Annual Report for Fiscal Year Ending December 31, 2025 (Form 10-K)

MANAGEMENT'S DISCUSSION AND ANALYSIS AND OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion and analysis of our financial condition and results of operations contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those described in the "Risk Factors" section of this Report. Actual results may differ materially from those contained in any forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "potential" or "continue," the negative of such terms or other comparable terminology. These statements are only predictions. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Moreover, neither we, nor any other person, assume responsibility for the accuracy and completeness of the forward-looking statements. We are under no obligation to update any of the forward-looking statements after the filing of this Report to conform such statements to actual results or to changes in our expectations.

Overview

We are a medical device technology and software as a service ("SaaS") company focused on enabling primary care physicians ("PCPs") 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 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 with the software, training and devices necessary to allow them to treat their patients using value-based healthcare, informatics and algorithmic personalized medicine, including digital therapeutics. Our virtual and point of care solutions also support non face to face clinical decision making and remote patient 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 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 intend to increase 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.

Our ability to operate profitably is determined by our ability to generate revenues from the licensing of our QHSLab and the sale of diagnostic related products and treatment protocols and the provision of services through QHSLab. Currently, we are generating revenues from the sale of AllergiEnd® diagnostic related products, immunotherapy treatments and clinical 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.

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.

Business Model and Revenue Drivers

The Company's operating results are driven primarily by:

●	The number of contracted medical practices
●	The number of active patients enrolled per practice
●	Patient participation
●	Retention of existing practices
●	Utilization of digital screening, follow-up, and care management workflows
●	Adoption of complementary services, including allergy testing and treatment

Revenue is generally recurring in nature and may fluctuate based on patient opt-out rates, variability in service utilization, seasonal patterns, and changes in practice enrollment levels.

The allergy diagnostics and treatment services contribute to revenue through the sale of FDA-cleared diagnostic devices to participating practices and through increased utilization of the digital platform when allergy screening and follow-up workflows are implemented. Management believes that allergy represents a common chronic condition well-suited to population health management, which may support incremental patient engagement and revenue per practice over time.

Operating Focus and Cost Structure

The Company's cost structure consists primarily of:

●	Software development and platform maintenance
●	Clinical program development and care workflow support
●	Care management and patient engagement services
●	Sourcing and distribution of allergy diagnostic devices and treatment services
●	Sales, onboarding, and customer support
●	General and administrative expenses

Management seeks to maintain a capital-efficient operating model by limiting customization, standardizing implementations, and focusing on a defined target customer profile. The Company's allergy diagnostics service line is structured to leverage existing digital workflows and practice relationships, rather than requiring a separate standalone sales or support infrastructure.

Customer Acquisition and Sales Cycle

Our sales strategy prioritizes independent, physician-led primary care practices that control their own workflows and express a demonstrated need for improved assessment, follow-up care, or expanded chronic disease and/ or behavioral health management service offerings.

The allergy diagnostics and treatment offering are generally introduced as a complementary capability within existing or prospective digital platform deployments, rather than as a standalone product offering. Management believes this integrated approach may reduce sales friction and support adoption by practices seeking to expand services without adding additional vendors.

The typical sales cycle includes an introductory discussion, a focused demonstration of the patient journey and economic model, and execution of a standard services agreement. Management seeks to minimize extended sales cycles and avoid customer engagements that require significant customization or operational complexity.

Trends Affecting Results of Operations

Management believes the following trends are relevant to the Company's operating results:

●	Increasing reimbursement by payers of non-face-to-face clinical services when appropriately documented
●	Growing demand among primary care practices for population-based screening and continuous care management
●	Continued shortage of specialty care providers, including mental health and allergy specialists, relative to patient demand
●	Increased willingness among primary care practices to manage chronic conditions traditionally referred to specialists
●	Ongoing fragmentation in the digital health market, creating demand for unified platforms

These trends may support increased adoption of the Company's digital platform and allergy diagnostics offerings, although the timing and extent of such impacts remain uncertain.

Operational Highlights

Results of Operations during the year ended December 31, 2025 as compared to the year ended December 31, 2024

Revenues

During the fourth quarter of 2020 we began to sell 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 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.

For the year ended December 31, 2025, we generated revenues of $2,691,741 compared to $2,131,926 of revenues in 2024. Revenues in 2025 were primarily driven by ISP services sales of $1,121,134 and sales of Allergy Diagnostic Kits of $823,108. The increase in revenues in the year ended 2025 were attributed to a 74.3% increase in revenues generated from ISP services to $1,121,134 compared to $643,211 for the year ended December 31, 2024 and a 19.2% increase in sales of Immunotherapy Treatment to $487,762 compared to $409,319 for the year ended December 31, 2024.

Our revenues consisted of the following:

		For the Years Ended
		December 31,
		2025				2024
Allergy Diagnostic Kit Sales		$	823,108			$	832,987
Integrated Service Program Revenue			1,121,134				643,211
Immunotherapy Treatment Sales			487,762				409,319
Clinical Study Revenue			133,650				133,650
Subscription Revenue			43,731				54,523
Shipping & Handling			41,670				35,892
Training & Other Revenue			40,686				22,344
Total Revenue		$	2,691,741			$	2,131,926

Cost of Revenues and Gross Profit

Cost of revenues consists of the cost of the AllergiEnd® test kits and allergen immunotherapy pharmacy-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.

For the years ended December 31, 2025 and 2024, cost of revenues was $880,892 and $774,036, respectively.

The Company generated a gross profit of $1,810,849, for the year ended December 31, 2025 and $1,357,890, in 2024. Gross margin increased from 63.7% during the year ended December 31, 2024 to 67.3% during the year ended December 31, 2025. The increase in gross margin in 2025 was attributable to a combination of changes in the product mix including the growth of ISP revenue and improved cost structure resulting from the acquisition of intangible assets from MedScience and synergies across our core product lines.

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

Sales and Marketing

Sales and marketing expenses consist primarily of costs associated with selling and marketing our products to PCPs, principally ongoing sales efforts to recruit new PCPs and maintain our relationships with PCPs already using our software and products. These expenses include employee compensation and costs of consultants.

For the year ended December 31, 2025, sales and marketing expenses totaled $683,477, an increase of $174,412, compared to $509,065 for the year ended December 31, 2024.

The increases in sales and marketing expenses for the year ended December 31, 2025 compared to 2024 relate primarily to increases in payroll-related expenses as we are investing in more sales and marketing activities to support our increasing 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 distribute our products, selling and marketing expenses could decrease as a percentage of revenues, though we may increase our marketing efforts as funds become available.

General and Administrative

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

For the year ended December 31, 2025, general and administrative expenses totaled $439,143, an increase of $162,647, compared to $276,496 for the year ended December 31, 2024.

The increase in general and administrative expenses for the year ended December 31, 2025, as compared to 2024, is primarily due to increases in sales processing related to increased revenue, rent, investor relations and legal fees in connection with the settlement of outstanding debt.

Research and Development

Research and development (R&D) expenses include expenses incurred in connection with the research and development of our medical device technology solutions, including software development. R&D costs are expensed as they are incurred.

For the year ended December 31, 2025, R&D expenses totaled $484,873, which is an increase of $190,393, compared to $294,479 for the year ended December 31, 2024.

The increases in R&D expenses for the year ended December 31, 2025, as compared to 2024, were driven by increases in software development expenses as we continue to expand the commercialization of QHSLab 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.

Other Income and Expense

For the year ended December 31, 2025, interest expense decreased by $227,642 to $237,413 from $465,055 for the year ended December 31, 2024.

The decrease is driven by the fact that we accrued interest of $328,427 on the Mercer Fund $806,000 Note and $440,000 Note during 2024 at the default rate combined with the extinguishment of such debt in late 2025. The elimination of this debt and accrual of interest at the non-default rate resulted in lower interest expense during the year ended December 31, 2025. We anticipate that the amount of interest we pay will remain lower until such time as we elect to take on new debt.

For the year ended December 31, 2025, we recorded a gain on extinguishment of debt within Other income and expense on the consolidated statements of operation in connection with the repurchase of our convertible promissory notes originally issued on August 10, 2021 and July 19, 2022 (collectively, the "Notes"). The Notes, which had been in default and bore interest at a default rate of 18 percent per annum, had an aggregate outstanding balance consisting of principal and accrued interest of $1,445,695 as of the date of redemption and were satisfied with a payment of $300,000, resulting in a gain of $1,145,695 within Other income and expense.

During 2025 we also satisfied the Promissory Note held by MedScience which had an outstanding principal and accrued interest balance totaling $470,529. In consideration of the repurchase of the Promissory Note, we issued an aggregate of 1,568,432 shares of common stock resulting in a net loss on the repurchase of the Promissory Note of $479,940 which was recorded within Other income and expense.

On December 31, 2025, we agreed to modify our outstanding Convertible Promissory Note which had a balance as of such date of $146,548. Pursuant to our agreement with the holder, $126,548 of outstanding principal and accrued interest was converted into shares of our common stock at a price of $0.30 per share resulting in the issuance of 421,827 shares of our common stock and the converted portion of the Convertible Promissory Note was extinguished upon issuance of the shares. In connection with the modification and partial conversion, we recognized a loss of $102,251 recorded during the year ended December 31, 2025 within Other income and expense.

There was $82 of other income for the year ended December 31, 2025 compared to $78 for the comparable period in 2024 which was related to the redemption of awards on a credit card.

Liquidity and Capital Resources

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, 2025, we had current assets totaling $883,009 including $636,157 of cash, $190,610 of accounts receivable, $35,790 of inventory, and $20,452 related to prepaid expenses and other current assets. At such date we had current liabilities of $449,860 consisting of $326,431 in accounts payable, $17,858 in other current liabilities and $105,571 representing the current portions of outstanding loans. There was $96,218 of outstanding loan balances classified as long-term liabilities on our consolidated balance sheets.

On December 31, 2024, we had current assets totaling $420,827, including $157,168 of cash, $196,089 of accounts receivable, $41,779 of inventory, and $25,791 related to prepaid expenses and other current assets. At such date we had total current liabilities of $2,407,308 consisting of $340,962 in accounts payable, $343,945 in other current liabilities and $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.

We generated cash flows of $178,118 from operations during the year ended December 31, 2025, and $142,437 from operations during 2024. The increase in generation of cash was driven by an increase in revenue and improved gross margins during 2025 compared to 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 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 Note an Original Issue Discount Secured Convertible Promissory Note (the "Second 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.

On November 18, 2025, we consummated a Note Repurchase Agreement (the "Repurchase Agreement") with the holder of the First and Second Notes which had been in default and on which we were accruing interest at a default rate of 18 percent per annum. The Notes had an aggregate outstanding balance consisting of principal and accrued interest of $1,445,695 as of the date of redemption.

Under the terms of the Repurchase Agreement, we purchased the Notes for $300,000 (the "Repurchase Price"). Upon payment of the Repurchase Price, the Notes were deemed fully satisfied and all security interests and obligations relating to the Notes were terminated. The redemption resulted in the termination of all conversion rights associated with the Notes, including rights to convert into shares of the Company's common stock at a conversion price of $0.20 per share and a gain on extinguishment being recorded in the consolidated income statement for the year ended December 31, 2025.

The combined principal and accrued interest on the Acquisition Note as of December 31, 2025 was $470,529 and as of December 31, 2024 was $433,334, without giving effect to additional interest of $49,165 and $30,567, respectively, which the holder of the Acquisition Note may have demanded as a result of our failure to make payments on the due dates provided in the Acquisition Note.

We repurchased and extinguished the Acquisition Note as of December 31, 2025. In consideration of the repurchase of the Acquisition Note, we issued an aggregate of 1,568,432 shares of our common stock. As of December 31, 2025, the principal loan balance and all accrued interest were discharged.

Plan of Operation and Funding

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 $3,903,551 at December 31, 2025, generated net income of $457,417 for the year ended December 31, 2025, principally as a result of a gain of $1,145,695 on the extinguishment of debt, and a net loss of $259,239 for the year ended December 31, 2024. We generated cash from operations of $178,118 and $142,437 in the years ended December 31, 2025 and 2024, respectively. Despite the extinguishment of much of our debt, our history of losses combined with the amount of our 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 continue to generate positive cash flow from operations or obtain necessary equity or debt 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 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.

While we are focused on our business, 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 this 2025 Annual Report on Form 10-K.

Critical Accounting Policies

Our significant accounting policies are described in the notes to our consolidated financial statements included elsewhere in this annual report.