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

WeAlthough we achieved net income in 2025, we incurred net losses in 2024 and 2023prior periods and may not be able to sustain profitability or continue to operate operating as a going concern.

While we had net income of $457,417 for the year ended December 31, 2025, this was the result, in part, of a net gain on extinguishment of debt of approximately $666,000. We historically have suffered net losses of including $259,239 andfor $468,362the year ended December 31, 2024. We had positive cash flows from operations for the years ended December 31, 20242025 and 2023, respectively. We also had positive cash flows from operations for the year ended December 31, 2024 but had negative cash flows from operations prior to that and our revenues were only $2,691,741 and $2,131,926 for the yearyears ended2025 Decemberand 31,2024, 2023.respectively. During the years ended December 31, 20242025 and 2023,2024, to support our operations we received loans in the aggregate amount of $548,736.$362,168 and issued equity for gross proceeds of $499,998. Further, to date, our Chief Executive Officer, who is our principal shareholder, has chosen not to draw a salary. The report of our independent registered public accountants on our consolidated financial statements for the year ended December 31, 20242025 states that these factors raise uncertainty about our ability to continue as a going concern.

Unless we are able to consistently increase our revenues and generate positive cash flows from operations, we will continue to depend upon further issuances of debt, equity or other financings to fund ongoing operations. We may continue to incur additional operating losses and we cannot assure you that we will continue as a going concern.

We are highly leveraged and wemay need additional financing.financing to grow our business.

If we are not able to pay or refinance theour outstanding principaldebt, and accrued interest on these notes the Lenderlenders may choose to exercise such rights as are available to itavailable, including foreclosing upon our assets,assets. If we are not able to timely pay our lenders, our management may be required to devote time to dealing with suchour effortslenders as opposed to business matters and our operations may be materially and adversely affected. WeIf we cannot timely pay amounts due, we may need to offer the holders of our debt increases in the rates of interest they receive or otherwise compensate them through payments of cash or issuances of our equity securities or reductions in the priceprices at which they can convert their convertible securities. Future financings or re-financings may involve the issuance of additional debt, equity and securities convertible into or exercisable for our equity securities. If we are unable to consummate such financings or re-financings, our operations and the trading price of our common stock could be adversely affected and the terms of such financings may adversely affect the interests of our existing stockholders. Our inability to obtain additional working capital is restricting our ability to grow our business as rapidly as otherwise might be possible and could have a material adverse affect on our business and financial condition and may result in a decline in the price of our common stock. If we are not able to fund ongoing losses through funds provided by third parties or our principal shareholder, we may become insolvent.

We first generated revenues in the fourth quarter of 2020. There is no assurance that we will generate sufficient revenues to grow our business as planned, become or remain cash flow positive or ever be profitable or to satisfy our lenders and maintain our operations. As we grow, it is likely we will need additional working capital for operations. If planned operating levels are changed, higher operating costs encountered,are more time needed to implement our plan,encountered or lesswe fundingdo isnot received,generate cash flow as planned, more funds than currently anticipated may be required. If additional capital is not available when required, if at all,required or is not available on acceptable terms we may be forced to modify or abandon our business plans.

We have identified material weaknesses in our internal controls,controls and we cannot provide assurances that these weaknesses will be effectively remediated or that additional material weaknesses will not occur in the future. If our internal control over financial reporting or our disclosure controls and procedures are not effective, we may not be able to accurately report our financial results, prevent fraud, or file our periodic reports in a timely manner, which may cause investors to lose confidence in us and lead to a decline in our stock price. We cannot remedy the deficiencies in our internal controls until we increase the number of officers in our Company.

Our management is responsible for establishing and maintaining adequate internal control over our financial reporting, as defined in Rule 13a-15(f) under the Exchange Act. We have identified material weaknesses in our internal controlscontrols, including with respect to ourthe segregation of duties duties,and a lack of experienced accounting personnel to properly report complex transactions, which cannot be rectified until we have additional additional officers.employees. As a result of our limited resources and our insufficient controls over review of accounting for certain complex transactions, our disclosure controls and procedures are not effective in providing material information required to be included in our periodic SEC filings on a timely basis and to ensure that information required to be disclosed in our periodic SEC filings is accumulated and communicated to our management to allow timely decisions regarding required disclosure about our internal control over financial reporting. Some of the material weaknesses in our internal controls are due to our limited management staff. Due to limited staffing, we are not always able to detect errors or omissions in financial reporting and cannot eliminate weaknesses due to our inability to segregate duties. If we fail to comply with the rules under Sarbanes-Oxley related to disclosure controls and procedures in the future or continue to have material weaknesses and other deficiencies in our internal control and accounting procedures and disclosure controls and procedures, our stock price could decline significantly and raising capital could be more difficult. If additional material weaknesses or significant deficiencies are discovered or if we otherwise fail to address the adequacy of our internal control and disclosure controls and procedures our business may be harmed. Moreover, effective internal controls are necessary for us to produce reliable financial reports and are important to helping prevent financial fraud. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our securities could drop significantly.

We depend upon third parties to supply us with all of the products included in the “AllergiEnd” line of products from which we currently derive mostapproximately half of our revenues. If these parties were unable or unwilling to continue to supply our needs, we might not be able to find an alternative source of supply which would materially adversely impact our business, financial condition and operating results.

We have engaged in limited product development activities and our product development efforts may not result in commercial products.

AlthoughWe provide our QHSLab has been provided to physicians and enabled them to generate revenues, we have only recently begun to charge physicians for this product under various software as a service, subscription and license-based revenue models. We intend to develop additional features to be added to QHSLab to provide PCPs with additional sources of revenue. There is no assurance that we will successfully develop new features or that any of the new features we develop will gain market acceptance. We cannot guarantee we will be able to produce commercially successful products. Further, our eventual operating results could be susceptible to varying interpretations by potential customers, or scientists, medical personnel, regulatory personnel, statisticians and others, which may delay, limit or prevent executing executing our proposed business plan.

We have limited capital resources and operations. To date, our operations primarily have been funded from capital contributions and loans from our principal shareholdershareholder, and more recently, third party loans.loans and the issuance of shares for services. We may not be able to obtain additional financing on terms acceptable to us, or at all. Even if we obtain financing for our near-term operations and product development, we may require additional capital beyond the near term.term to expand our customer base. If we are unable to raise capital when needed, our business, financial condition and results of operations would be materially adversely affected, and we could be forced to reduce or discontinue our operations.

If we issue additional shares of common stock, it would reduce our stockholders’ percentpercentage of ownership and may dilute our share value.

Our Certificate of Incorporation authorizes the issuance of 900 million shares of common stock. As atAt March 28,30, 20252026 we have outstanding 11,281,527 15,032,788 shares of common stock, without giving effect to shares issuable upon conversion or exercise of convertible notes, preferred stock, options and warrants currently outstanding. The future issuance of common stock or securities exercisable for or convertible into common stock to raise capital may result in substantial dilution in the percentage of our common stock held by our then existing stockholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock upon the conversion or exercise of outstanding notes and warrants, for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our then existing stockholders and might have an adverse effect on any trading market for our common stock.

Numerous state and federal laws and regulations govern the collection, dissemination, use, privacy, confidentiality, security, availability and integrity of personally identifiable information (PII), including protected health information (PHI). HIPAA establishes a set of basic national privacy and security standards for the protection of PHI,PHI by health plans, healthcare clearinghouses and certain healthcare providers, referred to as covered entities, and the businesses with which covered entities contract for services, which includes us. HIPAA requires companies like us to develop and maintain policies and procedures with respect to PHI, including the adoption of administrative, physical and technical safeguards to protect such information. HIPAA imposes mandatory penalties for certain violations which can be significant. HIPAA mandates that the Secretary of Health and Human Services, or HHS conduct periodic compliance audits of HIPAA covered entities or business associates. It also tasks HHS with establishing a methodology whereby individuals who were the victims of breaches of unsecured PHI may receive a percentage of the Civil Monetary Penalty fine paid by the violator. HIPAA further requires that patients and, in some instances, HHS be notified of any unauthorized acquisition, access, use or disclosure of their unsecured PHI that compromises the privacy or security of such information, with certain exceptions. Numerous other federal and state laws protect the confidentiality, privacy, availability, integrity and security of PHI. These laws in many cases are more restrictive than, and may not be preempted by, HIPAA, creating complex compliance issues for us and our clients potentially exposing us to additional expense, adverse publicity and liability. If we do not comply with existing or new laws and regulations related to PHI, we could be subject to criminal or civil sanctions. Because of the extreme sensitivity of the PHI we store and transmit, the security features of our technology platform are very important. If our security measures, some of which are managed by third parties, are breached or fail, unauthorized persons may obtain access to sensitive client and patient data, including HIPAA-regulated PHI. As a result, our reputation could be severely damaged, adversely affecting client and patient confidence. Clients may curtail their use of or stop using our services or our client base could decrease, which would cause our business to suffer. In addition, we could face litigation, damages for contract breach, penalties and regulatory actions for violation of HIPAA and other applicable laws or regulations and significant costs for remediation, notification to individuals and for measures to prevent future occurrences. Any security breach could also result in increased costs associated with liability for stolen assets or information, repairing system damage that caused by such breaches, incentives offered to clients or other business partners in an effort to maintain business relationships after a breach and implementing measures to prevent future occurrences, including organizational changes, deploying additional personnel and protection technologies, training employees and engaging third-party experts and consultants. While we maintain insurance covering certain security and privacy damages and claim expenses, we may not carry insurance or maintain coverage sufficient to compensate for all liability and in any event, insurance coverage would not address the reputational damage that could result from a security incident. We outsource important aspects of the storage and transmission of client and patient information,information and thus rely on third parties to manage functions that have material cyber-security risks. We attempt to address these risks by requiring outsourcing subcontractors who handle client and patient information to sign business associate agreements contractually requiring those subcontractors to adequately safeguard personal health data to the same extent that applies to us and in some cases by requiring such outsourcing subcontractors to undergo third-party security examinations. However, we cannot assure you that these contractual measures and other safeguards will adequately protect us from the risks associated with the storage and transmission of client and patient proprietary and protected health information.

The use of our products will involveinvolves the storage, transmission and processing of our clients’ and their patients’ private data. Individuals or entities may attempt to penetrate our network or platform security, or that of our third-party hosting and storage providers, and could gain access to our clients’ and their patients’ private data, which could result in the destruction, disclosure or misappropriation of proprietary or confidential information of our clients’ and their patients’ or their customers, employees and business partners. If any of our clients’ private data is leaked, obtained by others or destroyed without authorization, it could harm our reputation, we could be exposed to civil and criminal liability, and we may lose our ability to access private data, which will adversely affect the quality and performance of our platform. In addition, our platform may be subject to computer malware, viruses and computer hacking, fraudulent use attempts and phishing attacks, all of which have become more prevalent. Any failure to maintain the performance, reliability, security and availability of our products or services and technical infrastructure to the satisfaction of our clients may harm our reputation and our ability to retain existing customers and attract new users. While we will implement procedures and safeguards that are designed to prevent security breaches and cyber-attacks, they may not be able to protect against all attempts to breach our systems, and we may not become aware in a timely manner of any such security breach. Unauthorized access to or security breaches of our platform, network or computer systems, or those of our technology service providers, could result in the loss of business, reputational damage, regulatory investigations and orders, litigation, indemnity obligations, damages for contract breach, civil and criminal penalties for violation of applicable laws, regulations or contractual obligations, and significant costs, fees and other monetary payments for remediation. If customers believe that our platform does not provide adequate security for the storage of sensitive information or its transmission over the Internet, our business will be harmed. Customers’ concerns about security or privacy may deter them from using our platform for activities that involve personal or other sensitive information.

Because we rely on the internet to interact with our clients, we are subject to an extensive and highly-evolving regulatory landscaperegulations and any adverse changes to, or our failure to comply with, any laws and regulations could adversely affect our brand, reputation, business, operating results, and financial condition.

The occurrence of one or more natural disasters, unusually adverse weather conditions, pandemic outbreaks, such as the recent outbreak of the coronavirus, or COVID-19, terrorist acts, conflicts between nations or rogue groups, and the response of governments and US agencies to such occurrences, could adversely affect our operations and financial performance. To the extent these events impact one or more of our key suppliers, our operations and financial performance could be materially adversely affected through lost sales. Such events could also cause US agencies and insurance companies to modify reimbursement policies which could result in lost sales, reduced revenues and otherwise adversely affect our financial performance.

Our ability to finance our business may be materially adversely affected by global geopolitical conditions including those resulting from the ongoing Russia-Ukraine conflict, the US-Iran conflict, the Israel-Hamas conflict, efforts by terrorist organizations to disrupt global shipping patterns and actions by the United States government to reduce its deficit and influence actions of other nations.

Global markets are experiencing volatility and disruption as a result of the geopolitical instability resulting from the ongoing Russia-Ukraine conflict, the US-Iran conflict, the Israel-Hamas conflict, efforts by terrorist organizations to disrupt global shipping patterns and recent actions by the United States government, including the reduction in the number of federal employees, the elimination of government programs and the imposition of tariffs. The invasion of Ukraine by Russia, Iran by the United States, the Israel-Hamas conflict, efforts to disrupt shipping through the Suez Canal and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and other countries and recent actions taken by the United States government to reduce the number of federal employees, eliminate government programs and impose tariffs, have created global economic and security concerns that could have a lasting impact on regional and global economies and financial markets. Although the length and impact of the ongoing conflicts and any sanctions imposed and actions which may be taken by the United States government are highly unpredictable, they have led to market disruptions and could result in further disruptions, including significant volatility in commodity prices, credit and capital markets and lead to instability and lack of liquidity in capital markets, adversely impacting our ability to finance our operations. The imposition of tariffs on products imported by us or our physicians in providing services to their patients, may increase costs and may have an adverse impact on their practices and our business and financial results.

Certain of our products provide applications that relate to patient clinical information. Any failure by our products to provide accurate and timely information concerning patients, their medication, treatment and health status, generally, could result in claims against us which could materially and adversely impact our financial performance, industry reputation and ability to market new systems. In addition, a court or government agency may take the position that our delivery of health information directly, including through licensed practitioners, or delivery of information by a third party site that a consumer accesses through our websites, exposes us to assertions of malpractice, other personal injury liability, or other liability for wrongful delivery/handling of healthcare services or erroneous health information. We anticipate that in the future we will maintain insurance to protect against claims associated with the use of our products as well as liability limitation language in our end-user license agreements, but there can be no assurance that our insurance coverage or contractual language would adequately cover any claim asserted against us. A successful claim brought against us in excess of or outside of our insurance coverage could have an adverse effect on our business, results of operations and financial condition. Even unsuccessful claims could result in our expenditure of funds for litigation and management time and resources.

There is significant uncertainty in the healthcare industry in which we operate, and we are subject to the possibility of changing government regulation, regulations, which may adversely impact our business, financial condition and results of operations.

Substantially all of the outstanding shares of our common stock in addition to the shares issuable upon conversion of our outstanding convertible notes are freely tradable without restriction or registration under the Securities Act or otherwise eligible sale under Rule 144 promulgated under the Securities Act, subject to certain limitations. In general, pursuant to Rule 144, non-affiliate stockholders may sell freely after six months, subject only to the current public information requirement. Affiliates may sell after six months, subject to the Rule 144 volume, manner of sale (for equity securities), current public information, and notice requirements. All of the 11,281,52715,032,788 shares of our common stock outstanding as of March 27,30, 2025, 2026, and the shares issuable upon conversion of our outstanding convertible notesnote, warrants and preferred stock may be sold in accordance with Rule 144 and only those shares held by Troy Grogan are subject to the volume limitation imposed by Rule 144 on sales by affiliates. Given the limited trading of our common stock, resale of even a small number of shares of our common stock pursuant to Rule 144 or an effective registration statement, may adversely affect the market price of our common stock.

Our director may authorize the issuance of preferred stock in one or more series with such limitations and restrictions as he may determine, in his sole discretion, with no further authorization by security holders required for the issuance of such shares. Our director may determine the specific terms of the preferred stock, including: designations; preferences; conversions rights; cumulative,the relative;rates participatingand date of payment of dividends; and optional or other rights, including: voting rights; qualifications; limitations; or restrictions of the preferred stock stock.and rights upon a default. Our sole director has exercised this authority to authorize the Series A and Series A-2 Preferred Stock which, taking into account the votes he is eligible to cast by virtue of the number of shares of our common stock and Series A Preferred Stock he holds, our sole director controls a majority of the votes which may be cast at a meeting of our stockholders, and therefore has the ability to control all matters submitted to stockholders for approval.Stock.

The Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the SEC and the national stock exchanges, have imposed various requirements on public companies, including requiring changes in corporate governance practices. Our management and other personnel will need to devote a substantial amount of time to these compliance requirements and any new requirements that the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 may imposebe imposed on public companies. Moreover, these rules and regulations, along with compliance with accounting principles and regulatory interpretations of such principles, have increased and will continue to increase our legal, accounting and financial compliance costs and have made and will continue to make some activities more time- consumingtime-consuming and costly. For example, we expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage coverage or incur substantial costs to maintain the same or similar coverage. These rules and regulations could also make it more difficult for for us to attract and retain qualified persons to serve on our board of directors or our board committees, or as executive officers. We will will evaluate the need to hire additional accounting and financial staff with appropriate public company experience and technical accounting and financial knowledge. We estimate the additional costs to be incurred as a result of being a public company to be in excess of $150,000 annually.

We are a medical device technology and software as a service (“SaaS”) company focused on enabling primary care physicians (“PCPs”) and other healthcare providers to increase their revenues by providing them with relevant, value-based tools to evaluate and treat chronic disease as well as provide preventive care through reimbursable procedures. In some cases, the products we provide our physician clients will enable them to diagnose and treat patients with chronic diseases which they historically have referred to specialists, allowing them to increase their practice revenue. As part of our mission, we are providing PCPs and other healthcare providers with the software, training and devices necessary to allow them to treat their patients patients using value-based healthcare, informatics and algorithmic personalized medicine.medicine, including digital therapeutics. Our digital healthcare, clinical decision support virtual and point of care solutions also support non face to face clinical decision making and remote patient and therapeutic monitoring, to address chronic care and preventive medicine and are reimbursable to the medical practice.

Increasingly, regulators and insurance companies have come to recognize what health care technologists have been saying for nearly 20 years, which is that most chronic conditions are better managed with more frequent and short encounters often without a physician’s direct participation, rather than infrequent visits. More health insurers have realized that Artificial Intelligence (“AI”) enabled digital medicine technologies such as those provided through our proprietary internally-developed Quality Health System Lab Expert System software (“QHSLab ”) can provide the necessary encounters to foster patient compliance in between face to face visits to a physician.

Based on the success of PCPs and other healthcare providers using our QHSLab allergy diagnostics and quality of life enhancing digital medicine tools combined with the products acquired from MedScience,MedScience Research Group, Inc. (“MedScience”), we intend to increase our revenues by charging physicians variousa service, assessment, program andmonthly subscription feesfee for the use of QHSLab and soliciting additional healthcare providersPCPs to increase their revenues by using our proven revenue generating QHSLab and AllergiEnd® line of products. We also plan to introduce additional point of care diagnostics and treatments, and digital medicine programs that providersPCPs can use and prescribe in their practices. In all cases, providersPCPs will be paid under existing government and private insurance programs, based upon analyses conducted utilizing QHSLab and treatments provided as a result of such analyses.

Our ability to operate profitably is determined by our ability to generate revenues from the licensing of our QHSLab software and the sale of diagnostic related products and treatment protocols and the provision of services through our QHSLab system.QHSLab. Currently, we are generating revenues from the sale of AllergiEnd® diagnostic related productsproducts, immunotherapy treatments and immunotherapyclinical treatments.decision support and administrative services. Our ability to generate a profit from these sales is determined by our ability to increase the number of physicians using these products. We will continue to upgrade QHSLab in an effort to increase the number of products sold based upon the services it can provide and for which we are able to charge a fee for its use.fee.

We operate as a single operating segment and single reportable segment. Operating segments are defined as components of a business that can earn revenue and incur expenses and for which discrete financial information is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and assess performance. Our CODM, the Chief Executive Officer, allocates resources and assesses performance based upon condensed consolidated financial information due to the interconnected relationship of our products to the same customers, therefore manages our business as a single operating segment.

During the fourth quarter of 2020 we began to sell the AllergiEnd® Products, consisting of AllergiEnd® Allergy Diagnostics and Allergen Immunotherapy treatments, to physicians. During the second quarter of 2022, we began to enter into SaaS subscription agreements to provide physicians with access to our proprietary internally-developed QHSLab platform software that provides clinical decision support and patient monitoring for numerous chronic conditions seen in primary care settings including allergy, asthma, anxiety, depression, chronic pain, and sleep disorders for example. During the fourth quarter of 2022, we began entering into Integrated Service Program (“ISP”) agreements to provide physicians’ offices with agreed-upon clinical decision support, digital health assessments, administrative workflow, and reimbursement support services utilizing our QHSLab platform.QHSLab.

For the year ended December 31, 2024,2025, we generated revenues of $2,131,926$2,691,741 compared to $1,408,995$2,131,926 of revenues in 2023.2024. Revenues in 20242025 were primarily driven by ISP services sales of $1,121,134 and sales of Allergy Diagnostic Kits of $832,987 and ISP services of $643,211.$823,108. The increase in revenues in the year ended 20242025 were attributed to a 138%74.3% increase in revenues generated from ISP services to $643,211$1,121,134 compared to $270,022$643,211 for the year ended December 31, 2023;2024 and a 25%19.2% increase in sales of Allergy DiagnosticImmunotherapy KitsTreatment to $832,987$487,762 compared to $666,600$409,319 for the year ended December 31, 2023 and the inclusion of revenues as a result of the achievement of the initial performance obligations associated with our clinical study.2024.

Cost of revenues consists of the cost of the AllergiEnd® test kits and allergen immunotherapy pharmacy preparedpharmacy-prepared treatment sets, shipping costs to our customers as well as administrative services and labor expenses directly related to ISP sales and the amortization of our capitalized software.

The Company generated a gross profit of $1,357,890, $1,810,849, for the year ended December 31, 20242025 and $793,607,$1,357,890, in 2023.2024. Gross margin increased from 56.3% during the year ended December 31, 2023 to 63.7% during the year ended December 31, 2024.2024 to 67.3% during the year ended December 31, 2025. The increase in gross margin for the year ended December 31, 2024in 2025 was attributable to a combination of changes in the product mix including the growth of ISP revenue and improved cost structure resulting sincefrom the acquisition of intangible assets from MedScience and synergies across our core product lines as well as the recognition of revenue as a result of the achievement of the initial research performance obligations associated with the clinical study which utilizes costs already included in cost of goods sold.lines.

As we continue to introduce new products at an early stage in our development cycle, theour gross margins may vary significantly between periods, due due,to, among other things, to differences among our customers and products sold, customer negotiating strengths, and product mix.

General and administrative expenses consist primarily of costs associated with operating a business including accounting, legal and other management consulting fees.

The increase in general and administrative expenses for the year ended December 31, 2024,2025, as compared to 2023,2024, is primarily due to increases in sales processing,processing cloud-relatedrelated hostingto increased revenue, rent, investor relations and legal fees partially offset by continued decreases in managementconnection consultingwith services.the settlement of outstanding debt.

The increases in R&D expenses for the year ended December 31, 2024,2025, as compared to 2023,2024, were driven by increases in software development expenses as we continue to expand the commercialization of our QHSLab platform software and R&D consulting expenses including the appointment of a medical and scientific affairs liaison during the second quarter of 2024. We expect that our R&D expenses will continue to increase as we invest in and expand our operations and further develop new products and services as part of our growth strategy.

Liquidity is a measure of a company’s ability to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. On December 31, 2024,2025, we had current assets totaling $420,827,$883,009 including $157,168$636,157 of cash, $196,089 $190,610 of accounts receivable, $41,779$35,790 of inventory, and $25,791$20,452 related to prepaid expenses and other current assets. At such date we had total current liabilities of $2,407,308$449,860 consisting of $340,962$326,431 in accounts payable, $343,945$17,858 in other current liabilities and $1,722,401$105,571 representing the current portions of outstanding loans and convertible notes.loans. There werewas no$96,218 of outstanding loan balances classified as long-term liabilities on our consolidated balance sheets.

On December 31, 2023,2024, we had current assets totaling $156,132,$420,827, including $51,582$157,168 of cash, $71,382$196,089 of accounts receivable, $25,181$41,779 of inventory, and $7,987$25,791 related to prepaid expenses and other current assets. At such date we had total current liabilities of $2,057,049$2,407,308 consisting of $78,907$340,962 in accounts payable, $196,590$343,945 in other current liabilities and $1,781,552$1,722,401 representing the current portions of outstanding loans and convertible notes. There were no balances classified as long-term liabilities on our consolidated balance sheets as the entirety of our loans payable are included in current liabilities.sheets.

We generated cash flows of $142,437$178,118 from operations during the year ended December 31, 2024,2025, weand used$142,437 cash of $159,627 infrom operations during the same period ending December 31, 2023.2024. The increase in generation rather than use of cash was driven by an increase in revenue and improved gross margins during the year ended December 31, 20242025 compared to the same period ended December 31, 2023.2024.

During the third quarter of 2021, we issued a promissory note of $750,000 (the “Acquisition Note”) in connection with our acquisition of assets related to our AllergiEnd® products and an Original Issue Discount Secured Convertible Promissory Note in the principal amount of $806,000 (the “First OID Note”) along with warrants to purchase 930,000 shares of our common stock (the “Warrants”) for aggregate consideration of $750,000. In July 2022, to supplement our cash on hand, we issued to the holder of the First OID Note an Original Issue Discount Secured Convertible Promissory Note (the “Second OID Note”) in the principal amount of $440,000 and warrants to purchase 550,000 shares of our common stock for aggregate consideration of $400,000.

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. We had an accumulated deficit of $4,331,350$3,903,551 at December 31, 2024, 2025, generated net lossesincome of $259,239 and $468,362$457,417 for the yearsyear ended December 31, 20242025, principally as a result of a gain of $1,145,695 on the extinguishment of debt, and 2023,a respectively,net andloss of $259,239 for the year ended December 31, 2024. We generated cash from operations of $178,118 and $142,437 in the year ended December 31, 2024, and used $159,627 of cash in operations in the yearyears ended December 31, 2023.2025 Weand are2024, currentlyrespectively. inDespite defaultthe extinguishment of much of our obligationsdebt, under our OIDhistory Notesof andlosses combined with the Acquisitionamount Note.of Theseour factors, among others,revenues, raise substantial doubt about our ability to continue as a going concern for a reasonable period of time. Our continuation as a going concern is dependent upon our ability to obtaincontinue necessaryto equity or debt financing and ultimately from generating revenues andgenerate positive cash flow to continuefrom operations and,or obtain innecessary theequity interim,or todebt convince the holders of our notes to forbear from exercising any rights they might have as a result of our defaults.financing. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.

Our working capital requirements are expected to increase in line with the growth of our business. We will remain highly leveraged as we seek to expand our business. Existing working capital and anticipated cash flows are expected to be adequate to fund our operations over the next twelve months. If necessary, we would seek to supplement such amounts through the issuance of debt or equity.

Our ability to obtain funds through the issuance of debt or equity is dependent upon the state of the financial markets at such time as we may seek to raise funds. The state of the capital markets may be adversely impacted by various risks and uncertainties, including, but not limited to future and current impacts of global events such as wars in the UkraineUkraine, Israel and Israel,Iran, increases in inflation and other risks detailed in the risk factors sections detailed in this 20242025 Annual Report on Form 10-K.

The following discussion provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our unaudited condensed consolidated financial statements for the three and six months ended MarchJune 31,30, 2026 and 2025 and notes thereto contained elsewhere in this Report, and our annual report on Form 10-K for the twelve months ended December 31, 2025 including the consolidated financial statements and notes thereto contained in such Report. The following discussion and analysis contains forward-looking statements, which involve risks and uncertainties. Our actual actual results may differ significantly from the results, expectations and plans discussed in these forward-looking statements. See “Cautionary Note Concerning Forward-Looking Statements.”

We are a medical device technology and SaaS company focused on enabling primary care physicians (“PCPs”) and other healthcare healthcare providers to increase their revenues by providing them with relevant, value-based tools to evaluate and treat chronic disease as well as provide preventive care through reimbursable procedures. In some cases, the products we provide our physician clients will enable enable them to diagnose and treat patients with chronic diseases which they historically have referred to specialists, allowing them to increase their practice revenue. As part of our mission, we are providing PCPs and other healthcare providers with the software, training and and devices necessary to allow them to treat their patients using value-based healthcare, informatics and personalized medicine. Our digital digital healthcare, clinical decision support and point of care solutions also support non face to face remote patient and therapeutic monitoring, monitoring, to address chronic care and preventive medicine and are reimbursable to the medical practice.

Increasingly, regulators and insurance companies have come to recognize what health care technologists have been saying for nearly 20 years, which is that most chronic conditions are better managed with more frequent and short encounters often without a physician’s direct participation, rather than infrequent visits. More health insurers have realized that Artificial Intelligence (“AI”) enabled digital medicine technologies such as those provided through our proprietary internally-developed Quality Health System Lab Expert System software (“QHSLab”) can provide the necessary encounters to foster patient compliance in between face to face visits to a physician.

Based on the success of PCPs using our QHSLab allergy diagnostics combined with the products acquired from MedScience Research Group, Inc. (“MedScience”), we intendare to increaseincreasing our revenues by charging physicians a monthly subscription fee for the use of QHSLab and soliciting additional PCPs to increase their revenues by using our proven revenue generating QHSLab and AllergiEnd® line of products. We also plan to introduce additional point of care diagnostics and treatments, and digital medicine programs that PCPs can use and prescribe in their practices. In all cases, PCPs will be paid under existing government and private insurance programs, based upon analyses conducted utilizing QHSLab and treatments provided as a result of such analyses.

We operate as a single operating segment and single reportable segment. Operating segments are defined as components of a business that can earn revenue and incur expenses and for which discrete financial information is evaluated regularly by the CODM in deciding how to allocate resources and assess performance. Our CODM, the Chief Executive Officer, allocates resources and assesses performance based upon condensed consolidated financial information and due to the interconnected relationship of our products which which are predominately offered to the same class of customer, manages our business as a single operating segment.

Results of Operations during the three and six months ended MarchJune 31,30, 2026 as compared to the three and six months ended MarchJune 31,30, 2025.2025

For the three months ended MarchJune 31,30, 2026 and 2025, cost of revenues was $257,882$257,706 and $215,475,$206,431, respectively.

For the three months ended MarchJune 31,30, 2026, sales and marketing expenses totaled $218,424$156,474 compared to $144,399$107,279 for the three months ended June March 31,30, 2025, an increase of $74,025.$49,195.

The increase in sales and marketing expenses for the periodperiods ended MarchJune 31,30, 2026 compared to the same periodperiods in 2025 relate to an increase in payroll-related and strategic marketing expenses as we investwere investing in more sales and marketing activities to support our increasing ISP ISP revenue. We expect our sales and marketing expenses to increase as we seek to build our customer base and launch additional products. Nevertheless, if we are successful in onboarding a sufficient number of PCPs and maintaining our relationships with these PCPs once they begin to fully utilize our products, sales and marketing expenses could decrease as a percentage of revenues, though we may increase our marketing efforts as funds become available.

For the three months ended MarchJune 31,30, 2026, general and administrative expenses totaled $207,822,$255,416, an increase of $52,299,$105,598, compared to $155,523 $149,818 for the three months ended March 31,June 30, 2025. The increase is primarily due to increased payroll-related expenses associated with expanding strategic and operational roles to support growing operations along with other operational expenses such as rent, insurance and accounting fees.

Research and development (“R&D”) includes expenses incurred in connection with the research and development of our medical device technology solution, including software development.development and costs related to our clinical study. R&D costs are expensed as they are incurred.

For the three months ended MarchJune 31,30, 2026, R&D expenses totaled $120,909,$114,621 awhich decreaseis an increase of $3,124$2,257 compared to $124,033$112,364 for the three months months ended MarchJune 31,30, 2025.

TheResearch decreaseand in R&Ddevelopment expenses for the period ended MarchJune 31,30, 2026,2026 asremained comparedgenerally toconsistent with the comparable period in 2025, wasreflecting the drivenCompany’s bycontinued maintaininginvestment in software development to support the commercialization and enhancement of the QHSLab platform. expensesWhile maintaining a disciplined level asof weinvestment continuein research and development, the Company continued to expand the commercialization of our QHSLab platform software while investing more inits sales and marketing effortsactivities during the period.period Weto expectsupport thatrevenue ourgrowth. R&DManagement expects research and development expenses willto increase over time as the weCompany continues to invest in andexpanding expand ourits operations and further developdeveloping new productsproducts, services and servicestechnologies as part of theits Company’s long-term growth strategy.

For the three months ended MarchJune 31,30, 2026, interest expense decreased by $58,044$57,269 to $9,526$7,215 from $67,570$64,484 for the three months ended MarchJune 30, 31, 2025. The decrease is driven by the conversion and settlement of multiple loans during the fourth quarter of 2025 including the elimination of default interest associated with certain of the notes.

Liquidity is a measure of a company’s ability to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. On MarchJune 31,30, 2026, we had current assets totaling $619,058,$682,933, including $362,088$317,392 of cash, $201,202$342,886 of accounts receivable, $27,517$8,814 of inventory, and $28,251$13,841 related to prepaid expenses and other current assets. At such datedate, we had total current liabilities of $368,005$375,822 consisting of $218,136$248,485 in accounts payable, $19,688$31,789 in other current liabilitiesliabilities, and $130,181$95,548 representing the currentdue portionsto ofrelated outstandingparty loans, including a related-party loan.balance. There were no balances classified as long-term liabilities on our condensed consolidated balance sheets.

The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. We had an accumulated deficit of $4,007,457$3,969,427 at MarchJune 30, 31, 2026, generated a net loss of $103,906$65,876 for the threesix months ended MarchJune 31,30, 2026 and generated net income of $457,417 for the year ended ended December 31, 2025, principally as a result of a gain of $1,145,695 on the extinguishment of debt. We used cash in operations of $208,061 $200,242 in the quartersix months ended MarchJune 31,30, 2026, and generated cash from operations of $178,118 in the year ended December 31, 2025. Despite the the extinguishment of much of our debt, our history of losses combined with the amount of our revenues, raise substantial doubt about our our ability to continue as a going concern for a reasonable period of time. Our continuation as a going concern is dependent upon our ability ability to generate positive cash flow from operations or obtain necessary equity or debt financing. The condensed consolidated financial statements statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.

Our working capital requirements are expected to increase in line with the growth of our business.business, expansion of our physician network and increases in our recurring revenue platform. Growth in service-based revenue generally results in higher accounts receivable balances during periods of rapid expansion due to normal billing and collection cycles. We will likely increase our debt levels as we seek to expand our business.business and believe any temporary increases in working capital requirements are consistent with our growth strategy and expect cash collections to improve as recently generated receivables convert to cash. Existing working capitalcapital, anticipated receivable collections, and anticipatedexpected operating cash flows are expected to be adequate to fund our operations over the next twelve monthsmonths. althoughHowever, because the Company’s return to profitability is recent, there can be no assurance to that effectthe canfuture cash flows and operating results will be given.sustained. If necessary, we would seek to supplement the amounts available to fund our operations through the issuance of debt or equity.

While we are focused on expanding our business,business we intend to remain focused on maintaining disciplined expense management, improving operating cash flow, and expanding higher-margin recurring revenue streams while continuing to invest strategically in initiatives expected to drive long-term shareholder value. As we seek to grow, we intend to continually explore our options to raise additional capital or, when available, borrow additional funds on terms which we believe are favorable to us. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders, could require the issuance of equity securities at prices we believe are below our true value and could cause the price of our common stock to decrease. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional borrowings could require that we grant the lenders a security interest or other rights that impede our ability to operate as we deem best for our shareholders. Further, any default under a loan agreement could result in an action which could force us to seek bankruptcy protection. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to maintain or expand our existing operations, take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business and adversely impact our financial results.

Our ability to obtain funds through the issuance of debt or equity is dependent upon the state of the financial markets at such time as we may seek to raise funds. The state of the capital markets may be adversely impacted by various risks and uncertainties, including, but not limited to future and current impacts of global events such as wars in the Ukraine, Israel and Iran, increases in inflation and other risks detailed in the risk factors sections detailed in our Annual Report on Form 10-K for the year ended December 31, 2025.