UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission File Number 333-260982

FAMILY OFFICE OF AMERICA, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number (303) 874-7487

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.001 Par Value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by checkmark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act. ☒

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of June 30, 2025 (the last business day of the registrant’s most recently completed second fiscal quarter), the aggregate market value of the issued and outstanding common stock held by non-affiliates of the registrant was $5,949,781. For purposes of the above statement only, all directors, executive officers and 10% shareholders are assumed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for any other purpose.

As of April 15, 2026, there were 30,452,004 shares of common stock outstanding.

FAMILY OFFICE OF AMERICA, INC

TABLE OF CONTENTS

DISCLOSURE REGARDING FORWARD LOOKING STATEMENTS

This report contains forward-looking statements. The forward-looking statements are contained principally in the sections entitled “Description of Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “anticipates,” “believes,” “seeks,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “would” and similar expressions intended to identify forward-looking statements. Forward-looking statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. These risks and uncertainties include, but are not limited to, the factors described in the section captioned “Risk Factors” below. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Such statements may include, but are not limited to, information related to: anticipated operating results; licensing arrangements; relationships with our customers; consumer demand; financial resources and condition; changes in revenues; changes in profitability; changes in accounting treatment; cost of sales; selling, general and administrative expenses; interest expense; the ability to secure materials and subcontractors; the ability to produce the liquidity or enter into agreements to acquire the capital necessary to continue our operations and take advantage of opportunities; legal proceedings and claims.

Also, forward-looking statements represent our estimates and assumptions only as of the date of this report. You should read this report and the documents that we reference and filed as exhibits to this report completely and with the understanding that our actual future results may be materially different from what we expect. Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in the future.

USE OF CERTAIN DEFINED TERMS

Except as otherwise indicated by the context, references in this report to “we,” “us,” “our,” “our Company,” or “the Company” is of Family Office of America, Inc., formerly known as Qualis Innovations, Inc.

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

PART I

Item 1. Business

Background

Description of Business

The background prior to Family Office of America Inc., on December 17, 2024, the Company’s name was changed from “Qualis Innovations, Inc.” to “Family Office of America, Inc.” with the State of Nevada, and that name change (and accompanying stock ticker change from “QLIS” to “FOFA”) was processed by FINRA on or about December 23, 2024.

Family Office of America, Inc. (the “Company” or “Family Office”), formerly known as Qualis Innovations, Inc., Hoopsoft Development Corp., Yellowcake Mining Inc., Sky Digital Stores Corp., and Sky Digital Holdings Corp., was incorporated in the state of Nevada on March 23, 2006.

In July 2019, a new company was formed and named EMF Medical Devices Inc. for the development, maintenance, marketing and sale of an electronic device for the treatment of pain that would make use of certain intellectual property interests held by LCMD. In May 2021 that company changed its name to mPathix Health Inc.

On June 28, 2021, the Company entered into a Share Exchange Agreement (“Exchange Agreement”) by and among mPathix Health, Inc. (formerly EMF Medical Devices, Inc., a Delaware corporation) (“mPathix”) and Family Office. The closing of the transaction (the “Closing”) took place on June 29, 2021 (the “Closing Date”). On the Closing Date, pursuant to the terms of the Exchange Agreement, the Company acquired all of the outstanding shares (the “Shares”) of mPathix. In exchange, the Company issued to the mPathix shareholder’s, their designees or assigns, an aggregate of 6,988,300 shares of Company common stock (the “Shares Component”) or 93.36% of the shares of common stock of the Company issued and outstanding after the Closing (the “Share Exchange”), at a valuation of $0.50 per share, and the Company issued warrants to purchase an additional 1,098,830 shares (698,830 warrants issued to the Company’s previous CEO and 400,000 to CreoMed which is beneficially owned by Dr. Joseph Pergolizzi, the Company’s previous acting CEO and chairman of the board) of the Company’s common stock, exercisable for 10 years at a $0.50 per share exercise price, subject to adjustment. In connection with the closing of the mPathix acquisition, the officers and directors of mPathix were appointed as the officers and directors of the Company. On June 29, 2021, the Company issued 496,650 common shares for the recapitalization of Family Office in conjunction with the reverse acquisition for a net book value of $0.

The acquisition was accounted for as a “reverse merger’’ and recapitalization since the stockholders of mPathix owned a majority of the outstanding shares of the common stock immediately following the completion of the transaction assuming that holders of 10% of the Public Shares exercise their conversion rights. mPathix was deemed to be the accounting acquirer in the transaction and, consequently, the transaction was treated as a recapitalization of mPathix. As a result, Family Office was considered to be the continuation of the predecessor mPathix. Accordingly, the assets and liabilities and the historical operations that are reflected in the consolidated financial statements are those of mPathix and are recorded at the historical cost basis of mPathix. Family Office’s assets, liabilities and results of operations will be consolidated with the assets, liabilities and results of operations of mPathix after consummation of the acquisition.

The Company is an early-stage company that is focused on the acquisition of interests in CPA firms and receiving a portion of revenues from those firms and providing family office services to these CPA clients. Family offices are different from traditional wealth management shops in that they offer a total solution to managing the financial and investment needs of an affluent individual or family. For example, in addition to financial planning and investment management, many family offices offer budgeting, insurance, charitable giving, wealth transfer planning, tax services, and more.

The CPA industry is very large and is estimated to be $147.5 billion in 2023, with 1.44 million CPAs in the U.S. (Statista Research Department).

It is estimated that 75% of CPAs have reached retirement age (AICPA). In 2010, approximately 50,000 people took the CPA exam and by 2021 only 32,000 took the exam. The Company believes there is a shortage of CPAs. Consolidation and automation will likely be necessary. These additional services provided to their clients will help expand revenues.

With so many CPA’s expected to retire over the next 10 years, the Company provides a succession plan and a very attractive path with an easy transition for clients. Our structure is attractive for CPA’s wishing to grow as well as those looking to retire. FOFA’s philosophy is to be professional, respectful, fair, and helpful.

At Family Office of America, we bring a team of professionals to provide clients with integrated services to empower financial success. It is not just for the uber-wealthy.

The Company desires to purchase a minority or as much as 100% of a CPA practice with a significant portion in cash. The CPA practice would own a portion of a wealth management entity and receive distributions as an owner. The Company plans to retain ownership in each Family Office vertical for example the wealth advisory firm. Smaller firms can come under the Family Office of America platform, benefit greatly from the platform services, and have an exit strategy.

The wealth management industry is highly competitive and is comprised of many players. We will compete directly with some of the largest financial service companies, as well as some of the smallest. We will primarily compete on the basis of several factors, including our level of service, the quality of our advice, independence, stability, performance results, breadth of our capabilities and fees.

The Company provides the following services:

Family Office of Maryland, LLC

Family Office of Maryland, LLC (“FO Maryland”), a Colorado corporation was incorporated on September 23, 2025 as a subsidiary of the Company. FO Maryland is engaged in the business of providing family office services, including but not limited to financial planning, investment management, tax preparation, bookkeeping, and related non-attest accounting services, primarily in Maryland. The Members’ ownership interests are Family Office of America Inc. of 100%. Major decisions require approval by Members holding a majority of the Membership Interests (i.e., greater than 50%). Profits and losses shall be allocated to the Members in proportion to their Membership Interests.

We eliminate from our financial results all significant intercompany transactions.

Ownership interests in the Company’s subsidiaries held by parties other than the Company are presented separately from the Company’s equity in the consolidated balance sheets as “noncontrolling interests.” The amount of consolidated net loss attributable to the Company and the noncontrolling interests are both presented on the face of the consolidated statements of operations.

Asset Purchase Agreement with Toone & Associates LLP

On October 1, 2025, FO Maryland entered into an Asset Purchase Agreement (“Agreement”) with Toone & Associates, LLP, a Maryland limited liability partnership (“Seller”), in which FO Maryland acquired certain assets of the Seller related to the non-attest services only (services such as tax preparation, bookkeeping, advisory, or compilations without an attest report and is not considered a CPA firm under the Uniform Accountancy Act or state regulations).

The acquired assets include all right, title, and interest in and to the assets of the Seller related to the accounting services portion of the business, including but not limited to:

In addition, FO Maryland shall assume only the following liabilities:

The aggregate purchase price for the acquired assets shall be One Million Five Hundred Thousand Dollars ($1,500,000) (the “Purchase Price”), payable as follows:

The Purchase Price shall be subject to adjustment based on the actual revenue and EBITDA generated by the acquired assets during the twelve (12)-month period following the closing date (the “Measurement Period”). If the actual revenue during the Measurement Period is less than One Million Five Hundred Thousand Dollars ($1,500,000) by five percent (5%) or more, or if the actual EBITDA is less than Five Hundred Thousand Dollars ($500,000) by ten percent (10%) or more, the Purchase Price shall be reduced on a dollar-for-dollar basis by the amount of such shortfall(s), prorated across the remaining payments. The parties shall cooperate in good faith to calculate such adjustments, with final determination by an independent accountant if disputed. Any adjustment shall be applied first to reduce the second payment, then the final payment, as applicable’

FO Maryland intends to retain the services of Bruce Toone as a consultant and manager (“Consultant”) for a period of two full tax seasons, the terms of which are as follows:

The Consultant shall provide public accounting services to the Company, including but not limited to tax preparation, financial reporting, bookkeeping, training of staff and Buyer to manage the company and detail training of the staff in being able to answer questions of clients, office management services, and proactively helping Buyer to introduce Family Office Services to clients (collectively, the “Services”). The Services shall exclude audit services.

The term of this Agreement shall commence on the Effective Date and continue for a period of two (2) years (the “Initial Term”), unless earlier terminated (as defined). Upon expiration of the Initial Term, this Agreement may be renewed for additional one (1) year periods upon mutual written agreement of the parties.

In consideration for the Services, the Company shall pay the Consultant a total annual fee of Two Hundred Sixteen Thousand Dollars ($216,000), payable in equal installments of Nine Thousand Dollars ($9,000) on the first (1st) and fifteenth (15th) day of each month.

Asset Purchase Agreement with Benson Family Office

On January 1, 2026, the Company entered into an Asset Purchase Agreement (“Agreement”) with Benson Family Office & Accounting Services, LLC, a Florida limited liability company (“Seller”), in which the Company acquired certain assets of the Seller related to the non-attest services only.

The aggregate purchase price for the acquired assets shall be Three Hundred Fifty-Three Thousand, Seven Hundred and Fifty Dollars ($353,750) (the “Purchase Price”), payable as follows:

The Purchase Price shall be subject to adjustment based on the actual revenue and EBITDA generated by the acquired assets during the twelve (12)-month period following the closing date (the “Measurement Period”). If the actual revenue during the Measurement Period is less than Two Hundred Eighty-Three Thousand Dollars ($283,000) by five percent (5%) or more, or if the actual EBITDA is materially (5%) below expectations of $76,000 based on provided financials, the Purchase Price shall be reduced on a dollar-for-dollar basis by the amount of such shortfall(s), prorated across the remaining payments. The parties shall cooperate in good faith to calculate such adjustments, with final determination by an independent accountant if disputed. Any adjustment shall be applied to reduce future payments.

The Company intends to retain the services of Donald Benson as a consultant (“Consultant”) for a period of four (4) years, the terms of which are as follows:

The Consultant shall provide public accounting services to the Company, including but not limited to tax preparation, financial reporting, bookkeeping, training of staff and Buyer to manage the company and detail training of the staff in being able to answer questions of clients, office management services, and proactively helping Buyer to introduce Family Office Services to clients (collectively, the “Services”). The Services shall exclude audit services.

The term of this Agreement shall commence on the Effective Date and continue for a period of four (4) years (the “Initial Term”), unless earlier terminated (as defined). Upon expiration of the Initial Term, this Agreement may be renewed for additional one (1) year periods upon mutual written agreement of the parties.

In consideration for the Services, the Company shall pay the Consultant an hourly fee depending upon the services provided.

Employees

As of the date of this filing, we have no full-time employees.

Where You Can Find our Reports

Any person or entity may read and copy our reports with the Commission at the Commission’s Public Reference Room at 100 F Street N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Room by calling the Commission toll free at 1-800-SEC-0330. The Commission also maintains an Internet site at http://www.sec.gov where reports, proxies and other disclosure statements on public companies may be viewed by the public.

Item 1A. Risk Factors

This item is not applicable because we are a “smaller reporting company” as defined in Exchange Act Rule 12b-2.

Item 1B. Unresolved Staff Comments

Not applicable.

Item 1C. Cybersecurity

Our board of directors and senior management recognize the critical importance of maintaining the trust and confidence of our clients, business partners and employees. Our management, led by our Chief Executive Officer, are actively involved in oversight of our risk management efforts, and cybersecurity represents an important component of the Company’s overall approach to enterprise risk management (“ERM”). Our cybersecurity processes and practices are fully integrated into the Company’s ERM efforts. In general, we seek to address cybersecurity risks through a cross-functional approach that is focused on preserving the confidentiality, security and availability of the information that we collect and store by identifying, preventing and mitigating cybersecurity threats and effectively responding to cybersecurity incidents when they occur.

Risk Management and Strategy

We have not engaged third-party service providers to conduct evaluations of our security controls, independent audits or consulting on best practices to address new challenges.

While we have not experienced any cybersecurity threats in the past in the normal course of business, in the future, we may not be successful in preventing or mitigating a cybersecurity incident that could have a material adverse effect on us.

Item 2. Properties

The Company has an office located at 6898 S. University Blvd., Suite 100, Centennial, Colorado 80122 with telephone number: (303) 874-7487. As of the date of this filing, the Company does not have any physical property other than its prototype medical device equipment.

Item 3. Legal Proceedings

From time to time, we may become party to litigation or other legal proceedings that we consider to be a part of the ordinary course of our business. We are not currently involved in legal proceedings that could reasonably be expected to have a material adverse effect on our business, prospects, financial condition or results of operations. We may become involved in material legal proceedings in the future. To the best our knowledge, none of our directors, officers or affiliates is involved in a legal proceeding adverse to our business or has a material interest adverse to our business.

Item 4. Mine Safety Disclosures

There is no information required to be disclosed by us under this Item.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

(a) Market Information

Our stock is quoted on the OTC markets under the symbol “FOFA.” We were listed on May 23, 2016. There are 30,452,004 shares outstanding as of April 15, 2026.

(b) Transfer Agent

The transfer agent and registrar for our common stock is Securities Stock Transfer Corporation located at 2901 N. Dallas Parkway, Suite 380, Plano, TX 75093 telephone number (469) 633-0088.

(b) Shareholders of Record

The number of beneficial holders of record of our common stock as of the close of business on December 31, 2025 was 159.

(c) Dividends

We do not expect to pay cash dividends in the next term. We intend to retain future earnings, if any, to provide funds for operation of our business. We currently have no restrictions affecting our ability to pay cash dividends.

(d) Equity Compensation Plans

None.

Recent Sales of Unregistered Securities

In November 2025, 500,000 common shares were sold to an accredited investor through a Regulation D offering at a price of $0.10 per common share totaling $50,000.

Item 6. Selected Financial Data

Because we are a smaller reporting company, this Item 6 is not applicable.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and related notes included elsewhere in this filing. This discussion and other parts of this filing contain forward-looking statements that involve risk and uncertainties, such as statements of our plans, objectives, expectations, intentions, and beliefs. Our actual results may differ materially from those discussed in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” and in other parts of this filing, and you should not place undue certain on these forward-looking statements, which apply only as of the date of this filing. See “Disclosure Regarding Forward-Looking Statements”.

We are an emerging growth company as defined in Section 2(a) (19) of the Securities Act. Pursuant to Section 107 of the Jumpstart Our Business Startups Act, we may take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards, meaning that we can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have chosen to take advantage of the extended transition period for complying with new or revised accounting standards applicable to public companies to delay adoption of such standards until such standards are made applicable to private companies. Accordingly, our consolidated financial statements may not be comparable to the financial statements of public companies that comply with such new or revised accounting standards.

OVERVIEW:

Financing Transactions

Short Term Note Payable

The Company borrows funds from the Company’s CEO for working capital purposes from time to time. The Company has recorded the principal balance due of $0 and $9,627 under short term note payable in the accompanying consolidated balance sheets at December 31, 2025 and 2024, respectively. The Company received no advances and had no repayments for the years ended December 31, 2025 and 2024, respectively. The advance from our CEO was not made pursuant to any loan agreements or promissory notes, are interest bearing at 10% per annum and due on demand. On July 31, 2025, the holder of the short-term note payable converted a total $11,205 (comprised of $9,627 of short-term note payable and $1,578 of accrued interest) in exchange for the issuance of 112,054 shares of Common Stock to the holders.

Common Stock

On July 31, 2025, the holder of the short-term note payable converted a total $11,205 (comprised of $9,627 of short-term note payable and $1,578 of accrued interest) in exchange for the issuance of 112,054 shares of Common Stock to the holders.

On January 15, 2025, the Company initiated a Regulation D offering to sell up to 6,000,000 common shares at a price of $0.10 per share. Holders of the common shares will have voting rights. As of December 31, 2025, a total of 9,650,000 common shares were sold to accredited investors at a price of $0.10 per common share totaling $965,000.

In January 2024, the Company issued 2,000,000 common shares to two (2) affiliates for aggregate gross proceeds of $100,000.

In January 2024, the Company issued a total of 10,000,000 common shares valued at $500,000 (based on the estimated fair value of the stock on the date of grant) to two affiliates in settlement of a dispute.

Warrants

On January 15, 2025, the Company granted a total of 3,000,000 warrants to purchase 3,000,000 shares of the Company’s common stock, with 1,500,000 warrants granted to Mr. Patrick Adams, the Company’s Acting CEO and 1,500,000 warrants granted to Mr. Ulderico Conte, Director of Acquisitions for consulting services, valued at $171,239 (based on the Binomial valuation model on the date of grant). Each of the option grants are exercisable for a period of five years at $0.10 per share in whole or in part and each vest 500,000 at date of grant, 500,000 in one year from the grant date, and the remaining 500,000 on the 2^nd anniversary from the grant date. During the years ended December 31, 2025 and 2024, the Company recognized $115,385 and $0 under stock-based compensation – related parties in the consolidated statements of operations.

On June 11, 2025, the Company granted a total of 1,500,000 warrants to purchase 1,500,000 shares of the Company’s common stock to third parties, valued at $99,476 (based on the Binomial valuation model on the date of grant). The option grants are exercisable for a period of five years at $0.10 per share in whole or in part and each vest 500,000 at date of grant, 500,000 in one year from the grant date, and the remaining 500,000 on the 2^nd anniversary from the grant date. During the years ended December 31, 2025 and 2024, the Company recognized $51,120 and $0 under warrants for services in the consolidated statements of operations.

On August 1, 2025, the Company granted a total of 250,000 warrants to purchase 250,000 shares of the Company’s common stock to third parties, valued at $16,579 (based on the Binomial valuation model on the date of grant). The option grants are exercisable for a period of five years at $0.10 per share in whole or in part and each vest 83,333 at date of grant, 83,333 in one year from the grant date, and the remaining 83,334 on the 2^nd anniversary from the grant date. During the years ended December 31, 2025 and 2024, the Company recognized $7,830 and $0 under warrants for services in the consolidated statements of operations.

On October 13, 2025, the Company granted a total of 1,250,000 warrants to purchase 1,250,000 shares of the Company’s common stock, with 350,000 warrants granted to Mr. Patrick Adams, the Company’s Acting CEO, 350,000 warrants granted to Mr. Ulderico Conte, Director of Acquisitions for consulting services, and 550,000 warrants granted to third parties, valued at $46,458 (based on the Binomial valuation model on the date of grant). Each of the option grants are exercisable for a period of five years at $0.10 per share in whole or in part and each vest 416,667 at date of grant, 416,667 in one year from the grant date, and the remaining 416,666 on the 2^nd anniversary from the grant date. During the years ended December 31, 2025 and 2024, the Company recognized $18,712 and $0 under stock-based compensation – related parties in the consolidated statements of operations.

On December 1, 2025, the Company granted a total of 300,000 warrants to purchase 300,000 shares of the Company’s common stock, with 150,000 warrants granted to Mr. Patrick Adams, the Company’s Acting CEO and 150,000 warrants granted to Mr. Ulderico Conte, Director of Acquisitions for consulting services, valued at $11,445 (based on the Binomial valuation model on the date of grant). Each of the option grants are exercisable for a period of five years at $0.10 per share in whole or in part and vest immediately. During the years ended December 31, 2025 and 2024, the Company recognized $11,445 and $0 under stock-based compensation – related parties in the consolidated statements of operations.

During the year ended December 31, 2025, the Company had 90,000 warrants expire unexercised upon reaching their contractual expiration dates. These warrants were originally issued to a consultant in 2022 with an exercise price of between $1.00 and $1.10 per share.

Limited Operating History; Need for Additional Capital

There is limited historical financial information about us on which to base an evaluation of our performance. We have not finalized development of our planned SOLACE device, nor have we generated any cash flow from operations. The Company’s cash position may not be sufficient to support the Company’s daily operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, and possible cost overruns due to increases in the cost of services. To become profitable and competitive, we must receive additional capital. We have no assurance that future financing will materialize. If that financing is not available, we may be unable to continue operations.

Overview of Presentation

The following Management’s Discussion and Analysis (“MD&A”) or Plan of Operations includes the following sections:

General and administrative expenses consist primarily of personnel costs and professional fees required to support our operations and growth.

Depending on the extent of our future growth, we may experience significant strain on our management, personnel, and information systems. We will need to implement and improve operational, financial, and management information systems. In addition, we are implementing new information systems that will provide better record-keeping. However, there can be no assurance that our management resources or information systems will be sufficient to manage any future growth in our business, and the failure to do so could have a material adverse effect on our business, results of operations and financial condition.

Results of Operations

Year Ended December 31, 2025 Compared to Year Ended December 31, 2024

The following discussion represents a comparison of our results of operations for the years ended December 31, 2025 and 2024. The results of operations for the periods shown in our audited consolidated financial statements are not necessarily indicative of operating results for the entire period. In the opinion of management, the audited consolidated financial statements recognize all adjustments of a normal recurring nature considered necessary to fairly state our financial position, results of operations and cash flows for the periods presented.

Revenues

For the years ended December 31, 2025 and 2024, we had revenues of $221,765 and $0, respectively, as a result of our acquisition of Toone.

Cost of Sales

For the years ended December 31, 2025 and 2024, we had no cost of sales.

Operating expenses

Operating expenses increased by $626,331, or 649.0%, to $722,844 for year ended December 31, 2025 from $96,513 for the year ended December 31, 2024 primarily due to increases in stock based compensation – related parties of $137,309, warrants issued for services of $67,183, professional fees of $100,505, compensation costs of $153,785, consulting fees of $43,900, rent costs of $28,654, amortization costs of $37,917, credit card fees of $16,534, marketing expenses of $1,990, and general and administration costs of $49,036, offset partially by decreases in travel costs of $2,479 and bad debt of $8,003, primarily as a result of our acquisition of Toone.

For the year ended December 31, 2025, we had marketing expenses of $1,990, warrants issued for services of $67,183, stock based compensation - related parties of $137,309, and general and administrative expenses of $516,362, primarily due to professional fees of $137,004, compensation costs of $153,785, consulting fees of $95,995, travel costs of $3,940, rent costs of $28,654, amortization costs of $37,917, credit card fees of $16,534, and general and administration costs of $50,536, offset partially by bad debt of $8,003, primarily as a result of our acquisition of Toone.

For the year ended December 31, 2024, we had general and administrative expenses of $96,513 primarily due to professional fees of $36,499, consulting fees of $52,095, travel costs of $6,419, and general and administration costs of $1,500 as a result of reorganizing our administrative infrastructure due to refocusing our personnel and marketing initiatives to generate anticipated sales growth.

Other (Income) Expense

Other income for the year ended December 31, 2025 of $8,331 is comprised of interest income of $14,009, offset partially by interest expense of $5,678. Other expense for the year ended December 31, 2024 of $3,971 is comprised of interest expense.

Net loss before income taxes

Net loss before income taxes for year ended December 31, 2025 totaled $492,748 primarily due to (increases/decreases) in professional fees, compensation costs, consulting fees, bad debt expense, banking fees, amortization expense, travel costs, and general and administration costs compared to a loss of $100,484 for year ended December 31, 2024 primarily due to (increases/decreases) in professional fees, consulting fees, travel costs, and general and administration costs.

Assets and Liabilities

Total assets were $1,543,042 as of December 31, 2025 compared to $20,581 as of December 31, 2024, or an increase of $1,522,461, which is primarily the result of an increase in cash, accounts receivable, intangible assets, and goodwill associated with our acquisition of Toone & Associates. Assets consisted primarily of cash of $155,798, accounts receivable of $74,764, other current assets of $39,797, and intangible assets of $1,272,683. Liabilities were $878,533 as of December 31, 2025. Liabilities consisted primarily of accounts payable and accrued expenses of $578,533 and a long term note of $300,000.

Liquidity and Capital Resources

Going Concern

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company had an accumulated deficit of $5,023,540 at December 31, 2025, had working capital deficit of $308,174 at December 31, 2025, had net losses of $492,748 and $100,484 for the years ended December 31, 2025 and 2024, respectively, and net cash used in operating activities of $262,188 and $89,370 for the years ended December 31, 2025 and 2024, respectively, with $221,765 of revenue earned since inception, and a lack of operational history. These matters raise substantial doubt about the Company’s ability to continue as a going concern.

While the Company is attempting to expand operations and increase revenues, the Company’s cash position may not be significant enough to support the Company’s daily operations. Management intends to raise additional funds by way of a public offering or an asset sale transaction. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While management believes in the viability of its strategy to generate revenues and in its ability to raise additional funds or transact an asset sale, there can be no assurances to that effect or on terms acceptable to the Company. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues.

The consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

General – Overall, we had an increase in cash flows for year ended December 31, 2025 of $142,212 resulting from cash provided by financing activities of $965,000, offset partially by cash used in operating activities of $262,188 and cash used in investing activities of $560,600.

The following is a summary of our cash flows provided by (used in) operating, investing, and financing activities during the periods indicated:

Year Ended December 31, 2025 Compared to Year Ended December 31, 2024

Cash Flows from Operating Activities – For the year ended December 31, 2025, net cash used in operations was $262,188 compared to net cash used in operations of $89,370 for the year ended December 31, 2024. Net cash used in operations was primarily due to a net loss of $492,748 for the year ended December 31, 2025 and the changes in operating assets and liabilities of $11,849, primarily due to accounts payable and accrued expenses of $95,189 and other current liabilities of $528, offset partially by accounts receivable of $74,764 and other current assets of $32,802. In addition, net cash used in operating activities includes adjustments to reconcile net profit from the amortization expense of $37,917, warrants issued for services of $67,183, and stock based compensation – related parties of $137,309.

For the year ended December 31, 2024, net cash used in operations of $89,370 was primarily due to a net loss of $100,484 for the year ended December 31, 2024 and the changes in operating assets and liabilities of $11,114, primarily due to accounts payable and accrued expenses of $17,059 and other current liabilities of $1,050, offset partially by other current assets of $6,995.

Cash Flows from Investing Activities – For the year ended December 31, 2025, net cash used in investing was $560,600 due to the acquisition of intangible assets. For the year ended December 31, 2024, net cash used in investing was none.

Cash Flows from Financing Activities – For years ended December 31, 2025, net cash provided by financing was $965,000 due to the issuance of common stock for cash. For year ended December 31, 2024, net cash provided by financing was $100,525 due to the issuance of common stock for cash of $100,000 and $525 advance from shareholder.

Financing – We expect that our current working capital position, together with our expected future cash flows from operations will be insufficient to fund our operations in the ordinary course of business, anticipated capital expenditures, debt payment requirements and other contractual obligations for at least the next twelve months. However, this belief is based upon many assumptions and is subject to numerous risks, and there can be no assurance that we will not require additional funding in the future.

We have no present agreements or commitments with respect to any material acquisitions of other businesses, products, product rights or technologies or any other material capital expenditures. However, we will continue to evaluate acquisitions of and/or investments in products, technologies, capital equipment or improvements or companies that complement our business and may make such acquisitions and/or investments in the future. Accordingly, we may need to obtain additional sources of capital in the future to finance any such acquisitions and/or investments. We may not be able to obtain such financing on commercially reasonable terms, if at all. Due to the ongoing global economic crisis, we believe it may be difficult to obtain additional financing if needed. Even if we are able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our shareholders, in the case of equity financing.

Regulation D

On January 15, 2025, the Company initiated a Regulation D offering to sell up to 6,000,000 common shares at a price of $0.10 per share. Holders of the common shares will have voting rights. As of April 15, 2025, a total of 9,650,000 common shares were sold to accredited investors at a price of $0.10 per common share totaling $965,000. In April 2026, a total of 150,000 common shares were sold to accredited investors at a price of $0.50 per common share totaling $75,000.

Common Stock

On July 31, 2025, the holder of the short-term note payable converted a total $11,205 (comprised of $9,627 of short-term note payable and $1,578 of accrued interest) in exchange for the issuance of 112,054 shares of Common Stock to the holder.

On January 15, 2025, the Company initiated a Regulation D offering to sell up to 6,000,000 common shares at a price of $0.10 per share. Holders of the common shares will have voting rights. As of December 31, 2025, a total of 9,650,000 common shares were sold to accredited investors at a price of $0.10 per common share totaling $965,000. In April 2026, a total of 150,000 common shares were sold to accredited investors at a price of $0.50 per common share totaling $75,000.

In January 2024, the Company issued 2,000,000 common shares to two (2) affiliates for aggregate gross proceeds of $100,000.

In January 2024, the Company issued a total of 10,000,000 common shares valued at $500,000 (based on the estimated fair value of the stock on the date of grant) to two affiliates in settlement of a dispute.

Warrants

On January 15, 2025, the Company granted a total of 3,000,000 warrants to purchase 3,000,000 shares of the Company’s common stock, with 1,500,000 warrants granted to Mr. Patrick Adams, the Company’s Acting CEO and 1,500,000 warrants granted to Mr. Ulderico Conte, Director of Acquisitions for consulting services, valued at $171,239 (based on the Binomial valuation model on the date of grant). Each of the option grants are exercisable for a period of five years at $0.10 per share in whole or in part and each vest 500,000 at date of grant, 500,000 in one year from the grant date, and the remaining 500,000 on the 2^nd anniversary from the grant date. During the years ended December 31, 2025 and 2024, the Company recognized $115,385 and $0 under stock-based compensation – related parties in the consolidated statements of operations.

On June 11, 2025, the Company granted a total of 1,500,000 warrants to purchase 1,500,000 shares of the Company’s common stock to third parties, valued at $99,476 (based on the Binomial valuation model on the date of grant). The option grants are exercisable for a period of five years at $0.10 per share in whole or in part and each vest 500,000 at date of grant, 500,000 in one year from the grant date, and the remaining 500,000 on the 2^nd anniversary from the grant date. During the years ended December 31, 2025 and 2024, the Company recognized $51,120 and $0 under warrants for services in the consolidated statements of operations.

On August 1, 2025, the Company granted a total of 250,000 warrants to purchase 250,000 shares of the Company’s common stock to third parties, valued at $16,579 (based on the Binomial valuation model on the date of grant). The option grants are exercisable for a period of five years at $0.10 per share in whole or in part and each vest 83,333 at date of grant, 83,333 in one year from the grant date, and the remaining 83,334 on the 2^nd anniversary from the grant date. During the years ended December 31, 2025 and 2024, the Company recognized $7,830 and $0 under warrants for services in the consolidated statements of operations.

On October 13, 2025, the Company granted a total of 1,250,000 warrants to purchase 1,250,000 shares of the Company’s common stock, with 350,000 warrants granted to Mr. Patrick Adams, the Company’s Acting CEO, 350,000 warrants granted to Mr. Ulderico Conte, Director of Acquisitions for consulting services, and 550,000 warrants granted to third parties, valued at $46,458 (based on the Binomial valuation model on the date of grant). Each of the option grants are exercisable for a period of five years at $0.10 per share in whole or in part and each vest 416,667 at date of grant, 416,667 in one year from the grant date, and the remaining 416,666 on the 2^nd anniversary from the grant date. During the years ended December 31, 2025 and 2024, the Company recognized $18,712 and $0 under stock-based compensation – related parties in the consolidated statements of operations.

On December 1, 2025, the Company granted a total of 300,000 warrants to purchase 300,000 shares of the Company’s common stock, with 150,000 warrants granted to Mr. Patrick Adams, the Company’s Acting CEO and 150,000 warrants granted to Mr. Ulderico Conte, Director of Acquisitions for consulting services, valued at $11,445 (based on the Binomial valuation model on the date of grant). Each of the option grants are exercisable for a period of five years at $0.10 per share in whole or in part and vest immediately. During the years ended December 31, 2025 and 2024, the Company recognized $11,445 and $0 under stock-based compensation – related parties in the consolidated statements of operations.

During the year ended December 31, 2025, the Company had 90,000 warrants expire unexercised upon reaching their contractual expiration dates. These warrants were originally issued to a consultant in 2022 with an exercise price of between $1.00 and $1.10 per share.

Capital Expenditures

Other Capital Expenditures

We expect to purchase approximately $30,000 of equipment in connection with the expansion of our business during the next twelve months.

Fiscal year end

Our fiscal year end is December 31.

Critical Accounting Policies

The SEC has defined a company’s critical accounting policies as the ones that are most important to the portrayal of the Company’s financial condition and results of operations and which require the Company to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, we have identified the critical accounting policies and judgments addressed below.

The following are deemed to be the most critical accounting policies affecting the Company.

Use of Estimates

The preparation of these financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements and the reported amounts of net sales and expenses during the reported periods. Actual results may differ from those estimates and such differences may be material to the financial statements. The more significant estimates and assumptions by management include among others: allocation of payroll expense to research and development and warrant valuation. The Company calculates the fair value of warrants using the Binomial valuation option-pricing method. The Binomial valuation option-pricing method requires the use of subjective assumptions, including stock price volatility, the expected life of stock options, risk free interest rate and the fair value of the underlying common stock on the date of grant. The current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions.

Recent Accounting Pronouncements

Refer to Note 3 in the accompanying notes to the consolidated financial statements.

Contractual Obligations and Off-Balance Sheet Arrangements

Refer to Note 10 in the accompanying notes to the consolidated financial statements for future contractual obligations and commitments. Future contractual obligations and commitments are based on the terms of the relevant agreements and appropriate classification of items under U.S. GAAP as currently in effect. Future events could cause actual payments to differ from these amounts.

We incur contractual obligations and financial commitments in the normal course of our operations and financing activities. Contractual obligations include future cash payments required under existing contracts, such as debt and lease agreements. These obligations may result from both general financing activities and from commercial arrangements that are directly supported by related operating activities. Details on these obligations are set forth below.

Off-Balance Sheet Arrangements

As of December 31, 2025, we have not entered into any transaction, agreement or other contractual arrangement with an entity unconsolidated under which it has:

Inflation

We do not believe that inflation has had a material effect on our results of operations.

Item 7A. Quantitative and Qualitative Disclosure About Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Item 8. Financial Statements and Supplementary Data

The financial statements and supplementary financial information which are required to be filed under this item are presented under Item 15. Exhibits, Financial Statement Schedules and Reports on Form 10-K in this document, and are incorporated herein by reference.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure Controls and Procedures. We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended (the Exchange Act), is recorded, processed, summarized, and reported accurately, in accordance with U.S. Generally Accepted Accounting Principles and within the required time periods, and that such information is accumulated and communicated to our management, including our Chief Executive Officer, who is also our acting Chief Financial Officer, as appropriate, to allow for timely decisions regarding disclosure. As of the end of the period covered by this report (December 31, 2025), we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer, and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)). Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that as of the end of the period covered by this Annual Report on Form 10-K our disclosure controls and procedures were not effective to enable us to accurately record, process, summarize and report certain information required to be included in the Company’s periodic SEC filings within the required time periods, and to accumulate and communicate to our management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Changes in Internal Controls

There have been no changes in our internal controls over financial reporting during the quarter ended December 31, 2025 that have materially affected or are reasonably likely to materially affect our internal controls.

Item 9B. Other Information

There have been no events required to be reported under this Item.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

The following table sets forth the names, ages, and biographical information of each of our current directors and executive officers and the positions with the Company held by each person. Our executive officers are elected annually by the board of directors. The directors serve one-year terms until their successors are elected. The executive officers serve terms of one year or until their death, resignation or removal by the board of directors. Unless described below, there are no family relationships among any of the directors and officers.

Patrick Adams – Mr. Adams is the Acting CEO and Chairman of the Board for Family Office. Mr. Adams has been an executive in the financial services industry for over 40 years. Since 2008, Mr. Adams has been the CEO of PVG Asset Management Corporation.

The Company believes that Mr. Adams is qualified to serve as a director due to his experience in the capital markets and/or the medical field and his general business experience and knowledge.

Ulderico Conte – Mr. Conte has been in the financial services sector for over 30 years and most recently, since 2017 he is the owner and CEO of CM Capital Partners, a wealth management firm. He was head of Capital markets for Aeon Capital Inc from 2018 until 2022, and then Managing Director of Investment Banking for CIM Securities LLC since September of 2022.

Board Composition

Our By-Laws provide that the Board of Directors shall consist of not less than one nor more than fifteen directors. Each director of the Company serves until his successor is elected and qualified, subject to removal by the Company’s majority shareholders. Each officer shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined by the Board of Directors, and shall hold his office until his successor is elected and qualified, or until his earlier resignation or removal. Presently, Board members receive 25,000 restricted common shares for their service and serve for a period of one year whereby through the annual meeting new directors may be elected. The role of the board is to advise on both financial and product matters. Additionally, the board must approve major decisions involving new products, potential acquisitions or funding matters.

No Committees of the Board of Directors; No Financial Expert

We do not presently have a separately constituted audit committee, compensation committee, nominating committee, executive committee or any other committees of our Board of Directors, nor do we have (i) any directors that would qualify as independent under relevant SEC or securities exchange rules, (ii) an audit committee, or (iii) a financial expert. Management has determined not to establish an audit committee at present because our limited resources and limited operating activities do not warrant the formation of an audit committee or the expense of doing so. As such, our entire Board of Directors acts as our audit committee. We do not have a financial expert serving on the Board of Directors or employed as an officer based on management’s belief that the cost of obtaining the services of a person who meets the criteria for a financial expert under Section 407 of the Sarbanes-Oxley Act of 2002 and Item 407(d) of Regulation S-K is beyond our limited financial resources and the financial skills of such an expert are not required or necessary for us to maintain effective internal controls and procedures for financial reporting in light of the limited scope and simplicity of accounting issues raised in our consolidated financial statements at this stage of our development.

Auditor

Our independent registered public accounting firm is:

Victor Mokuolu CPA PLLC

8990 Kirby Drive, Suite 220

Houston, TX 77054

Phone: (713) 588-6622

Code of Ethics

The Company currently does not have a Code of Ethics.

Potential Conflicts of Interest

Since we do not have an audit or compensation committee comprised of independent directors, the functions that would have been performed by such committees are performed by our directors. Thus, there is a potential conflict of interest in that our directors and officers have the authority to determine issues concerning management compensation and audit issues that may affect management decisions. We are not aware of any other conflicts of interest with any of our executives or directors.

Director Independence

Our board of directors has undertaken a review of the independence of each director and considered whether any director has a material relationship with us that could compromise his ability to exercise independent judgment in carrying out his responsibilities. As a result of this review, our board of directors determined that our directors do not meet independence requirements, according to the applicable rules and regulations of the SEC.

Involvement in Legal Proceedings

From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. Other than disclosed herein, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of our operations.

Item 11. Executive Compensation

The following is a discussion and analysis of compensation arrangements of our named executive officers, or NEOs. This discussion contains forward looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. Actual compensation programs that we adopt may differ materially from currently planned programs as summarized in this discussion. As an “emerging growth company” as defined in the JOBS Act, we are not required to include a Compensation Discussion and Analysis section and have elected to comply with the scaled disclosure requirements applicable to emerging growth companies.

Summary Compensation Table

The particulars of the compensation paid to the following persons: (1) our principal executive officer; and (2) each of our two most highly compensated executive officers who were serving as executive officers at the end of the fiscal year ended December 31, 2025, who we will collectively refer to as the “named executive officers” of the Company, are set out in the following summary compensation table:

Summary Compensation Table

Long-Term Incentive Plans. The Company does not provide its officers or employees with pension, stock appreciation rights, long-term incentive or other plans, nor does it provide non-qualified deferred compensation to its officers or employees, and therefore, the Summary Compensation Table above does not include columns for nonequity incentive plan compensation and nonqualified deferred compensation earnings, since there were none.

Employee Pension, Profit Sharing or other Retirement Plans. The Company does not have a defined benefit, pension plan, profit sharing or other retirement plan, although it may adopt one or more of such plans in the future.

Compensation Committee Interlocks and Insider Participation. During the year ended December 31, 2024, none of the Company’s officers was also a member of the compensation committee or a director of another entity, which other entity had one of its executive officers serving as one of the Company’s directors.

Outstanding Equity Awards

Our directors and officers do not have any unexercised options, stock that has not vested, or equity incentive plan awards.

Compensation of Directors

Director Compensation Table

Indebtedness of Directors, Senior Officers, Executive Officers and Other Management

None of our directors or executive officers or any associate or affiliate of the Company during the last two fiscal years, is or has been indebted to the Company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.

Outstanding Equity Awards at Fiscal Year-End Table

The following table sets forth certain information concerning outstanding stock awards held by the Named Executive Officers for our year ended December 31, 2025:

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table lists, as of February 28, 2026, the number of shares of voting capital stock of our Company that are beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding class of stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using beneficial ownership concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.

The percentages below are calculated based on 30,452,004 shares of our common stock issued and outstanding as of April 15, 2025. Unless otherwise indicated, the address of each person listed below is in care of Family Office of America, Inc., 6898 S. University Blvd., Suite 100, Centennial, Colorado 80122.

⁽¹⁾ Ms. Sharon Adams is deemed to be the beneficial owner of 9,132,689 shares held in the name of Echo Resources LLP. Ms. Adams is the mother of Austin Adams, the former sole officer and director of Family Office of America, Inc.

⁽²⁾ Mr. Patrick Adams is deemed to be the beneficial owner of 1,750,000 shares held in the name of PVG Asset Management Corp. Mr. Adams is the Company’s CEO and director of Family Office of America, Inc. Mr. Adams also has 112,054 shares of the Company’s common stock and 1,500,000 warrants to purchase common stock exercisable at $0.10 per share for five years and vest 500,000 at date of grant, 500,000 in one year from the grant date, and the remaining 500,000 on the 2^nd anniversary from the grant date.

Equity Compensation Plans

The following represents a summary of the Equity Compensation grants and options awards outstanding at December 31, 2025 and 2024 and changes during the years then ended:

Item 13. Certain Relationships and Related Transactions, and Director Independence

Other than compensation arrangements, we describe below transactions and series of similar transactions, since January 1, 2020 (i.e., the last two completed fiscal years), to which we were a party or will be a party, in which the amounts involved exceeded or will exceed the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years; and any of our directors, executive officers, or holders of more than 5% of our capital stock, or any member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest. Compensation arrangements, including employment agreements, for our directors and named executive officers are described elsewhere in “Executive Compensation - Agreements with Executive Officers.” Neither of our directors is independent.

Indemnification Agreements

We have entered or intend to enter into indemnification agreements with each of our directors and executive officers. These agreements, among other things, will require us to indemnify each individual to the fullest extent permitted by Delaware law, including indemnification of expenses such as attorneys’ fees, judgments, fines and settlement amounts incurred by the individual in any action or proceeding, including any action or proceeding by or in right of us, arising out of the person’s services as a director, officer or other employee.

Policies and Procedures for Related Party Transactions

Given our small size and limited financial resources, we have not adopted formal policies and procedures for the review, approval or ratification of transactions with our executive officer(s), director(s) and significant shareholders. We rely on our board to review related party transactions on an ongoing basis to prevent conflicts of interest. Our board reviews a transaction in light of the affiliations of the director, officer or employee and the affiliations of such person’s immediate family. Transactions are presented to our board for approval before they are entered into or, if this is not possible, for ratification after the transaction has occurred. If our board finds that a conflict of interest exists, then it will determine the appropriate remedial action, if any. Our board approves or ratifies a transaction if it determines that the transaction is consistent with the best interests of the Company. We intend to establish formal policies and procedures in the future, once we have sufficient resources and have appointed additional directors, so that such transactions will be subject to the review, approval or ratification of our board of directors, or an appropriate committee thereof.

Item 14. Principal Accounting Fees and Services

The aggregate fees billed for the most recently completed fiscal period for the audit of our annual consolidated financial statements and services normally provided by the independent registered public accounting firm for this fiscal period were as follows:

In the above table, “audit fees” are fees billed by our external auditor for services provided in auditing our annual consolidated financial statements for the subject year. All of the services described above were approved in advance by the Board of Directors or the Company’s Audit Committee.

PART IV

Item 15. Exhibits, Financial Statement Schedules.

All schedules are omitted for the reason that the information is included in the consolidated financial statements or the notes thereto or that they are not required or are not applicable.

Exhibits.

31. Certification of CEO and CFO.

32. Certification pursuant to 18 U.S.C. Section 1350 of CEO and CFO

101. INS Inline XBRL Instance Document

101. SCH Inline XBRL Taxonomy Extension Schema Document

101. CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document

101. DEF Inline XBRL Taxonomy Extension Definition Linkbase Document

101. LAB Inline XBRL Taxonomy Extension Label Linkbase Document

101. PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

FAMILY OFFICE OF AMERICA, INC.

Index to Financial Statements

CONTENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

Family Office of America, Inc. (formerly known as Qualis Innovations, Inc.)

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Family Office of America, Inc. (formerly known as Qualis Innovations, Inc.) (“the Company”) as of December 31, 2025, and December 31, 2024, and the related consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows for the two years then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and December 31, 2024, and the results of its operations and its cash flows for the two years ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt about the Company’s ability to continue as a Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses, had a working capital deficit of $308,174 as of December 31, 2025, and had accumulated deficit of $5,023,540 and $4,530,792 as of December 31, 2025 and December 31, 2024 respectively. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

  Victor Mokuolu, CPA PLLC

We have served as the Company’s auditor since 2023.

Houston, Texas  

April 16, 2026

PCAOB ID: 6771  

FAMILY OFFICE OF AMERICA, INC.

CONSOLIDATED BALANCE SHEETS

See accompanying notes to consolidated financial statements.

FAMILY OFFICE OF AMERICA, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

See accompanying notes to consolidated financial statements.

FAMILY OFFICE OF AMERICA, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

See accompanying notes to consolidated financial statements

FAMILY OFFICE OF AMERICA, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

See accompanying notes to consolidated financial statements

FAMILY OFFICE OF AMERICA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024