UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2026

☐ 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)

Nevada

84-2488498

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

6898 S. University Blvd., Suite 100, Centennial, CO		80122
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number (484) 483-2134

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

Common Stock, $0.001 Par Value

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.

Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☒

		Emerging Growth Company	☒

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of May 15, 2026, there were 30,352,004 shares of common stock outstanding.

FAMILY OFFICE OF AMERICA, INC

TABLE OF CONTENTS

	Page(s)
PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

Unaudited Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025	4

Unaudited Condensed Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025	5

Unaudited Condensed Consolidated Statements of Changes in Stockholders’ (Deficit) Equity for the three months ended March 31, 2026 and 2025	6

Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025	7

Notes to the Unaudited Condensed Consolidated Financial Statements	8

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	24

Item 3. Quantitative and Qualitative Disclosures About Market Risk	35

Item 4. Controls and Procedures	35

PART II – OTHER INFORMATION

Item 1. Legal Proceedings	36

Item 1A. Risk Factors	36

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	36

Item 3. Defaults Upon Senior Securities	36

Item 4. Mine Safety Disclosures	36

Item 5. Other Information	36

Item 6. Exhibits	36

Signatures	37

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:

	●	“Family Office” refers to Family Office of America, Inc., formerly known as Qualis Innovations, Inc., a Nevada corporation;
	●	“Commission” refers to the Securities and Exchange Commission;
	●	“Exchange Act” refers to the Securities Exchange Act of 1934, as amended; and
	●	“Securities Act” refers to the Securities Act of 1933, as amended.

FAMILY OFFICE OF AMERICA, INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31,			December 31,
	2026			2025

ASSETS
Current assets:
Cash	$	343,220		$	155,798
Accounts receivable		267,666			74,764
Other current assets		57,693			39,797
Total current assets		668,579			270,359

Intangible assets, net		583,167			437,083
Goodwill		999,170			835,600
Other assets		10,127			-
Total assets	$	2,261,043		$	1,543,042

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	54,823		$	74,533
Accounts payable – related parties		160,404			54,000
Accrued expenses – related parties		557,535			450,000
Income taxes payable		13,685			-
Other current liabilities		735			-
Total current liabilities		787,182			578,533

Long-term liabilities:
Long term note – related parties		507,750			300,000
Total long-term liabilities		507,750			300,000
Total liabilities		1,294,932			878,533

Stockholders’ equity
Preferred stock, $0.001 par value, 25,000,000 shares authorized, no shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively		-			-
Common stock, $0.001 par value, 750,000,000 shares authorized; 30,302,004 and 30,202,004 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively		30,302			30,202
Additional paid-in-capital		5,695,560			5,657,847
Accumulated deficit		(4,759,751	)		(5,023,540	)
Total stockholders’ equity		966,111			664,509
Total liabilities and stockholders’ equity	$	2,261,043		$	1,543,042

See accompanying notes to unaudited condensed consolidated financial statements.

FAMILY OFFICE OF AMERICA, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	2026			2025
	For the Three Months Ended March 31,
	2026			2025

Net revenue	$	783,126		$	-

Gross Profit	$	783,126			-

Operating expenses:
Marketing expenses		2,793			-
Warrants issued for services		11,374			-
Stock based compensation – related parties		16,439			72,575
General and administrative		477,648			30,746
Total operating expenses		508,254			103,321
Profit (loss) from operations		274,872			(103,321	)

Other (income) expense:
Interest expense		1,259			-
Interest income		(3,861	)		-
Total other (income) expense		(2,602	)		-

Profit (loss) before income taxes		277,474			(103,321	)
Income taxes		68,425			-
Use of valuation allowance		(54,740	)		-
Income taxes, net of valuation allowance		13,685			-

Net profit (loss)	$	263,789		$	(103,321	)

Net profit (loss) per share:
Basic	$	0.01		$	(0.00	)
Diluted	$	0.01		$	(0.00	)

Weighted average number of shares outstanding
Basic		30,247,059			22,593,796
Diluted		38,167,059			22,593,796

See accompanying notes to unaudited condensed consolidated financial statements.

FAMILY OFFICE OF AMERICA, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY

	Shares		Amount		Capital		Deficit			(Deficit)
	Common Stock				Additional Paid in		Accumulated			Total Stockholders’ Equity
	Shares		Amount		Capital		Deficit			(Deficit)
Balance as of January 1, 2025		20,439,950	$	20,440	$	4,486,912	$	(4,530,792	)	$	(23,440	)
Issuance of common stock for cash		5,750,000		5,750		569,250		-			575,000
Warrants issued for compensation - related parties		-		-		72,575		-			72,575
Net loss		-		-		-		(103,321	)		(103,321	)
Balance as of March 31, 2025		26,189,950	$	26,190	$	5,128,737	$	(4,634,113	)	$	520,814

Balance as of January 1, 2026		30,202,004	$	30,202	$	5,657,847	$	(5,023,540	)	$	664,509
Issuance of common stock in acquisition		100,000		100		9,900		-			10,000
Warrants issued for services		-		-		11,374		-			11,374
Stock based compensation - related parties		-		-		16,439		-			16,439
Net profit		-		-		-		263,789			263,789
Net profit (loss)		-		-		-		263,789			263,789
Balance as of March 31, 2026		30,302,004	$	30,302	$	5,695,560	$	(4,759,751	)	$	966,111

See accompanying notes to unaudited condensed consolidated financial statements

FAMILY OFFICE OF AMERICA, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	2026			2025
	For the Three Months Ended March 31,
	2026			2025

Cash flows from operating activities:
Net profit (loss)	$	263,789		$	(103,321	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization expense		53,916			-
Warrants issued for services		11,374			-
Stock based compensation - related parties		16,439			72,575
Changes in operating assets and liabilities:
Accounts receivable		(192,902	)		-
Other current assets		(17,896	)		1,749
Other assets		(10,127	)		-
Accounts payable and accrued expenses		(73,710	)		5,409
Accounts payable – related parties		160,404			-
Income taxes payable		13,685			-
Other current liabilities		735			224
Net cash provided by (used in) operating activities		225,707			(23,364	)

Cash flows from investing activities:
Acquisition of business		(38,285	)		-
Net cash used in investing activities		(38,285	)		-

Cash flows from financing activities:
Issuance of common stock for cash		-			575,000
Net cash provided by financing activities		-			575,000

Net increase in cash		187,422			551,636

Cash at beginning of period		155,798			13,586
Cash at end of period	$	343,220		$	565,222

Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest	$	-		$	-
Income taxes	$	-		$	-

Non-cash investing and financing activities:
Acquisition of business	$	325,285		$	-

See accompanying notes to unaudited condensed consolidated financial statements

FAMILY OFFICE OF AMERICA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

NOTE 1 – ORGANIZATION AND PRINCIPAL ACTIVITIES

Corporate History and Background

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. (“Hoopsoft”), Yellowcake Mining, Inc. (“Yellowcake”), and Sky Digital Holding Corp. (“SKYC”) was incorporated in the State of Nevada on March 23, 2006 under the name Hoopsoft. On January 12, 2007, the Company entered into an agreement and plan of merger (“Agreement and Plan of Merger”) with Yellowcake, a Nevada corporation and wholly-owned subsidiary of Hoopsoft Development Corp., incorporated for the sole purpose of effecting the merger. Pursuant to the terms of the Agreement and Plan of Merger, Yellowcake merged with and into Hoopsoft, with Hoopsoft carrying on as the surviving corporation under the name “Yellowcake Mining, Inc.”

On April 6, 2011, Yellowcake restated its articles of incorporation and changed its name to SKYC. On May 5, 2011, the Company entered into a Share Exchange Agreement (“Exchange Agreement”) by and among SKYC and Hong Kong First Digital Holding Ltd. (“First Digital”), and the shareholders of First Digital (the “FDH Shareholders”). The closing of the transaction (the “Closing”) took place on May 5, 2011 (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 FDH from the FDH Shareholders; and FDH Shareholders transferred and contributed all of their Shares to us. In exchange, the Company issued to the FDH Shareholders, their designees or assigns, an aggregate of 23,716,035 shares (the “Shares Component”) or 97.56% of the shares of common stock of the Company issued and outstanding after the Closing (the “Share Exchange”), at $0.20 per share.

Mr. Lin Xiangfeng planned, organized and executed the Share Exchange. Prior to the Share Exchange, Mr. Lin Xiangfeng was the largest shareholder and sole officer of FDH. He was also the CEO of SKYC but did not own any shares of the Company. The parties involved in the Share Exchange Agreement are SKYC, FDH and all FDH Shareholders. Mr. Lin Jinshui, an FDH Shareholder, is the father of Mr. Lin Xiangfeng and Mr. Lin Xiuzi, an FDH Shareholder, is the brother of Mr. Lin Xiangfeng. Other than Mr. Lin Xiangfeng, no third party played a substantial role in the agreement.

FDH owned (i) 100% of the issued and outstanding capital stock of Shenzhen Dong Sen Mobile Communication Technology Co., Ltd (also known and doing business as Shenzhen Donxon Mobile Communication Technology Co., Ltd, “Donxon”), a company organized under the laws of the People’s Republic of China (“China” or the “PRC”); and (ii) 100% of the issued and outstanding capital stock of Shenzhen Xing Tian Kong Digital Company Limited (“XTK”), a PRC company. XTK was the holder of 100% of the issued and outstanding capital stock of Shenzhen Da Sheng Communication Technology Company Limited (also known and do business as Shenzhen Dasen Communication Technology Company Limited, “Dasen”), a PRC company. Dasen is the holder of 70% of the issued and outstanding capital stock of Foshan Da Sheng Communication Chain Service Company Limited (also known and do business as Foshan Dasen Communication Chain Service Co. Ltd, “FDSC”), a PRC company. Pursuant to the Exchange Agreement, FDH became a wholly-owned subsidiary of the Company, and the Company owned 100% of Donxon, 100% of XKT, 100% of Dasen and 70% of FDSC indirectly through FDH.

On February 13, 2018, a change of control occurred, and new officers and directors of the Company were appointed. The name change of ‘Sky Digital Stores Corp.’ (SKYC) to Family Office of America, Inc. and the 1 – 1,000 reverse split was announced on FINRA’s Daily List. Echo Resources LLLP took over control of Family Office owning 232,689 of the 396,650 common shares outstanding. Since that event Family Office did not have any business operations or any assets or liabilities.

In July 2019, John Ballard and Charles Achoa, formed a new company 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 the Company changed its name to mPathix Health Inc. John Ballard is the Company’s previous Chief Financial Officer and Charles Achoa does not participate in any management or board position.

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 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 have been consolidated with the assets, liabilities and results of operations of mPathix after consummation of the acquisition.

Family Office of Maryland, LLC

Family Office of Maryland, LLC (“FO Maryland”), a Colorado limited liability company was organized 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.

Asset Purchase Agreement with Toone & Associates

On October 1, 2025, FO Maryland entered into an Asset Purchase Agreement (“Agreement”) with Toone & Associates, LLP, a Maryland limited liability partnership (“Seller” or “Toone”), 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:

	1.	all client lists, contracts, and relationships related to accounting services;
	2.	all tangible personal property with the clients relationships, equipment, furniture, fixtures, and supplies used in the accounting services;
	3.	all intellectual property, including trademarks, copyrights, software, and know-how related to accounting services;
	4.	all accounts receivable arising from accounting services;
	5.	all goodwill associated with the accounting services; and
	6.	all books, records, and files related thereto; but expressly excluding the excluded assets:

	(a)	only assets directly related to the litigation services portion of the Business;
	(b)	cash and cash equivalents;
	(c)	corporate records not related to the Acquired Assets;
	(d)	tax refunds; and
	(e)	any other assets not expressly included in the Acquired Assets

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

	1.	obligations under client contracts related to accounting services that arise after the Closing Date; and
	2.	accounts payable related to the acquired assets accruing after the Closing Date.
	3.	The Buyer shall not assume any excluded liabilities (as defined).

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:

	1.	Seven Hundred Fifty Thousand Dollars ($750,000) at Closing;
	2.	Four Hundred Fifty Thousand Dollars ($450,000) on October 1, 2026; and
	3.	Three Hundred Thousand Dollars ($300,000) on May 1, 2027.

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 ($363,570) (the “Purchase Price”), payable as follows:

	1.	Thirty-Eight Thousand Two Hundred Eighty-Five Dollars ($38,285) at Closing;
	2.	Thirty-Eight Thousand Two Hundred Eighty-Five Dollars ($38,285) at 60-day anniversary of Closing;
	3.	100,000 shares of Common Stock of the Company on the 60-day anniversary of Closing:
	4.	Sixty-Nine Thousand Two Hundred Fifty Dollars ($69,250) on the first anniversary of Closing Date;
	5.	Sixty-Nine Thousand Two Hundred Fifty Dollars ($69,250) on the second anniversary of Closing Date;
	6.	Sixty-Nine Thousand Two Hundred Fifty Dollars ($69,250) on the third anniversary of Closing Date;
	7.	Sixty-Nine Thousand Two Hundred Fifty Dollars ($69,250) on the fourth anniversary of Closing Date;

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 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.

NOTE 2 – BASIS OF PRESENTATION

The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and stated in U.S. dollars. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”).

The Company currently operates in one business segment. The Company is not organized by market and is managed and operated as one business. A single management team reports to the chief operating decision maker, the Chief Executive Officer, who comprehensively manages the entire business. The Company does not currently operate any separate lines of businesses or separate business entities.

Going Concern

The accompanying condensed 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 $4,759,751 at March 31, 2026, had a working capital deficit of $118,603 and $308,174 at March 31, 2026 and December 31, 2025, respectively, had a net profit of $263,789 and a net loss $103,321 for the three months ended March 31, 2026 and 2025, respectively, and net cash provided by operating activities of $225,707 and net cash used in operating activities of $23,364 for the three months ended March 31, 2026 and 2025, respectively, with limited 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 generate 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 private offering. 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 condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s condensed consolidated financial statements. The condensed consolidated financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to GAAP and have been consistently applied in the preparation of the condensed consolidated financial statements.

Use of Estimates

The preparation of these condensed consolidated 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 condensed consolidated 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 condensed consolidated financial statements. The more significant estimates and assumptions by management include among others: common stock valuation, amortization of intangible assets, depreciation of property and equipment, the recoverability of intangibles. The current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions.

Revenue

In accordance with ASC 606, Revenue from Contracts with Customers, the Company recognizes revenue when we satisfy a performance obligation by transferring control of the promised services to a customer in an amount that reflects the consideration that we expect to receive in exchange for those services. At contract inception, the Company assesses the services promised in our contracts with customers and identifies a performance obligation for each promise to transfer to the customer a service (or bundle of services) that is distinct. To identify the performance obligations, the Company considers all of the services promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices. The Company allocates a transaction price to respective performance obligations. The Company provides accounting and tax services and recorded at gross when the services have been performed.

Cash

The Company’s cash is held in bank accounts in the United States and is insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. The Company has not experienced any cash losses.

Related Parties

The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions. Related parties are any entities or individuals that, through employment, ownership or other means, possess the ability to direct or cause the direction of the management and policies of the Company.

Income Taxes

Income taxes are accounted for under an asset and liability approach. This process involves calculating the temporary and permanent differences between the carrying amounts of the assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The temporary differences result in deferred tax assets and liabilities, which would be recorded on the Balance Sheets in accordance with ASC 740, which established financial accounting and reporting standards for the effect of income taxes. The likelihood that its deferred tax assets will be recovered from future taxable income must be assessed and, to the extent that recovery is not likely, a valuation allowance is established. Changes in the valuation allowance in a period are recorded through the income tax provision in the condensed consolidated Statements of Operations.

ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in an entity’s condensed consolidated financial statements and prescribes a recognition threshold and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on a tax return. Under ASC 740-10, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Additionally, ASC 740-10 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company does not have a liability for unrecognized income tax benefits.

Advertising and Marketing Costs

Advertising and marketing expenses are recorded as marketing expenses when they are incurred. The Company had advertising and marketing expense of $2,793 and $0 for the three months ended March 31, 2026 and 2025, respectively.

Research and Development

All research and development costs are expensed as incurred. Research and development expenses comprise costs incurred in performing research and development activities, including clinical trial costs, manufacturing costs for both clinical and pre-clinical materials as well as other contracted services, license fees, and other external costs. Nonrefundable advance payments for goods and services that will be used in future research and development activities are expensed when the activity is performed or when the goods have been received, rather than when payment is made, in accordance with ASC 730, Research and Development.

General and Administrative Expenses

General and administrative expenses consisted of professional service fees, and other general and administrative overhead costs. Expenses are recognized when incurred.

Property and Equipment

Property and equipment are carried at cost and are depreciated on a straight-line basis over the estimated useful lives of the assets, generally five years. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. Fixed assets are examined for the possibility of decreases in value when events or changes in circumstances reflect the fact that their recorded value may not be recoverable.

Impairment of Long-lived Assets

The Company periodically evaluates whether the carrying value of property, equipment and intangible assets has been impaired when circumstances indicate the carrying value of those assets may not be recoverable. The carrying amount is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If the carrying value is not recoverable, the impairment loss is measured as the excess of the asset’s carrying value over its fair value.

The Company’s impairment analyses require management to apply judgment in estimating future cash flows as well as asset fair values, including forecasting useful lives of the assets, assessing the probability of different outcomes, and selecting the discount rate that reflects the risk inherent in future cash flows. If the carrying value is not recoverable, we assess the fair value of long-lived assets using commonly accepted techniques, and may use more than one method, including, but not limited to, recent third-party comparable sales and discounted cash flow models. If actual results are not consistent with the Company’s assumptions and estimates, or the assumptions and estimates change due to new information, the Company may be exposed to an impairment charge in the future.

Fair Value of Financial Instruments

The provisions of accounting guidance, FASB Topic ASC 825 requires all entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value, and defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. As of March 31, 2026, there were no financial instruments requiring fair value.

Fair Value Measurements

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, as follows:

	●	Level 1 – Quoted prices in active markets for identical assets or liabilities.

	●	Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

	●	Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the measurement of the fair value of the assets or liabilities

The carrying value of financial assets and liabilities recorded at fair value are measured on a recurring or nonrecurring basis. Financial assets and liabilities measured on a non-recurring basis are those that are adjusted to fair value when a significant event occurs. There were no financial assets or liabilities carried and measured on a nonrecurring basis during the reporting periods. Financial assets and liabilities measured on a recurring basis are those that are adjusted to fair value each time a financial statement is prepared. There have been no transfers between levels.

Segment Reporting

In accordance with ASC 280, “Segment Reporting”, the Company’s chief operating decision maker has been identified as the Chief Executive Officer, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similarities in economic characteristics such as nature of services; and procurement processes.

Basic and diluted earnings per share

The computation of net profit (loss) per share included in the Statements of Operations, represents the net profit (loss) per share that would have been reported had the Company been subject to ASC 260, “Earnings Per Share as a corporation for all periods presented.

Diluted earnings (loss) per share are computed on the basis of the weighted average number of common shares (including common stock subject to redemption) plus dilutive potential common shares outstanding for the reporting period. In periods where losses are reported, the weighted-average number of common stock outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive.

Potentially dilutive securities were excluded from the calculation of diluted net loss per share because the effects were anti-dilutive based on the application of the treasury stock method and because the Company incurred net losses during the period.

There were 7,920,000 and 4,680,000 dilutive securities outstanding for the three months ended March 31, 2026 and 2025, respectively. The potential dilutive securities outstanding for the three months ended March 31, 2025 have not been considered as the inclusion would be anti-dilutive.

Stock Based Compensation

In accordance with ASC No. 718, Compensation – Stock Compensation (“ASC 718”), stock-based compensation issued to employees, consultants, and members of our board of directors is measured at the date of grant based on the estimated fair value of the award (market prices or price of recently sold securities), net of estimated forfeitures. The grant date fair value of a stock-based award is recognized as an expense over the requisite service period of the award on a straight-line basis.

For purposes of determining the variables used in the calculation of stock-based compensation, the Company performs an analysis of current market data and historical data to calculate an estimate of implied volatility, the expected term of the option and the expected forfeiture rate. With the exception of the expected forfeiture rate, which is not an input, we use these estimates as variables in the Binomial valuation option pricing model. Depending upon the number of stock options granted any fluctuations in these calculations could have a material effect on the results presented in our consolidated statements of operations. The Company recognizes actual forfeitures in the period that they occur. Actual forfeitures could also have a material impact on our consolidated financial statements.

Non-Cash Equity Transactions

Shares of equity instruments issued for non-cash consideration are recorded at the fair value of the consideration received based on the market value of services to be rendered, or at the value of the stock given, considered in reference to contemporaneous cash sale of stock.

Concentrations, Risks, and Uncertainties

Business Risk

Substantial business risks and uncertainties are inherent to an entity, including the potential risk of business failure.

The Company is headquartered and operates in the United States. To date, the Company has generated no revenues from operations. There can be no assurance that the Company will be able to raise additional capital and failure to do so would have a material adverse effect on the Company’s financial position, results of operations and cash flows. Also, the success of the Company’s operations is subject to numerous contingencies, some of which are beyond management’s control. Currently, these contingencies include general economic conditions, price of components, competition, and governmental and political conditions.

Interest rate risk

Financial assets and liabilities do not have material interest rate risk.

Credit risk

Financial instruments, which potentially subject the Company to concentration of credit risk, consist primarily of trade receivables. However, concentrations of credit risk are limited due to the large number of customers comprising the Company’s client base and their dispersion across different business and geographic areas. The Company monitors its exposure to credit losses and maintains an allowance for anticipated losses. A significant change in the liquidity or financial position of one or more of the Company’s clients could result in an increase in the allowance for anticipated losses. No single client accounted for more than 10% of revenue for the three months ended March 31, 2026 and 2025. No single client accounted for more than 10% of trade accounts receivable as of March 31, 2026 and December 31, 2025.

Seasonality

The business is not subject to substantial seasonal fluctuations.

Major Suppliers

The Company has not entered into any contracts that obligate it to purchase a minimum quantity or exclusively from any supplier.

Recent Accounting Pronouncements

In December 2023 FASB issued Accounting Standards Update (ASU) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09). The ASU focuses on income tax disclosures around effective tax rates and cash income taxes paid. ASU 2023-09 requires public business entities to disclose, on an annual basis, a rate reconciliation presented in both dollars and percentages. The guidance requires the rate reconciliation to include specific categories and provides further guidance on disaggregation of those categories based on a quantitative threshold equal to 5% or more of the amount determined by multiplying pretax income (loss) from continuing operations by the applicable statutory rate. For entities reconciling to the US statutory rate of 21%, this would generally require disclosing any reconciling items that impact the rate by 1.05% or more. ASU 2023-09 is effective for public business entities for annual periods beginning after Dec. 15, 2024 (generally, calendar year 2025) and effective for all other business entities one year later. Entities should adopt this guidance on a prospective basis, though retrospective application is permitted. The Company adopted ASU 2023-09 and applied the new disclosure requirements.

In November 2023 the FASB issued ASU 2023-07 (ASU 2023-07), Segment Reporting – Improvements to Reportable Segment Disclosures. The ASU will now require public entities to disclose its significant segment expenses categories and amounts for each reportable segment. Under the ASU, a significant segment expense is an expense that is:

	●	significant to the segment,
	●	regularly provided to or easily computed from information regularly provided to the chief operating decision maker (CODM), and
	●	included in the reported measure of segment profit or loss.

The ASU is effective for public entities for fiscal years beginning after December 15, 2023 and interim periods in fiscal years beginning after December 15, 2024 (calendar year public entity will adopt the ASU in its 2024 Form 10 K). The ASU should be adopted retrospectively unless it’s impracticable to do so. Early adoption of the ASU is permitted, including in an interim period. The Company adopted ASU 2023-07 and applied the new disclosure requirements.

In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses,” which is intended to improve disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions. Such information should allow investors to better understand an entity’s performance, assess future cash flows, and compare performance over time and with other entities. The amendments will require public business entities to disclose in the notes to the financial statements, at each interim and annual reporting period, specific information about certain costs and expenses, including purchases of inventory, employee compensation, depreciation, and intangible asset amortization included in each expense caption presented on the face of the income statement, and the total amount of an entity’s selling expenses. The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, and may be applied either prospectively or retrospectively. Early adoption is permitted. The Company is currently evaluating the impact of adopting this guidance on the financial statements.

The Company considers the applicability and impact of all recently issued accounting pronouncements. Recent accounting pronouncements not specifically identified in our disclosures are either not applicable to the Company or are not expected to have a material effect on our financial condition or results of operations.

NOTE 4 – ACQUISITION

Benson Family Office

On January 1, 2026, the Company entered into an Asset Purchase Agreement (“Agreement”) with Benson Family Office & Accounting Services, LLP, a Florida limited liability partnership (“Benson”), in which the Company acquired certain assets of Benson (“Acquisition”). Upon the closing of the Acquisition, the Company received substantially all of the operating assets of Benson, consisting of fixed assets and intellectual property.

The aggregate purchase price of the operating assets of Benson was $363,570 (see Note 1). In addition, there is a cash payment contingent adjustment based on the actual revenue and EBITDA generated by the acquired assets during the twelve (12)-month period following the closing date. The Company accounted for the Acquisition using the acquisition method of accounting as follows:

SCHEDULE OF ACQUISITION

Total Purchase Consideration:
Aggregate cash payments	$	363,570
Total Purchase Consideration	$	363,570

The following table summarizes the estimated fair values of the tangible and intangible assets acquired as of the date of Acquisition:

Net assets acquired:
Non-competition agreement	$	25,000
Tradename		20,000
Client list		140,000
Developed technology		15,000
Goodwill		163,570
Net assets acquired	$	363,570

Goodwill is the excess of the purchase price over the fair value of the underlying net tangible and identifiable intangible assets. In accordance with applicable accounting standards, goodwill is not amortized but instead is tested for impairment at least annually or more frequently if certain indicators are present.

NOTE 5 – INTANGIBLE ASSETS AND GOODWILL

Intangible assets, net consisted of the following as of:

SCHEDULE OF INTANGIBLE ASSETS, NET

		March 31,			December 31,
	Estimated Life	2026			2025
Non-competition agreement - Toone	3 years	$	75,000		$	75,000
Tradename - Toone	5 years		50,000			50,000
Client list - Toone	3 years		300,000			300,000
Developed technology - Toone	3 years		50,000			50,000
Non-competition agreement - Benson	3 years		25,000			-
Tradename - Benson	5 years		20,000			-
Client list - Benson	3 years		140,000			-
Developed technology - Benson	3 years		15,000			-
Intangible assets, gross	3 years		15,000			-
Accumulated amortization			(91,833	)		(37,917	)
Total intangible assets, net		$	583,167		$	437,083

		March 31,		December 31,
	Estimated Life	2026		2025

Goodwill - Toone	indefinite	$	835,600	$	835,600
Goodwill - Benson	indefinite	$	163,570	$	-
Goodwill	indefinite	$	163,570	$	-

Future amortization expense related to intangible assets are approximately as follows:

	Non-competition		Tradename		Client list		Developed technology		Total
2026	$	25,000	$	10,500	$	110,000	$	16,250	$	161,750
2027		33,333		14,000		146,667		21,667		215,667
2028		27,084		14,000		121,666		17,500		180,250
2029		-		14,000		-		-		14,000
2030		-		11,500		-		-		11,500
Total	$	85,417	$	64,000	$	378,333	$	55,417	$	583,167

Amortization expense was $53,916 and $0 for the three months ended March 31, 2026 and 2025 and is classified in general and administrative expenses in the accompanying consolidated Statements of Operations.

NOTE 6 – SHORT TERM LOAN

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.

NOTE 7 – LONG TERM LOAN

On October 1, 2025, the FO Maryland entered into an Asset Purchase Agreement (“Agreement”) with Toone, in which the Company acquired certain assets of Toone. The aggregate purchase price for the acquired assets included a payable of $300,000 due May 1, 2027 (see Note 1).

On January 1, 2026, the Company entered into an Asset Purchase Agreement (“Agreement”) with Benson, in which the Company acquired certain assets of Benson. The aggregate purchase price for the acquired assets included a payable of $207,750 due $69,250 on the second anniversary of Closing Date, $69,250 on the third anniversary of Closing Date, and $69,250 on the fourth anniversary of Closing Date (see Note 1).

NOTE 8 – STOCKHOLDERS’ DEFICIT

The Company has authorized 25,000,000 preferred stock with a par value of $0.001 with no preferred shares outstanding at March 31, 2026 and December 31, 2025.

The Company has authorized 750,000,000 shares of par value $0.001 common stock, of which 30,302,004 and 30,202,004 shares are outstanding at March 31, 2026 and December 31, 2025, respectively.

Common Stock

On January 1, 2026, the Company entered into an Agreement with Benson, in which the Company acquired certain assets of Benson. The aggregate purchase price for the acquired assets included an issuance of 100,000 of the Company’s common shares, valued at $10,000 (based on the estimated fair value of the stock on the date of issuance) (see Note 1).

On January 15, 2025, as modified on August 12, 2025, the Company initiated a Regulation D offering to sell up to 10,000,000 common shares at a price of $0.10 per share. Holders of the common shares will have voting rights. As of March 31, 2026, 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.

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 three months ended March 31, 2026 and 2025, the Company recognized $14,270 and $72,575 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 three months ended March 31, 2026 and 2025, the Company recognized $8,290 and $0 under stock-based compensation – related parties 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 three months ended March 31, 2026 and 2025, the Company recognized $1,382 and $0 under stock-based compensation – related parties 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 three months ended March 31, 2026 and 2025, the Company recognized $3,871 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 three months ended March 31, 2026 and 2025, the Company recognized $0 and $0 under stock-based compensation – related parties in the consolidated statements of operations.

The following represents a summary of the warrants outstanding at March 31, 2026 and changes during the periods then ended:

SUMMARY OF WARRANTS OUTSTANDING

	Warrants			Weighted Average Exercise Price		Weighted Average Contract Life (in Years)		Aggregate Intrinsic Value *
Outstanding at January 1, 2025		1,590,000		$	0.77		4.5	$	2,000
Granted		6,300,000			0.10		4.3		3,669,120
Exercised		-			-		-		-
Expired/Forfeited		(90,000	)		-		-		-
Outstanding at December 31, 2025		7,800,000		$	0.22		4.2	$	3,862,040
Granted		-			-		-		-
Exercised		-			-		-		-
Expired/Forfeited		-			-		-		-
Outstanding at March 31, 2026		7,800,000		$	0.22		4.0	$	3,862,040
Exercisable at March 31, 2026		4,799,668		$	0.30		3.9	$	2,114,647
Expected to be vested		7,800,000		$	0.22		4.60	$	3,862,040

Based on the fair value of the Company’s stock on March 31, 2026 and December 31, 2025, respectively

Options

The following represents a summary of the options outstanding at March 31, 2026 and changes during the periods then ended:

SUMMARY OF STOCK OPTIONS OUTSTANDING

	Options		Weighted Average Exercise Price		Weighted Average Contract Life (in Years)		Aggregate Intrinsic Value *
Outstanding at January 1, 2025		120,000	$	0.50		2.2	$	-
Granted		-		-		-		-
Exercised		-		-		-		-
Expired/Forfeited		-		-		-		-
Outstanding at December 31, 2025		120,000	$	0.50		2.2	$	-
Granted		-		-		-		-
Exercised		-		-		-		-
Expired/Forfeited		-		-		-		-
Outstanding at March 31, 2026		120,000	$	0.50		1.0	$	-
Exercisable at March 31, 2026		120,000	$	0.50		1.0	$	-
Expected to be vested		120,000	$	0.50		1.0	$	-

Based on the fair value of the Company’s stock on March 31, 2026 and December 31, 2025, respectively

NOTE 9 – RELATED PARTY TRANSACTIONS

Other than as set forth below, and as disclosed in Note 7, there have not been any transaction entered into or been a participant in which a related person had or will have a direct or indirect material interest.

Receivables and Payables

As of March 31, 2026 and December 31, 2025, the Company had accounts payable – related parties balances of $160,404 and $54,000, respectively, primarily for consulting services provided by Toone and Benson in accordance with their respective Asset Purchase Agreement. The Toone Asset Purchase Agreement provides for a monthly fee of $18,000 and the Benson Asset Purchase Agreement provides for an hourly rate of $60 or $80 depending on the services involved.

Asset Purchase Agreements

The Toone and Benson Asset Purchase Agreements (“Agreements”) each provide for the acquired assets to be paid over a period of time for a combined total of $1,065,285. Pursuant to the Toone Agreement, Toone is to be paid a total of $750,000 payable $450,000 on October 1, 2026 and $300,000 on May 1, 2027. Pursuant to the Benson Agreement, Benson is to be paid a total of $315,285 payable $38,285 at 60-day anniversary of Closing; $69,250 on the first anniversary of Closing Date; $69,250 on the second anniversary of Closing Date; $69,250 on the third anniversary of Closing Date; and $69,250 on the fourth anniversary of Closing Date. The Company recorded a balance of $557,535 and $450,000 in accrued expenses – related parties in the accompanying Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025, respectively, and a balance of $507,750 and $300,000 in long term note – related parties in the accompanying Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025, respectively. There were no payments made to Toone or Benson during for the three months ended March 31, 2026 and 2025 (see Note 1).

NOTE 10 – EARNINGS PER SHARE

FASB ASC Topic 260, Earnings Per Share, requires a reconciliation of the numerator and denominator of the basic and diluted earnings (loss) per share (EPS) computations.

Basic earnings (loss) per share are computed by dividing net earnings available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. In periods where losses are reported, the weighted-average number of common stock outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive.

The following potentially dilutive securities for the three months ended March 31, 2025 were excluded from the calculation of diluted net loss per share because the effects were anti-dilutive based on the application of the treasury stock method and because the Company incurred net losses during the period:

	2026		2025
	For the Three Months Ended March 31,
	2026		2025
Options to purchase shares of common stock		120,000		120,000
Warrants to purchase shares of common stock granted on February 14, 2021 to CreoMed, Inc.*		400,000		400,000
Warrants to purchase shares of common stock granted on March 16, 2021 to Demir Bingol*		300,000		300,000
Warrants to purchase shares of common stock granted on April 1, 2022 to CreoMed, Inc.		400,000		400,000
Warrants to purchase shares of common stock		6,700,000		3,460,000
Total potentially dilutive shares		7,920,000		4,680,000

*	The Company has cancelled and regranted these warrants to purchase 1,098,830 shares (698,830 warrants issued to the Ahmet Demir Bingol and 400,000 to CreoMed Inc.) of the Company’s common stock on June 29, 2021 in conjunction with the share exchange agreement.

The following table sets forth the computation of basic and diluted net income per share:

	2026		2025
	For the Three Months Ended March 31,
	2026		2025
Net profit (loss) attributable to the common stockholders	$	263,789	$	(103,321	)

Basic weighted average outstanding shares of common stock		30,247,059		22,593,796
Dilutive effect of options and warrants		7,920,000		-
Diluted weighted average common stock and common stock equivalents		38,167,059		22,593,796

Profit (loss) per share:
Basic	$	0.01	$	(0.00	)
Diluted	$	0.01	$	(0.00	)

NOTE 11 – COMMITMENTS AND CONTINGENCIES

Legal

From time to time, various lawsuits and legal proceedings may arise in the ordinary course of business. However, litigation is subject to inherent uncertainties and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any legal proceedings or claims that it believes will have a material adverse effect on its business, financial condition or operating results.

2021 Equity Incentive Plan

In June 2021, the board of directors of the Company authorized the adoption and implementation of the Company’s 2021 Equity Incentive Plan (the “2021 Plan”). The principal purpose of the 2021 Plan is to attract, retain and motivate employees, officers, directors, consultants, agents, advisors and independent contractors of the Company and its related companies by providing them the opportunity to acquire a proprietary interest in the Company and to link their interests and efforts to the long-term interests of the Company’s shareholders. Under the 2021 Plan, an aggregate of 1,000,000 shares of the Company’s common stock have initially been reserved for issuance pursuant to a variety of stock-based compensation awards, including stock options, stock awards, restricted stock, restricted stock units and other stock and cash-based awards. The exercise price for each option may not be less than fair market value of the common stock on the date of grant, and shall vest as determined by the Company’s board of directors but shall not exceed a ten-year period.

NOTE 12 – SEGMENT REPORTING

In accordance with criteria under Topic ASC 280, Segment Reporting, which establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. The Company’s chief operating decision maker (“CODM”) has been identified as the Chief Executive Officer. The Company’s CODM has identified Toone and Benson as its operating segments and reviews results of its operating segments to assess performance, make decisions, and allocate operating and capital resources of the Company as a whole. The CODM distinguishes its principal business activities for the purpose of internal reporting along with using that measure as a basis for evaluating financial performance quarterly. Significant segment expenses that are provided to CODM on a regular basis and are included within reported measure of segment profit or loss are salaries and related expenses, and general and administrative. The consolidated statements of operations for the three months ended March 31, 2026 and 2025, reflect the significant segment expenses and other segment items, as well as the consolidated balance sheets as of March 31, 2026 and 2025, for the two reportable segments.

Information on reportable segments and reconciliation to consolidated net income is as follows:

	2026		2025
	Three Months Ended March 31,
	2026		2025
Toone
Revenue	$	665,988	$	-
Net sales	$	665,988	$	-
Expenses		322,738		-
Net profit	$	346,125	$	-

Total assets	$	349,504	$	-

Benson
Revenue	$	117,138	$	-
Net sales	$	117,138	$	-
Expenses		81,398		-
Net profit	$	35,740	$	-

Total assets	$	110,689	$	-

Consolidated
Revenue	$	783,126	$	-
Net sales	$	783,126	$	-
Expenses		508,254		103,321
Net profit (loss)	$	263,789	$	(103,321	)

Total assets	$	2,261,043	$	570,468

NOTE 13 – SUBSEQUENT EVENTS

The Company evaluated all events or transactions that occurred after March 31, 2026 up through the date the condensed consolidated financial statements were available to be issued. During this period, the Company did not have any material recognizable subsequent events required to be disclosed as of and for the period ended March 31, 2026.

Operating Lease

On February 25, 2026, the Company’s Toone subsidiary entered into a 39thirty-nine month lease for its office commencing June 1, 2026 maturing August 31, 2029. This facility is leased in monthly installments of approximately $5,064 for months 1 through 6, and $10,127 for months 7 through 12. Thereafter, the monthly rent shall be increased by three percent (3%) per annum each succeeding lease year. In addition, the landlord will pay $46,740 of tenant improvements.

Common Stock

Subsequent to March 31, 2026, the Company sold 270,000 shares of common stock through the Company’s Regulation D offering to accredited investors at a price of $0.50 per share totaling $135,000.

PART I

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward Looking Statement Notice

Certain statements made in this Quarterly Report on Form 10-Q are “forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995) regarding the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of Family Office of America, Inc., (“we”, “us”, “our” or the “Company”) to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. The Company’s plans and objectives are based, in part, on assumptions involving the continued expansion of business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although the Company believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this Quarterly Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved.

Description of Business

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:

	●	CPA Services
	●	Tax planning and preparation
	●	Wealth Management
	●	Asset Management
	●	Estate Planning
	●	Asset Protection
	●	Insurance Consulting
	●	Investment Banking

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

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:

	1.	all client lists, contracts, and relationships related to accounting services;
	2.	all tangible personal property with the clients relationships, equipment, furniture, fixtures, and supplies used in the accounting services;
	3.	all intellectual property, including trademarks, copyrights, software, and know-how related to accounting services;
	4.	all accounts receivable arising from accounting services;
	5.	all goodwill associated with the accounting services; and
	6.	all books, records, and files related thereto; but expressly excluding the excluded assets:

	(a)	only assets directly related to the litigation services portion of the Business;
	(b)	cash and cash equivalents;
	(c)	corporate records not related to the Acquired Assets;
	(d)	tax refunds; and
	(e)	any other assets not expressly included in the Acquired Assets

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

	1.	obligations under client contracts related to accounting services that arise after the Closing Date; and
	2.	accounts payable related to the acquired assets accruing after the Closing Date.
	3.	The Buyer shall not assume any excluded liabilities (as defined).

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:

	1.	Seven Hundred Fifty Thousand Dollars ($750,000) at Closing;
	2.	Four Hundred Fifty Thousand Dollars ($450,000) on October 1, 2026; and
	3.	Three Hundred Thousand Dollars ($300,000) on May 1, 2027.

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:

Asset Purchase Agreement with Benson Family Office

The aggregate purchase price for the acquired assets shall be Three Hundred Fifty-Three Thousand, Seven Hundred and Fifty Dollars ($363,570) (the “Purchase Price”), payable as follows:

	1.	Thirty-Eight Thousand Two Hundred Eighty-Five Dollars ($38,285) at Closing;
	2.	Thirty-Eight Thousand Two Hundred Eighty-Five Dollars ($38,285) at 60-day anniversary of Closing;
	3.	100,000 shares of Common Stock of the Company on the 60-day anniversary of Closing:
	4.	Sixty-Nine Thousand Two Hundred Fifty Dollars ($69,250) on the first anniversary of Closing Date;
	5.	Sixty-Nine Thousand Two Hundred Fifty Dollars ($69,250) on the second anniversary of Closing Date;
	6.	Sixty-Nine Thousand Two Hundred Fifty Dollars ($69,250) on the third anniversary of Closing Date;
	7.	Sixty-Nine Thousand Two Hundred Fifty Dollars ($69,250) on the fourth anniversary of Closing Date;

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:

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

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.

Financing Transactions

Operating Lease

On February 25, 2026, the Company’s Toone subsidiary entered into a thirty-nine month lease for its office commencing June 1, 2026 maturing August 31, 2029. This facility is leased in monthly installments of approximately $5,064 for months 1 through 6, and $10,127 for months 7 through 12. Thereafter, the monthly rent shall be increased by three percent (3%) per annum each succeeding lease year. In addition, the landlord will pay $46,740 of tenant improvements.

Short Term Note Payable

Long Term Loan

On January 1, 2026, the Company entered into an Asset Purchase Agreement (“Agreement”) with Benson Family Office & Accounting Services, LLP, a Florida limited liability partnership (“Benson”), in which the Company acquired certain assets of Benson (“Acquisition”). The aggregate purchase price for the acquired assets included a payable of $207,750 due $69,250 on the second anniversary of Closing Date, $69,250 on the third anniversary of Closing Date, and $69,250 on the fourth anniversary of Closing Date.

Common Stock

Warrants

Limited Operating History; Need for Additional Capital

There is limited historical financial information about us on which to base an evaluation of our performance. Historically, we have not 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:

	●	Results of Operations

	●	Liquidity and Capital Resources

	●	Capital Expenditures

	●	Going Concern

	●	Critical Accounting Policies

	●	Off-Balance Sheet Arrangements

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

Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025

The following discussion represents a comparison of our results of operations for the three months ended March 31, 2026 and 2025. The results of operations for the periods shown in our unaudited condensed consolidated financial statements are not necessarily indicative of operating results for the entire period. In the opinion of management, the unaudited condensed 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.

	Three Months Ended		Three Months Ended
	March 31, 2026		March 31, 2025

Net revenues	$	783,126	$	-
Cost of sales		-		-
Gross Profit		783,126		-

Operating expenses:
Marketing expenses		2,793		-
Warrants issued for services		11,374		-
Stock based compensation – related parties		16,439		-
General and administrative		477,648		103,321
Total operating expenses		508,254		103,321

Other income		2,602		-
Net profit (loss) before income taxes	$	277,474	$	(103,321	)

Revenues

For the three months ended March 31, 2026 and 2025, we had revenues of $783,126 and $0, respectively, as a result of our acquisitions of Toone and Benson.

Cost of Sales

For the three months ended March 31, 2026 and 2025, we had no cost of sales.

Operating expenses

Operating expenses increased by $404,933, or 391.9%, to $508,254 for three months ended March 31, 2026 from $103,321 for the three months ended March 31, 2025 primarily due to an increase in compensation expenses of $191,269, travel costs of $1,718, professional fees of $79,035, rent of $31,547, amortization costs of $53,917, marketing expenses of $2,793, warrants issued for services of $11,374, stock based compensation - related parties of $16,439, and general and administration costs of $69,188, offset partially by consulting fees of $52,347, primarily as a result of our acquisitions of Toone and Benson.

For the three months ended March 31, 2026, we had marketing expenses of $2,793, warrants issued for services of $11,374, stock based compensation - related parties of $16,439, and general and administrative expenses of $477,648 primarily due to consulting fees of $39,478, professional fees of $90,004, rent of $31,547, travel costs of $1,871, amortization costs of $53,917, compensation expenses of $191,269 and general and administration costs of $69,562 primarily as a result of our acquisitions of Toone and Benson.

For the three months ended March 31, 2025, we had general and administrative expenses of $103,321 primarily due to consulting fees of $91,825, professional fees of $10,969, travel costs of $153, and general and administration costs of $374 as a result of reorganizing our administrative infrastructure due to refocusing our personnel and marketing initiatives to generate anticipated sales growth.

Other Expense

Other expense for the three months ended March 31, 2026 is comprised of interest income of $3,861, offset partially by interest expense of $1,259. Other expense for the three months ended March 31,2025 was none.

Net profit (loss) before income taxes

Net profit before income taxes for three months ended March 31, 2026 totaled $277,474 primarily due to (increases/decreases) in marketing expenses, warrants issued for services, stock based compensation - related parties, professional fees, compensation costs, consulting fees, rent expense, banking fees, amortization expense, travel costs, and general and administration costs compared to a loss of $103,321 for three months ended March 31, 2025 primarily due to (increases/decreases) in professional fees, consulting fees, travel costs, and general and administration costs.

Assets and Liabilities

Total assets were $2,261,043 as of March 31, 2026 compared to $1,543,042 as of December 31, 2025, or an increase of $718,001, which is primarily the result of an increase in cash, accounts receivable, intangible assets, and goodwill associated with our acquisition of Benson. Assets consisted primarily of cash of $343,220, accounts receivable of $267,666, other current assets of $57,693, other assets of $10,127, intangible assets of $583,167, and goodwill of $999,170. Liabilities were $1,294,932 as of March 31, 2026. Liabilities consisted primarily of accounts payable and accrued expenses of $54,823, accounts payable – related parties of $160,404, accrued expense – related parties of $557,535, incomes taxes payable of $13,685, other current liabilities of $735, and a long term notes of $507,750.

Liquidity and Capital Resources

Going Concern

The accompanying condensed 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 $4,759,751 at March 31, 2026, had working capital deficit of $118,603 and $308,174 at March 31, 2026 and December 31, 2025, respectively, had a net profit of $263,789 and a net loss $103,321 for the three months ended March 31, 2026 and 2025, respectively, and net cash provided by operating activities of $225,707 and net cash used in operating activities of $23,364 for the three months ended March 31, 2026 and 2025, respectively, with limited 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 condensed 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 three months ended March 31, 2026 of $187,422 resulting from cash provided by operating activities of $225,707, offset partially by cash used in investing activities of $38,285.

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

	Three Months Ended			Three Months Ended
	March 31, 2026			March 31, 2025

Net cash provided by (used in):
Operating activities	$	225,707		$	(23,364	)
Investing activities		(38,285	)		-
Financing activities		-			575,000
	$	187,422		$	551,636

Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025

Cash Flows from Operating Activities – For the three months ended March 31, 2026, net cash provided by operating activities was $225,707 compared to net cash used in operations of $23,364 for the three months ended March 31, 2025. Net cash provided by operating activities was primarily due to a net profit of $263,789 for the three months ended March 31, 2026 and the changes in operating assets and liabilities of $119,811, primarily due to accounts receivable of $192,902, other current assets of $17,896, other assets of $10,127, and accounts payable and accrued expenses of $73,710, offset primarily by accounts payable – related parties of $160,404, income taxes payable of $13,685, and other current liabilities of $735. In addition, net cash used in operating activities includes adjustments to reconcile net profit from the amortization expense of $53,916, warrants issued for services of $11,374, and stock based compensation – related parties of $16,439.

For the three months ended March 31, 2025, net cash used in operating activities was primarily due to a net loss of $103,321 and the changes in operating assets and liabilities of $7,382, primarily due to accounts payable and accrued expenses of $5,409, other current liabilities of $224, and other current assets of $1.749. In addition, net cash used in operating activities includes adjustments to reconcile net profit from warrants issued for compensation – related parties of $72,575.

Cash Flows from Investing Activities – For the three months ended March 31, 2026, net cash used in investing activities was due to the acquisition of a business. For the three months ended March 31,2025, net cash used in investing activities was none.

Cash Flows from Financing Activities – For the three months ended March 31, 2026, net cash provided by financing activities was none. For three months ended March 31, 2025, net cash provided by financing activities was $575,000 due to proceeds from issuance of common stock for cash.

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, as modified on August 12, 2025, the Company initiated a Regulation D offering to sell up to 10,000,000 common shares at a price of $0.10 per share. Holders of the common shares will have voting rights. As of April 30, 2026, 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 and 270,000 common shares were sold to accredited investors at a price of $0.50 per common share totaling $135,000.

Warrants

Related Party Transactions

Receivables and Payables

Asset Purchase Agreements

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 Black-Scholes option-pricing method. The Black-Scholes 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 condensed consolidated financial statements.

Contractual Obligations and Off-Balance Sheet Arrangements

Refer to Notes 7 and 9 in the accompanying notes to the condensed 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 March 31, 2026, we have not entered into any transaction, agreement or other contractual arrangement with an entity unconsolidated under which it has:

	●	a retained or contingent interest in assets transferred to the unconsolidated entity or similar arrangement that serves as credit;

	●	liquidity or market risk support to such entity for such assets;

	●	an obligation, including a contingent obligation, under a contract that would be accounted for as a derivative instrument; or

	●	an obligation, including a contingent obligation, arising out of a variable interest in an unconsolidated entity that is held by, and material to us, where such entity provides financing, liquidity, market risk or credit risk support to or engages in leasing, hedging, or research and development services with us.

Inflation

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

Item 3. 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 4. 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 (March 31, 2026), we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer, who is also 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 Quarterly Report on Form 10-Q 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 March 31, 2026 that have materially affected or are reasonably likely to materially affect our internal controls.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

We are not a party to or otherwise involved in any legal proceedings.

In the ordinary course of business, we are from time to time involved in various pending or threatened legal actions. The litigation process is inherently uncertain and it is possible that the resolution of such matters might have a material adverse effect upon our financial condition and/or results of operations. However, in the opinion of our management, other than as set forth herein, matters currently pending or threatened against us are not expected to have a material adverse effect on our financial position or results of operations.

Item 1A. Risk Factors.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

In April 2026, the Company sold 270,000 shares of common stock through the Company’s Regulation D offering to accredited investors at a price of $0.50 per share totaling $135,000.

The Company issued the foregoing securities pursuant to the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder, as the shareholders were accredited and/or financially sophisticated and had adequate access, through business or other relationships, to information about the Company, and the sales did not involve a public offering of securities or any general solicitation.

Item 3. Defaults Upon Senior Securities.

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

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

3.1 *		Articles of Incorporation
3.2 *		Certificate of Amendment to Articles of Incorporation (changing name to Qualis Innovations, Inc)
3.3 *		Bylaws
10.1*		Letter License Agreement by and between the Company’s subsidiary, mPathix Health, Inc., and Life Care Medical Devices Limited, a Delaware corporation, dated June 3, 2021
31.1		Certification of CEO and CFO.
32.1		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)

* Incorporated by reference to the Company’s registration statement on Form S-1 filed on November 12, 2021

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.

Dated: May 15, 2026	By:	/s/ Patrick Adams
		Patrick Adams
		Acting CEO and Chairman