow funds using our common stock as collateral because lenders may be unwilling to accept the pledge of securities having such a limited market. An active trading market for our common stock may not develop or, if one develops, may not be sustained.

In the past, many companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and divert our management’s attention from other business concerns, which could seriously harm our business.

Stockholders may be diluted significantly through our efforts to obtain financing and satisfy obligations through the issuance of additional shares of our common stock.

We have no committed source of financing. Wherever possible, our Board of Directors will attempt to use non-cash consideration to satisfy obligations. In many instances, we believe that the non-cash consideration will consist of restricted shares of our common stock. Our Board of Directors has authority, without action or vote of the stockholders, to issue all or part of the authorized but unissued shares of common stock. In addition, if a trading market develops for our common stock, we may attempt to raise capital by selling shares of our common stock, possibly at a discount to market. These actions will result in dilution of the ownership interests of existing stockholders, may further dilute common stock book value, and that dilution may be material. Such issuances may also serve to enhance existing management’s ability to maintain control of the Company because the shares may be issued to parties or entities committed to supporting existing management.

We have not paid any cash dividends in the past and have no plans to issue cash dividends in the future, which could cause the value of our common stock to have a lower value than other similar companies which do pay cash dividends.

We have not paid any cash dividends on our common stock to date and do not anticipate any cash dividends being paid to holders of our common stock in the foreseeable future. While our dividend policy will be based on the operating results and capital needs of the business, it is anticipated that any earnings will be retained to finance our future expansion. As we have no plans to issue cash dividends in the future, our common stock could be less desirable to other investors and as a result, the value of our common stock may decline, or fail to reach the valuations of other similarly situated companies who have historically paid cash dividends in the past.

Our common stock is considered a “

” under SEC rules and it may be more difficult to resell securities classified as a “ penny stock.

”

Our common stock is a “

” under applicable SEC rules (generally defined as non-exchange traded stock with a per-share price below $5.00). Unless we maintain a per-share price above $5.00 (or obtain a listing on a national securities exchange), our common stock will continue to be a “ penny stock.

” These rules impose additional sales practice requirements on broker-dealers that recommend the purchase or sale of penny stocks to persons other than those who qualify as “ established customers ” or “ accredited investors.

” For example, broker-dealers must determine the appropriateness for non-qualifying persons of investments in penny stocks. Broker-dealers must also provide, prior to a transaction in a penny stock not otherwise exempt from the rules, a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, disclose the compensation of the broker-dealer and its salesperson in the transaction, furnish monthly account statements showing the market value of each penny stock held in the customer’s account, provide a special written determination that the penny stock is a suitable investment for the purchaser, and receive the purchaser’s written agreement to the transaction.

Legal remedies available to an investor in “ penny stocks

” may include the following:

These requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security that becomes subject to the penny stock rules. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our securities, which could severely limit the market price and liquidity of our securities. These requirements may restrict the ability of broker-dealers to sell our common stock and may affect your ability to resell our common stock.

Many brokerage firms will discourage or refrain from recommending investments in penny stocks. Most institutional investors will not invest in penny stocks. In addition, many individual investors will not invest in penny stocks due to, among other reasons, the increased financial risk generally associated with these investments.

For these reasons, penny stocks may have a limited market and, consequently, limited liquidity. We can give no assurance at what time, if ever, our common stock will not be classified as a “ ” in the future.

Our ability to grow and compete in the future will be adversely affected if adequate capital is not available.

The ability of our business to grow and compete depends on the availability of adequate capital, which in turn depends in large part on our cash flow from operations and the availability of equity and debt financing. Our cash flow from operations, if any, may not be sufficient or we may not be able to obtain equity or debt financing on acceptable terms or at all to implement our growth strategy. As a result, adequate capital may not be available to finance our current growth plans, take advantage of business opportunities or respond to competitive pressures, any of which could harm our business.

If we are unable to manage future growth effectively, our revenues and liquidity could be adversely affected.

Our ability to achieve our desired growth depends on our execution in functional areas such as management, sales and marketing, finance and general administration and operations. To manage any future growth, we must continue to improve our operational and financial processes and systems and expand, train and manage our employee base and control associated costs. Our efforts to grow our business, both in terms of size and in diversity of customer bases served, will require rapid expansion in certain functional areas and put a significant strain on our resources. We may incur significant expenses as we attempt to scale our resources and make investments in our business that we believe are necessary to achieve long-term growth goals. If we are unable to manage our growth effectively, our expenses could increase without a proportionate increase in revenue, our margins could decrease, and our business and results of operations could be adversely affected.

If we make any acquisitions, they may disrupt or have a negative impact on our business.

If we make acquisitions in the future, funding permitting, which may not be available on favorable terms, if at all, we could have difficulty integrating the acquired company’s assets, personnel and operations with our own. We do not anticipate that any acquisitions or mergers we may enter into in the future would result in a change of control of the Company. In addition, the key personnel of the acquired business may not be willing to work for us. We cannot predict the effect expansion may have on our core business. Regardless of whether we are successful in making an acquisition, the negotiations could disrupt our ongoing business, distract our management and employees and increase our expenses. In addition to the risks described above, acquisitions are accompanied by a number of inherent risks, including, without limitation, the following:

Our business could be severely impaired if and to the extent that we are unable to succeed in addressing any of these risks or other problems encountered in connection with an acquisition, many of which cannot be presently identified. These risks and problems could disrupt our ongoing business, distract our management and employees, increase our expenses, and adversely affect our results of operations.

We incur ongoing costs and expenses for SEC reporting and compliance and without sufficient revenues, we may not be able to remain in compliance, making it difficult for investors to sell their shares, if at all.

In order for us to remain in compliance with our on-going reporting requirements, we may require additional capital and/or future revenues to cover the cost of these filings, which could comprise a substantial portion of our available cash resources or require us to obtain additional capital through the sale of equity or debt. If we are unable to further capitalize the Company or generate sufficient revenues to remain in compliance, it may be difficult for you to resell any shares you may purchase, if at all. There are ongoing costs and expenses for SEC reporting, including the general bookkeeping and accounting costs for the preparation of the financial quarterly (Form 10-Qs) and annual filings (Form 10-Ks), and auditor’s fees. Further, there are processing costs in preparing and converting documents and disclosures through the EDGAR filing system, including certain costs for the XBRL that are required as part of the EDGAR filing.

If persons engage in short sales of our common stock, the price of our common stock may decline.

Selling short is a technique used by a stockholder to take advantage of an anticipated decline in the price of a security. In addition, holders of options and warrants will sometimes sell short knowing they can, in effect, cover through the exercise of an option or warrant, thus locking in a profit. A significant number of short sales or a large volume of other sales within a relatively short period of time can create downward pressure on the market price of a security. Stockholders could, therefore, experience a decline in the value of their investment as a result of short sales of our common stock.

Global economic conditions could materially adversely affect our business, results of operations, financial condition and growth.

Adverse macroeconomic conditions, including inflation, slower growth or recession, new or increased tariffs, changes to fiscal and monetary policy, tighter credit, higher interest rates, high unemployment and currency fluctuations could materially adversely affect our operations, expenses, and access to capital. In addition, uncertainty about, or a decline in, global or regional economic conditions could have a significant impact on our expected funding sources and partners. A downturn in the economic environment could also lead to limitations on our ability to issue new debt; and reduced liquidity. These and other economic factors could materially adversely affect our business, results of operations, financial condition and growth.

We may be adversely affected by climate change or by legal, regulatory or market responses to such change.

General Information

The following discussion should be read in conjunction with the financial statements for the fiscal year ended December 31, 2025 and notes thereto, which the Company filed with the Securities and Exchange Commission (the “ ”) on April 15, 2026 as part of our Annual Report on Form 10-K for the year ended December 31, 2025 (the “ Annual Report ”) and Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our 2025 Annual Report.

Statements made in this “

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations ” are subject to forward-looking statements and various risks and should be read in connection with the “ Cautionary Note Regarding Forward-Looking Statements ”, above and “ ”, described below and incorporated by reference into this Report, as described below.

Certain capitalized terms used below and otherwise defined below, have the meanings given to such terms in the footnotes to our unaudited condensed consolidated financial statements included above under “ Part I – Financial Information ” – “ Item 1. Financial Statements ”.

Unless the context requires otherwise, references to the “

Company, we, us, our,

Nu-Med

”, and “

Nu-Med Plus, Inc.

” refer specifically to Nu-Med Plus, Inc.

In addition, unless the context otherwise requires and for the purposes of this Report only:

Exchange Act

” refers to the Securities Exchange Act of 1934, as amended;

” or the “

Commission

” refers to the United States Securities and Exchange Commission; and Securities Act ” refers to the Securities Act of 1933, as amended.

Additional Information

We file annual, quarterly, and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s website at www.sec.gov . Copies of documents filed by us with the SEC are also available from us without charge, upon oral or written request to our Secretary, who can be contacted at the address and telephone number set forth on the cover page of this Report.

Recent Events

A description of recent events affecting the Company are discussed under Note 8 and 9 of the unaudited financial statements of the Company, above.

We account for income taxes in accordance with the Tax Cuts and Jobs Act and SAB 118.

Business Overview

NU-MED PLUS, INC., a Utah corporation (“

NU-MED

” or the “

Company

On

June 26, 2026, the Company, Avid Gold, Maritimes Gold Corp. (“ MGC ”), Maritimes Gold JV Corp. (the “ MGC Subsidiary ”), MegumaGold Corp. (the “ Vendor ”), 1156219 B.C. Limited (“ ”) and Crosby Gold Ltd. (“ Crosby Gold ”, and together with 1156 the “ Vendor Subsidiaries ”), entered into a Mineral Property Purchase Agreement (the “ Property Purchase Agreement ”). Pursuant to the Property Purchase Agreement, the Company agreed to acquire six gold mineral properties located in Provinces of Nova Scotia, New Brunswick, and Newfoundland and Labrador (collectively, the “ Properties ”), from the Vendor and the Vendor Subsidiaries in consideration for an aggregate of 500,000 shares of Series A Preferred Stock of the Company (see Note 4), issuable to the Vendor (the “ Series A Property Shares ”) and the assumption of certain liabilities associated with the Properties (the “ Purchase One of the requirements to closing the Property Purchase Agreement was the approval by the Vendor of the transactions contemplated by the Property Purchase Agreement, which approval was received on August 10, 2026 (with shareholders holding 84.5% of Vendor’s voting shares voting in approval of such transaction). As a result of such approval, the Company expects to close the transactions contemplated by the Property Purchase Agreement shortly after the filing of this Report.

Management’s intent in entering into the Exchange Agreement was to develop new business opportunities in connection with gold exploration and development while maintaining the Company’s existing operations. Management of the Company believes that by bringing Avid Gold under the Company’s umbrella, the Company will be able to diversify its operations and build a portfolio of core assets that can be strategically leveraged in various ways to accelerate the Company’s overall growth. With the Exchange Agreement, there will come an expanded vision for the Company. Upon the anticipated closing of the Property Purchase Agreement, as discussed in greater detail below, the Company intends to raise new capital and, through Avid Gold’s wholly-owned subsidiary, Maritimes Gold Corp., will aim to potentially increase the mineral resource estimate of in-ground gold at the Properties.

At June 30, 2026, we had assets, consisting solely of current assets of $12,909 and liabilities of $280,395. Our current assets consisted primarily of $5,409 in cash and prepaid expenses in the amount of $7,500. Our working capital deficiency at June 30, 2026 was $267,486.

On September 11, 2022, the Company issued a convertible note in the amount of $100,000 to Your Space, Inc. The note bears interest at the rate of 5% per annum and had an original due date of December 31, 2023. The holder of the convertible note has notified the Company that it will not exercise the convertible feature of the note and the parties have agreed that the principal and all accrued and unpaid interest will be repaid on or before October 8, 2026.

During the years ended December 31, 2025 and 2024, the Chief Financial Officer provided to the Company $33,769 and $20,592, respectively, for the payment of operating expenses, bringing the total funds he has provided the Company to $100,000. During the year ended December 31, 2025, the Chief Executive Officer provided to the Company $12,500 for the payment of operating expenses. During the six months ended June 30, 2026, the Chief Executive Officer provided to the Company $10,000 for the payment of operating expenses. Total notes payable to officers at June 30, 2026 and December 31, 2025 is $122,500 and $112,500, respectively.

We currently have no revenue and have had to rely on loans from shareholders or sale of our stock to cover expenses. Avid Gold, in exchange for transaction exclusivity, agreed to provide funds to the Company to cover operating expenses. The funds provided will not be repaid to Avid Gold. During the three months ended June 30, 2026, Avid Gold provided $45,000 to the Company, which is recorded as other income in our Statement of Operations.

Six Month Periods Ended June 30, 2026 and 2025

For the six months ended June 30, 2026 and 2025, we had no revenue and operating expenses of $35,708 and $29,119, respectively. The increase in operating expense for the six months ended June 30, 2026 resulted primarily from a $4,247 increase in professional fees and a $1,732 increase in general and administrative expenses. Interest expense of $5,500 and $2,479 was recognized for the six months ended June 30, 2026 and 2025, respectively. In the six months ended June 30, 2026, we recognized other income of $45,000 related to a no-shop fee from a non-binding letter of intent. The Company had net income of $3,792 for the six months ended June 30, 2026 compared to a net loss of $31,598 for the six months ended June 30, 2025.

Cash Flows

We had $5,252 of net cash used in operating activities for the six months ended June 30, 2026, compared to $1,510 of net cash used in operating activities for the six months ended June 30, 2025. Cash used in operating activities for the six months ended June 30, 2026, mainly related to $14,294 of decrease in accounts payable, offset by $3,792 of net income and a $5,500 increase in accrued expenses. For the six months ended June 30, 2025, net cash used in operating activities was mainly due to a net loss of $31,598, offset by $12,164 of accounts payable and, $19,450 of accounts payable – related party.