BRYN Inc. (BRRN) Q2 2026 loss, control shift to Medo and going-concern risk

Rhea-AI Filing Summary

BRYN Inc., a Nevada corporation with no current operating revenue, reported a net loss of $178,646 for the quarter and $209,583 for the six months ended June 30, 2026, driven entirely by administrative expenses.

Total assets were only $1,909 against liabilities of $206,170, resulting in a stockholders’ deficit of $204,260 and a working capital deficit of $212,910. Accumulated deficit reached $117,771,719. The company discloses substantial doubt about its ability to continue as a going concern and is relying on interest-free demand loans, including $139,037 from Medo Healthcare LLC, to fund operations.

On April 24, 2026, Medo Healthcare LLC bought 10,000,000 Series A Preferred shares for $175,000, obtained control, and installed new management. BRYN has 450,000,000 common shares outstanding and 10,000,000 Series A Preferred shares, each convertible into 250 common shares. Management plans to pivot into acquiring pharmaceutical distributors and applying AI-based technology, but this plan is at an early stage. Disclosure controls have multiple material weaknesses, including lack of an independent board, limited segregation of duties, and undocumented internal controls.

Positive

• None.

Negative

• Substantial going-concern doubt: management states that recurring losses, a working capital deficit of $212,910, and dependence on external funding raise substantial doubt about the company’s ability to continue as a going concern.
• Zero revenue and growing losses: the company generated $0 revenue and incurred a six‑month net loss of $209,583, significantly higher than the prior‑year period loss of $24,882.
• Highly leveraged balance sheet with negative equity: total assets of $1,909 are far below liabilities of $206,170, resulting in a stockholders’ deficit of $204,260 and minimal financial flexibility.
• Material weaknesses in internal control: management reports multiple material weaknesses in disclosure controls, including lack of segregation of duties, no independent board or audit committee, and undocumented internal control policies.
• Potential for significant dilution: the 10,000,000 Series A Preferred shares are convertible into 2,500,000,000 common shares, and management warns that future acquisitions may require issuing a controlling block of securities, diluting existing shareholders.

Filing Explained

As of June 30, 2026, debt settlement left 450,000,000 common shares outstanding; acquisition financing could further dilute holders and rank senior to common stock.

The unaudited Form 10-Q reports BRYN had 450,000,000 common shares outstanding on June 30, 2026, up from 419,984,423 at December 31, 2025. It attributes the increase to 30,015,577 shares issued to reduce related-party debt, which expands the share base and reduces existing holders’ percentage ownership absent offsetting changes.

The filing presents the issuance as non-cash: 30,015,577 shares were issued to reduce related-party debt, with $93,285 canceled plus an additional $8,649 adjustment; related-party debt still stood at $139,037 owed to Medo at June 30, 2026.

The 10,000,000 Series A preferred shares remain outstanding with super-voting rights equal to 2,500,000,000 common shares and a 250-to-1 conversion right; those voting rights do not by themselves report an issuance of 2,500,000,000 common shares.

At June 30, 2026, cash equivalents were $0; during the six months ended that date, operating activities used $151,936 and related-party loans provided $151,936, leaving ending cash at $0.

The company says any acquisition remains prospective: if one or more acquisitions close, capital may be required as a closing condition, and it may issue a controlling block or equity or convertible debt that dilutes current common holders and could rank senior to common stock.

The next structural resolution is therefore the closing and financing terms of an acquisition, which the filing says may require additional securities and may not be available on acceptable terms.

Key Figures

Net loss, six months ended June 30, 2026: $209,583 Net loss, three months ended June 30, 2026: $178,646 Stockholders’ deficit: $204,260 +5 more

8 metrics

Net loss, six months ended June 30, 2026 $209,583 Six months ended June 30, 2026, with no operating revenue

Net loss, three months ended June 30, 2026 $178,646 Quarter ended June 30, 2026

Stockholders’ deficit $204,260 As of June 30, 2026

Working capital deficit $212,910 As of June 30, 2026, used in going-concern assessment

Accumulated deficit $117,771,719 As of June 30, 2026

Related party loans outstanding $139,037 Due to Medo Healthcare LLC as of June 30, 2026

Common shares outstanding 450,000,000 shares As of August 14, 2026

Medo purchase price for Series A Preferred $175,000 Paid on April 24, 2026 for 10,000,000 Series A Preferred shares

Key Terms

going concern, working capital deficit, Series A Preferred Stock, reverse split, +2 more

6 terms

going concern financial

"this raises substantial doubt about the Company’s ability to continue as a going concern"

Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.

working capital deficit financial

"the Company had a working capital deficit of $212,910 and had an accumulated deficit"

A working capital deficit occurs when a company's short-term obligations—like bills, supplier payments and near-term debt—are larger than its readily available short-term resources such as cash, money expected from customers, and inventory that can be sold. Like a household whose monthly bills exceed its checking account, it signals potential difficulty paying immediate expenses, which matters to investors because it raises the chance the company will need outside financing or cut operations, affecting risk and value.

Series A Preferred Stock financial

"10,000,000 shares of the Company’s Series A Preferred Stock from Custodian Ventures LLC"

Series A preferred stock is a type of ownership share in a company that gives investors certain advantages, such as priority in receiving profits or getting their money back if the company is sold or goes bankrupt. It is often issued during early funding stages to attract investors by offering more security than common shares. This stock matters to investors because it provides a safer way to invest while still holding potential for future gains.

reverse split financial

"amended its articles of incorporation to reverse split its common stock at a rate of 1 for 1,000"

A reverse split is when a company reduces the number of its outstanding shares by combining several existing shares into one new share, so the price per share rises proportionally while the company’s overall value stays the same. Investors care because it can make a stock appear more respectable or meet exchange rules — like turning many small coins into a single larger bill — but it can also signal financial trouble and often affects trading liquidity and investor perception.

material weaknesses financial

"as of June 30, 2026, our disclosure controls and procedures have the following material weaknesses"

Material weaknesses are significant flaws in a company’s systems for ensuring its financial reports are accurate and reliable. Like a broken lock on a safe, they increase the chance that financial statements contain big errors or omissions, which can mislead investors about performance and risk; discovering one often raises questions about management oversight, may lead to restated results, and can affect investor confidence and a company’s valuation.

recapitalization financial

"The transaction has been accounted for as a recapitalization of the Company, whereby Alkeon is the accounting acquirer"

Recapitalization is a deliberate change to a company's mix of debt and equity—how much it borrows versus how much is funded by shareholders—accomplished by issuing or repaying debt, buying back shares, or issuing new shares. It matters to investors because it alters the company's risk profile, potential returns and cash flow stability: increasing debt can amplify returns but raises the chance of financial stress, while adding equity can dilute ownership but lower default risk—like swapping between a mortgage and savings to reshape household finances.

Earnings Snapshot

Net loss, three months: $178,646

Three and six months ended June 30, 2026

Net loss, three months $178,646 Higher loss than $8,472 for the three months ended June 30, 2025

Net loss, six months $209,583 Higher loss than $24,882 for the six months ended June 30, 2025

Revenue $0 No revenue in both current and prior-year comparable periods

FAQ

How did BRRN (BRYN Inc.) perform financially for the quarter ended June 30, 2026?

BRYN Inc. reported a net loss of $178,646 for the quarter ended June 30, 2026 on $0 revenue, driven entirely by administrative expenses. For the six months, the net loss totaled $209,583, compared with $24,882 in the prior‑year period.

What is BRRN’s (BRYN Inc.) balance sheet position as of June 30, 2026?

As of June 30, 2026, BRYN had total assets of $1,909 and liabilities of $206,170, resulting in a stockholders’ deficit of $204,260. The company also reports a working capital deficit of $212,910, reflecting a very weak financial position.

Does BRRN (BRYN Inc.) face going-concern risks according to this 10-Q?

Yes. Management states there is substantial doubt about BRYN’s ability to continue as a going concern, citing recurring operating losses, a $212,910 working capital deficit, and reliance on external funding, including interest‑free demand loans from Medo Healthcare LLC.

What change of control occurred at BRRN (BRYN Inc.) in April 2026?

On April 24, 2026, Medo Healthcare LLC purchased 10,000,000 Series A Preferred shares for $175,000 from Custodian Ventures LLC. Medo installed new management and now controls voting power, with the Series A carrying rights equivalent to 2,500,000,000 common shares.

How many shares does BRRN (BRYN Inc.) have outstanding and what is the dilution risk?

As of August 14, 2026, BRYN had 450,000,000 common shares outstanding and 10,000,000 Series A Preferred shares, each convertible into 250 common shares. Management notes that future acquisitions may require issuing a controlling block, posing significant dilution risk.

What business strategy is BRRN (BRYN Inc.) pursuing under Medo Healthcare’s control?

The principals of Medo Healthcare plan to rebrand BRYN as MEDO Technologies, Inc. and pursue acquisitions of nationwide pharmaceutical distributors. The strategy is to apply proprietary AI-based technology across specialty retail, specialty mail-order, and SNF/ALF institutional verticals.

What internal control issues does BRRN (BRYN Inc.) disclose in this report?

Management identifies several material weaknesses in disclosure controls: insufficient segregation of duties with only two officers, no independent board or audit committee, lack of written internal control policies, and heavy reliance on a financial consultant for reporting.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2026

or

☐ 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 333-143630

BRYN INC.

(Exact name of registrant as specified in its charter)

Nevada		20-4682058
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2332 Galiano St., 2d Floor, #5138
Coral Gables, Florida		33143
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (305) 988-9807

N/A

(Former name, former address and former fiscal year, if changed since last report)

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

Title of each class		Trading Symbol(s)		Name of exchange on which registered
N/A		N/A		N/A

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 check mark 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 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 provided 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 Act.) Yes ☒ No ☐

As of August 14, 2026 the Registrant had 450,000,000 shares of Common Stock issued and outstanding.

BRYN INC.

QUARTERLY REPORT ON FORM 10-Q

For the Three and Six Months Ended June 30, 2026 and 2025

Part I – FINANCIAL INFORMATION		1
Item 1.	Financial Statements (unaudited)	F-1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	3
Item 4.	Controls and Procedures	3
Part II – OTHER INFORMATION		4
Item 1.	Legal Proceedings	4
Item 1A.	Risk Factors	4
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4
Item 3.	Defaults Upon Senior Securities	4
Item 4.	Mine Safety Disclosures	4
Item 5.	Other Information	4
Item 6.	Exhibits	5
SIGNATURES		6

i

PART I – FINANCIAL INFORMATION

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Information contained in this quarterly report on Form 10-Q contains “forward-looking statements.” These forward-looking statements are contained principally in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or “project” or the negative of these words or other variations on these words or comparable terminology. The forward-looking statements herein represent our expectations, beliefs, plans, intentions or strategies concerning future events, including, but not limited to: our ability to implement our business plan; our future financial performance; the continuation of historical trends; the sufficiency of our resources in funding our operations; and our liquidity and capital needs. Our forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that any projections or other expectations included in any forward-looking statements will come to pass. Moreover, our forward-looking statements are subject to various known and unknown risks, uncertainties and other factors that may cause our actual results, performance, or achievements to be materially different from future results, performance, or achievements expressed or implied by any forward-looking statements. These risks, uncertainties and other factors include but are not limited to: the risks of limited management, labor, and financial resources; our ability to establish and maintain adequate internal controls; our ability to develop and maintain a market in our securities; and our ability to obtain financing, if and when needed, on terms that are acceptable. Except as required by applicable laws, we undertake no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available.

As used in this quarterly report on Form 10-Q, “we”, “our”, “us” and the “Company” refer to Bryn Inc. a Nevada corporation unless the context requires otherwise.

1

Item 1. Financial Statements.

Index to Financial Statements

		Page
FINANCIAL STATEMENTS:
Balance Sheets, June 30, 2026 (unaudited), and December 31, 2025		F-2
Unaudited Statements of Operations for the Three and Six Months Ended June 30, 2026, and 2025		F-3
Unaudited Statements of Changes in Stockholders’ Deficit for the Three and Six Months Ended June 30, 2026, and 2025		F-4
Unaudited Statements of Cash Flows for the Six Months Ended June 30, 2026, and 2025		F-5
Notes to the Unaudited Interim Financial Statements		F-6

F-1

BRYN INC.

BALANCE SHEETS

		June 30,				December 31,
		2026				2025
		(Unaudited)
ASSETS
Prepaid expenses		$	804			$	-
Accounts receivable - other			1,105				-
Current assets			1,909				-
Total Assets		$	1,909			$	-
LIABILITIES & STOCKHOLDERS’ DEFICIT
Accounts payable		$	67,133			$	7,577
Related party loans			139,037				89,035
Current liabilities			206,170				96,612
Total liabilities			206,170				96,612
Stockholders’ Deficit
Preferred stock, par value $0.001, 10,000,000 shares authorized, 10,000,000 issued and outstanding as of June 30, 2026 and December 31, 2025 respectively			10,000				10,000
Common stock, par value $0.001, 500,000,000 shares authorized, 450,000,000 and 419,984,423 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively			450,000				419,985
Additional paid in capital			117,107,459				117,035,540
Accumulated deficit			(117,771,719	)			(117,562,137	)
Total Stockholders’ (Deficit)			(204,260	)			(96,612	)
Total Liabilities and Stockholders’ Deficit		$	1,909			$	-

The accompanying notes are an integral part of these unaudited financial statements.

F-2

BRYN INC.

STATEMENTS OF OPERATIONS

(Unaudited)

		Three Months				Three Months				Six Months				Six Months
		Ended				Ended				Ended				Ended
		June 30,				June 30,				June 30,				June 30,
		2026				2025				2026				2025
Revenue		$	-			$	-			$	-			$	-
Operating Expenses:
Administrative expenses			178,646				8,472				209,583				24,882
Total operating expenses			178,646				8,472				209,583				24,882
(Loss) from operations			(178,646	)			(8,472	)			(209,583	)			(24,882	)
Other (expense) net			-				-				-				-
Income (loss) before provision for income taxes			(178,646	)			(8,472	)			(209,583	)			(24,882	)
Provision for income taxes			-				-				-				-
Net Loss			(178,646	)			(8,472	)			(209,583	)			(24,882	)
Basic and diluted (loss) per common share		$	(0.00	)		$	(0.00	)		$	(0.00	)		$	(0.00	)
Weighted average number of shares outstanding			450,000,000				419,763,612				450,000,000				419,984,423

The accompanying notes are an integral part of these unaudited financial statements.

F-3

BRYN, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(Unaudited)

																		Additional								Total
		Preferred Stock								Common Stock								Paid-in				Accumulated				Stockholders’
		Shares				Value				Shares				Value				Capital				Deficit				Deficit
Balance, December 31, 2024			10,000,000			$	10,000				419,984,423			$	419,985			$	117,035,540			$	(117,522,111	)		$	(56,586	)
Net loss																							(16,410	)			(16,410	)
Balance, March 31, 2025			10,000,000			$	10,000				419,984,423			$	419,985			$	117,035,540			$	(117,538,521	)		$	(72,996	)
Net loss																							(8,472	)			(8,472	)
Balance, June 30, 2025			10,000,000				10,000				419,984,423			$	419,985			$	117,035,540			$	(117,546,993	)		$	(81,468	)

		Preferred Stock								Common Stock								Paid-in				Accumulated				Stockholders’
		Shares				Value				Shares				Value				Capital				Deficit				Deficit
Balance, December 31, 2025			10,000,000			$	10,000				419,984,423			$	419,985			$	117,035,540			$	(117,562,137	)		$	(96,612	)
Issuance of common shares to reduce related party debt											30,015,577				30,016				63,269								93,285
Net loss																							(30,937	)			(30,937	)
Balance, March 31, 2026			10,000,000			$	10,000				450,000,000			$	450,000			$	117,098,810			$	(117,593,073	)		$	(34,263	)
Related party debt adjustment																			8,649								8,649
Net loss																							(178,646	)			(178,646	)
Balance, June 30, 2026			10,000,000			$	10,000				450,000,000			$	450,000			$	117,107,459			$	(117,771,719	)		$	(204,260	)

The accompanying notes are an integral part of these unaudited financial statements.

F-4

BRYN INC.

STATEMENTS OF CASH FLOWS

(Unaudited)

		Six Months				Six Months
		Ended				Ended
		June 30,				June 30,
		2026				2025
Cash Flows From Operating Activities:
Net (loss)		$	(209,583	)		$	(24,882	)
Changes in operating assets and liabilities:
Prepaid expenses			(804	)			-
Accounts receivable other			(1,105	)			-
Accounts payable and accrued expenses			59,556				(10,819	)
Net cash (used in) operating activities			(151,936	)			(35,700	)
Cash Flows From Investing Activities:
Net cash provided by (used in) investing activities			-				-
Cash Flows From Financing Activities:
Proceeds from related party loans			151,936				35,700
Net cash provided by financing activities			151,936				35,700
Net Increase (Decrease) In Cash			-				-
Cash At The Beginning Of The Period			-				-
Cash At The End Of The Period		$	-			$	-
Supplemental disclosure of non-cash investing and financing activities:
Common stock issued to reduce related party debt		$	93,285			$	-

The accompanying notes are an integral part of these unaudited financial statements.

F-5

BRYN INC.

NOTES TO FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED

JUNE 30, 2026 AND JUNE 30, 2025

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

BRYN Inc. f/k/a “BRYN, Inc. (“BRYN”, “we”, “us”, or, the “Company”), is a Nevada corporation, formed in April 2006. In 2011 the Company became an emerging healthcare knowledge solution company created to transform health and healthcare by developing the standard in measuring clinical performance and outcomes. The Company developed medical software with tools and analytics intended to reduce costs while improving clinical performance, outcomes, predictive insight, and evidence-based best clinical processes.

On August 10, 2011, holders of a majority of the Registrant’s outstanding Common Stock voted to amend the Registrant’s Articles of Incorporation to increase the number of its authorized shares of capital stock from 900,000,000 shares to 2,510,000,000 par value $0.001 shares (the “Amendment”) of which (a) 2,500,000,000 shares were designated as Common Stock and (b) 10,000,000 shares were designated as blank check preferred stock.

During the period from March 22, 2013, through December 26, 2019, the Company was dormant.

On December 27, 2019, Custodian Ventures, LLC, an entity controlled by David Lazar, was appointed by the Nevada Court as the custodian of BRYN. On December 31, 2019, Mr. Lazar became the only Director and Officer of the Company, acting as its President, Treasurer, and Secretary.

On September 10, 2020, the Company filed a Certificate of Designation with the State of Nevada designating a class of ten million shares of the Company’s Series A preferred stock, $.001 par value per share, and providing for voting rights equal to 250 votes for each one (1) share of Series A preferred stock.

On September 23, 2020, as a result of a private transaction, 10,000,000 shares of Series A Convertible Preferred Stock, $0.001 par value per share (the “Shares”) of the Company were transferred from Custodian Ventures, LLC (the “Seller”) to FiveT Capital Holding AG (the “Purchaser”). As a result, the Purchaser became the holder of 50.2% of the voting rights of the issued and outstanding share capital of the Company on a fully-diluted basis of the Company and became the controlling shareholder. In connection with the transaction, David Lazar released the Company from all debts owed to him and/or the Seller. On the same day, David Lazar, who had been serving as a director and an officer, ceased to be the Company’s Chief Executive Officer, Chief Financial Officer, President, Treasurer, Secretary, and Director.

On November 24, 2020, the Company amended its articles of incorporation to change its name to Born, Inc. (the “Name Change”). The change was made in anticipation of entering into a new line of business operations. On the same date, the Company amended its articles of incorporation to reverse split its common stock at a rate of 1 for 1,000 (the “Reverse”). Additionally, the number of common shares authorized was reduced from 2,500,000,000 to 500,000,000. On December 1, 2020, FINRA declared the Name Change and the Reverse effective.

On February 2, 2021, the Company changed its fiscal year-end to December 31.

F-6

On February 16, 2021, the Company entered into a share exchange agreement (the “Share Exchange Agreement”) with Alkeon Creators, Inc. (“Alkeon”), a United Kingdom corporation. Under the Share Exchange Agreement, One Hundred Percent (100%) of the ownership interest of Alkeon was exchanged for 406,646,919 shares of common stock of the Company. At the same time, FiveT Capital Holdings AG surrendered the Series A Preferred Stock to the Company. The former stockholders of Alkeon acquired a majority of the issued and outstanding common stock as a result of the share exchange transaction.  The transaction has been accounted for as a recapitalization of the Company, whereby Alkeon is the accounting acquirer.

Immediately after completion of such share exchange on February 16, 2021, the Company had a total of 409,353,807 issued and outstanding shares, with authorized share capital for common shares of 500,000,000.

The transaction with Alkeon was voided and written off in February 2021. As a result, the Company was considered a dormant shell from February 2021 through July 2023 when it went into custodianship.

On January 14, 2024, the Eighth Judicial District Court, pursuant to Case A-23-871046B, issued an Order Barring Unasserted Claims against Born, Inc.

On July 16, 2024, the Company changed its name to BYRN Inc. On September 4, 2024, the Company changed its name to BRYN Inc.

On April 24, 2026 MEDO Healthcare LLC, an Iowa limited liability company, purchased 10 million shares of the Registrant’s Series A Preferred Stock from Custodian Ventures LLC, the personal holding company of David Lazar, who was sole director and officer of the Registrant on and prior to April 24, 2026. MEDO Healthcare paid to Custodian Ventures for the shares $175,000 in cash. Pursuant to agreement between David Lazar and MEDO Healthcare, Mr. Lazar resigned on April 24, 2026 from his positions as sole officer and director of the Registrant. Prior to resigning, Mr. Lazar appointed John Leo to serve upon Mr. Lazar’s resignation as sole director and CEO of the Registrant. Mr. Lazar also appointed Arthur Magee, an affiliate of John Leo, to serve upon Mr. Lazar’s resignation as CFO and Secretary of the Registrant.

The principals of MEDO Healthcare plan to change the name of the Company to MEDO Technologies, Inc. to reflect their business plan. MEDO is the acronym for Machine Enhanced Diagnostic Optimization, and the business plan contemplates that the Company will acquire pharmaceuticals distributors with a nation-wide scope, then optimize their business by introducing proprietary AI-based technology to the three major verticals in the pharmaceutical industry: specialty retail, specialty mail-order, and SNF/ALF Institutional.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements have been prepared in accordance with the Financial Accounting Standards Board (“FASB”) “FASB Accounting Standard Codification™” (the “Codification”) which is the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United States.

Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve-month period following the date of these financial statements. The Company has incurred significant operating losses since inception. As of June 30, 2026 the Company had a working capital deficit of $212,910 and had an accumulated deficit of $117,771,719.

Because the Company does not expect that existing operational cash flow will be sufficient to fund presently anticipated operations, this raises substantial doubt about the Company’s ability to continue as a going concern for the twelve months following the issuance of these financial statements. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing. The Company is currently being funded by Medo Healthcare, LLC an entity that is extending interest-free demand loans to the Company. Historically, the Company has raised capital through private placements, as an interim measure to finance working capital needs, and may continue to raise additional capital through the sale of common stock or other securities and obtaining some short-term loans. The Company will be required to continue to do so until its operations become profitable. Also, the Company has, in the past, paid for consulting services with its common stock to maximize working capital, and intends to continue this practice where feasible.

Earnings (Loss) Per Share

The weighted-average common shares outstanding for both basic and diluted (loss) per share for all periods presented were calculated, in accordance with the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Codification (“ASC”) 260, Earnings Per Share. To the extent that the Series A Convertible Preferred Stock, which is convertible into 2,500,000,000 common shares, is anti-dilutive, it is excluded from the calculation of diluted earnings (loss) per share.

F-7

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires Management to make estimates and assumptions that affect the reported amounts of liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to income taxes and contingencies. The Company bases its estimates on historical experience, known or expected trends and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates.

Management’s Representation of Interim Financial Statements

The accompanying unaudited financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These financial statements include all of the adjustments, which in the opinion of management are necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year. These financial statements should be read in conjunction with the audited financial statements at and as of December 31, 2025 filed with the SEC on April 2, 2026.

Cash and cash equivalents

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. On June 30, 2026, and December 31, 2025, the Company’s cash equivalents totaled $-0- and $-0- respectively.

Prepaid expenses

Prepaid expenses are comprised of an advance payment for corporate fees. These amounts are initially recorded as current assets on the Company’s balance sheet and are systematically amortized and recognized as operating expenses over the shorter of the contractual term or the period in which the economic benefits are realized. As of June 30, 2026 and December 31, 2025, the balances of prepaid expenses amounted to $804 and $0, respectively

Accounts receivable-other

Accounts receivable other is comprised of a duplicate payment of a vendor invoice. As of June 30, 2026 and December 31, 2025, the balances of accounts receivable other amounted to $1,105 and $0, respectively.

Stock-based Compensation

The Company accounts for stock-based compensation using the fair value method following the guidance outlined in Section 718-10 of the FASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This section requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service.

F-8

Net Loss per Share

Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, “Earnings per Share.” Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding.

Income taxes

The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes. As of June 30, 2026, the Company has determined that a full valuation allowance is appropriate against its net deferred tax assets. ASU No. 2023-09 had no impact on the Company’s interim calculations. Accordingly, the Company recorded no income tax expense or benefit for the three and six months ended June 30, 2026.

Recent Accounting Pronouncements

In July 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-03, Presentation of Financial Statement (Topic 205), Income Statement - Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation - Stock Compensation (Topic 718), to amend various SEC paragraphs in the ASC to reflect the issuance of SEC Staff Accounting Bulletin No. 120, among other things. The ASU does not provide any new guidance, so there is no transition or effective date associated with it. This ASU did not have any impact on the Company’s financial statements.

In November 2023, FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 is effective for the Company’s annual periods beginning January 1, 2024, and for interim periods beginning January 1, 2025. This ASU did not have any impact on the Company’s financial statements.

The Company adopted ASU 2023-09 effective January 1, 2025, as required for public business entities. The standard requires disclosure of income tax rate reconciliation information using both dollar amounts and percentages, and disaggregated disclosure of income taxes paid by jurisdiction. For the year ended December 31, 2025, the Company had no income taxes paid to any U.S. federal, U.S. state or local, or foreign jurisdiction ($nil in both FY2025 and FY2024), consistent with the Company's $0 income tax provision.

In November 2024, the FASB issued ASU-2024 -02, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires the disaggregation of certain expense captions into specified categories in disclosures within the notes to the consolidated financial statements to provide enhanced transparency into the expense captions presented on the face of the statement of income and comprehensive income. ASU-2024-03 is effective for annual reporting periods beginning after December 15, 2026, with early adoption permitted, and may be applied either prospectively or retrospectively to financial statements issued for reporting periods after the effective date of ASU-2024-03 or retrospectively to any or all prior periods presented in the financial statements. On January 6, 2025, FASB issued ASU 2025-01 that clarifies for non-calendar year-end entities the interim effective date of Accounting Standards Update No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. Public business entities are required to adopt the guidance in Update 2024-03 in annual reporting periods beginning after December 15, 2026, and interim periods. This applies to annual reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact that the adoption of ASU 2024-03 will have on its related disclosures.

F-9

NOTE 3 – COMMITMENTS AND CONTINGENCIES

The Company did not have any contractual commitments as of June 30, 2026 or December 31, 2025.

NOTE 4 – NOTES PAYABLE RELATED PARTY

Mr. Lazar, previously the Company’s Court-appointed custodian, and Medo Healthcare, LLC are considered parties related to the Company. During the six months ended June 30, 2026, they extended $12,900 and $139,037, respectively, in interest-free demand loans to the Company. During the three months ended March 31, 2026, Mr. Lazar received 30,015,577 restricted common shares in return for services performed. Under the terms of this stock issuance, Mr. Lazar agreed to cancel $93,285 of debt and subsequently an additional $8,649 during the three months ended June 30, 2026. As of June 30, 2026, the balances due to Mr. Lazar and Medo Healthcare were $ 0 and $139,037, respectively, for a total of $139,037. As of December 31, 2025, the total related party debt due to Mr. Lazar amounted to $89,035

NOTE 5 – EQUITY

Common stock

The Company has authorized 500,000,000 shares of Common Stock and 10,000,000 shares of Preferred Stock both with a par value of $0.001. As of June 30, 2026, and December 31, 2025, respectively, there were 450,000,000 and 419,984,423 shares of Common Stock issued and outstanding, respectively. During the three months ended June 30, 2026. Mr Lazar was awarded 30,015,577 common shares. See Note 4. Notes Payable Related Party.

Series A Preferred Stock

As of June 30, 2026 and December 31, 2025 there were 10,000,000 Series A Preferred Shares outstanding which carried super voting rights of 2,500,000,000 common shares. Each share of Preferred A is convertible into 250 shares of common stock.

Dividend Provisions. 

Subject to the rights of any existing series of Preferred Stock or to the rights of any series of Preferred Stock which may from time to time hereafter come into existence, the holders of shares of Series A Preferred Stock shall be entitled to receive dividends, out of any assets legally available therefor, upon any payment of any dividend (payable other than in Common Stock or other securities and rights convertible into or entitling the holder thereof to receive, directly or indirectly, additional shares of Common Stock of the Corporation) on the Common Stock of the Corporation, as and if declared by the Board of Directors, as if the Series A Preferred Stock had been converted into Common Stock. 

Liquidation Preference.

In the event of any liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary, subject to the rights of any existing series of Preferred Stock or to the rights of any series of Preferred Stock which may from time to time hereafter come into existence, the holders of the Series A Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of the Corporation to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the price per share actually paid to the Corporation upon the initial issuance of the Series A Preferred Stock (each, the “the Original Issue Price”) for each share of Series A Preferred Stock then held by them, plus declared but unpaid dividends. Unless the Corporation can establish a different Original Issue Price in connection with a particular sale of Series A Preferred Stock, the Original issue price shall be $0.001 per share for the Series A Preferred Stock. If, upon the occurrence of any liquidation, dissolution or winding up of the Corporation, the assets and funds thus distributed among the holders of the Series A Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, subject to the rights of any existing series of Preferred Stock or to the rights of any series of Preferred Stock which may from time to time hereafter come into existence, the entire assets and funds of the corporation legally available for distribution shall be distributed ratably among the holders of the each series of Preferred Stock in proportion to the preferential amount each such holder is otherwise entitled to receive.

F-10

Redemption. 

The Series A Preferred Stock shares are non-redeemable other than upon the mutual agreement of the Company and the holder of shares to be redeemed, and even in such case only to the extent permitted by this Certificate of Designation, the Corporation’s Articles of Incorporation and applicable law.

Right to Convert. 

Each share of Series A Preferred Stock shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such share, at the office of the Corporation or any transfer agent for such stock, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Original Issue Price of the Series A Preferred Stock by the Series A Conversion Price applicable to such share, determined as hereafter provided, in effect on the date the certificate is surrendered for conversion. The initial Series A Conversion ratio shall be 250 Common Shares per each Preferred Share.

Automatic Conversion. 

Each share of Series A Preferred Stock shall automatically be converted into shares of Common Stock at the applicable Series A Conversion Price in effect for such share immediately upon the earlier of (i) except as provided below, the Corporation’s sale of its Common Stock in a public offering pursuant to a registration statement under the Securities Act of 1933, as amended; (ii) a liquidation, dissolution or winding up of the Corporation as defined in section 2(c) above but subject to any liquidation preference required by section 2(a) above; or (iii) the date specified by written consent or agreement of the holders of a majority of the then outstanding shares of Series A Preferred Stock.

Mechanics of Conversion. 

Before any holder of Series A Preferred Stock shall be entitled to convert the same into shares of Common Stock, such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Series A Preferred Stock, and shall give written notice to the Corporation at its principal corporate office, of the election to convert the same and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Series A Preferred Stock, or to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series A Preferred Stock to be converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of such date. If the conversion is in connection with an underwritten offering of securities registered pursuant to the Securities Act of 1933, the conversion may, at the option of any holder tendering Series A Preferred Stock for conversion, be conditioned upon the closing with the underwriters of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive Common Stock upon conversion of such Series A Preferred Stock shall not be deemed to have converted such Series A Preferred Stock until immediately prior to the closing of such sale of securities.

NOTE 6 – SUBSEQUENT EVENTS

In accordance with ASC 855-10, Company has performed an evaluation of subsequent events from June 30, 2026 through August 14, 2026, the date the financial statements were issued.

F-11

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

Plan of Operation

The Company has no operations from a continuing business other than the expenditures related to running the Company and has no revenue from operations as of the date of this Report.

On April 24, 2026 MEDO Healthcare LLC, an Iowa limited liability company, purchased 10 million shares of the Company’s Series A Preferred Stock from Custodian Ventures LLC, the personal holding company of David Lazar, who was sole director and officer of the Company on and prior to April 24, 2026. MEDO Healthcare paid to Custodian Ventures for the shares $175,000 in cash.   The principals of MEDO Healthcare plan to change the name of the Company to MEDO Technologies, Inc. to reflect their business plan. MEDO is the acronym for Machine Enhanced Diagnostic Optimization, and the business plan contemplates that the Company will acquire pharmaceuticals distributors with a nation-wide scope, then optimize their business by introducing proprietary AI-based technology to the three major verticals in the pharmaceutical industry: specialty retail, specialty mail-order, and SNF/ALF Institutional.

Based upon our current operations, we do not have sufficient working capital to fund our operations over the next 12 months. If we are able to close one or more acquisitions, it is likely we will need capital as a condition of closing those acquisitions. Because of the uncertainties, we cannot be certain as to how much capital we need to raise or the type of securities we will be required to issue. If we are successful in acquiring pharmaceuticals distributors with a nationwide scope, we will likely be required to issue a controlling block of our securities to the shareholders of our targets.

Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences, or privileges senior to our Common Stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

We anticipate that we will incur operating losses in the next 12 months, principally costs related to our being obligated to file reports with the SEC. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development. Such risks for us include, but are not limited to, an evolving and unpredictable business model, recognition of revenue sources, and the management of growth. To address these risks, we must, among other things, develop, implement, and successfully execute our business and marketing strategy, respond to competitive developments, and attract, retain, and motivate qualified personnel. There can be no assurance that we will be successful in addressing such risks, and the failure to do so could have a material adverse effect on our business prospects, financial condition, and results of operations.

Critical Accounting Policies and Estimates

Our management’s discussion and analysis of our financial condition and results of operations is based on our unaudited financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles, or “GAAP.” The preparation of these unaudited financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reported period. In accordance with GAAP, we base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.

Our significant accounting policies are fully described in Note 2 to our unaudited financial statements appearing elsewhere in this Quarterly Report, and we believe those accounting policies are critical to the process of making significant judgments and estimates in the preparation of our unaudited financial statements.

Off-Balance Sheet Arrangements

None.

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Item 3. Quantitative And Qualitative Disclosures About Market Risk.

As a smaller reporting company, we are not required to provide the information called for by this Item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures.

Our management is responsible for establishing and maintaining a system of “disclosure controls and procedures” (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Our management assessed the effectiveness of our disclosure controls and procedures based on the parameters set forth above and has concluded that as of June 30, 2026, our disclosure controls and procedures have the following material weaknesses:

	●	The Company does not have sufficient segregation of duties within accounting functions due to only having two officers and limited resources.
	●	The Company does not have an independent board of directors or an audit committee.
	●	The Company does not have written documentation of our internal control policies and procedures.
	●	The greater portion of the Company’s financial reporting is carried out by a financial consultant.

We plan to rectify these weaknesses by implementing an independent board of directors, establishing written policies and procedures for our internal control of financial reporting, and hiring additional accounting personnel at such time as we complete a reverse merger or similar business acquisition.

Changes in Internal Control over Financial Reporting.

There have been no change in our internal control over financial reporting during the three months ended June 30, 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

The Company may be involved in certain legal proceedings that arise from time to time in the ordinary course of its business. Legal expenses associated with any contingency are expensed as incurred. The Company’s officers and directors are not aware of any threatened or pending litigation to which the Company is a party or which any of its property is the subject and which would have any material, adverse effect on the Company.

Item 1A. Risk Factors.

We are a smaller reporting company and not required to include risk factor disclosures.

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

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

During the quarter ended June 30, 2026, no director or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.

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Item 6. Exhibits.

The following exhibits are included as part of this report:

Exhibit				Incorporated by Reference
Number		Exhibit Description		Form		Exhibit		Filing Date
3.1		Articles of Incorporation and Amendments, as filed with the Nevada Secretary of State.		SB-2		3.1		6/8/2007
3.2-a		Certificates of Amendment		10-K		3.2		7/21/2020
3.2-b		Certificate of Correctiton		10-Q		3.2B		5/19/2026
3.3		Motion for Custodianship		10-K		3.3		7/21/2020
3.4		Certificate of Reinstatement		10-K		3.4		7/21/2020
3.5		Bylaws		SB-2		3.2		6/8/2007
31*		Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer and Chief Financial Officer.
32*		Rule 1350 Certifications of Chief Executive Officer and Chief Financial Officer.
101.INS*		XBRL Instance Document.
101.SCH*		XBRL Taxonomy Extension Schema Document.
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Filed herewith.

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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.

	BRYN, INC.
Dated: August 14, 2026	By:	/s/ John Leo
		John Leo
		Chief Executive Officer and Principal Executive Officer,

Dated: August 14, 2026	By:	/s/ Arthur Magee
		Arthur Magee
		Chief Financial Officer and Principal Financial and Accounting Officer,

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

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