STOCK TITAN

MEDO Healthcare takes control of Bryn Inc. (BRRN) and outlines AI pharma plan

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
10-Q

Rhea-AI Filing Summary

Bryn Inc. reports unaudited results for the three months ended March 31, 2026, as a non-operating shell company. The Company generated no revenue and recorded a net loss of $30,937, up from $16,410 a year earlier, driven entirely by administrative expenses.

At March 31, 2026 Bryn showed a working capital deficit of $34,264 and an accumulated deficit of $117,593,073, and its auditors highlight substantial doubt about its ability to continue as a going concern. Related parties provided $24,470 of interest-free demand loans, and $93,285 of related-party debt was settled through issuing 30,015,577 common shares, bringing total common shares outstanding to 450,000,000.

Control effectively shifted on April 24, 2026 when MEDO Healthcare LLC purchased 10,000,000 super-voting Series A-1 preferred shares for $175,000 and installed new leadership. The new owners plan to rebrand as MEDO Technologies, Inc. and pursue acquisitions of nationwide pharmaceutical distributors augmented by AI-based optimization, but this strategy remains at the planning stage.

Positive

  • None.

Negative

  • Going concern uncertainty: Bryn has no revenue, a working capital deficit of $34,264, an accumulated deficit of $117,593,073, and explicitly discloses substantial doubt about its ability to continue as a going concern.
  • Governance and control weaknesses: The Company reports material weaknesses in disclosure controls, including lack of segregation of duties, no independent board or audit committee, and heavy reliance on a financial consultant.

Insights

Early-stage shell with new control, heavy deficits, and going concern risk.

Bryn Inc. remains a shell with no revenue and a Q1 2026 net loss of $30,937. The balance sheet is thin, with a working capital deficit of $34,264 and an accumulated deficit of $117,593,073, so there is substantial doubt about its ability to continue as a going concern.

Operations are funded by related parties via interest-free demand loans, and $93,285 of related-party debt was converted into 30,015,577 common shares, a notable dilution that raised outstanding common stock to 450,000,000 shares. Control rests on 10,000,000 Series A preferred shares carrying 2,500,000,000 common votes.

The subsequent purchase of all Series A-1 preferred shares by MEDO Healthcare LLC for $175,000 and installation of new management introduces a new strategy focused on acquiring pharmaceutical distributors and deploying AI. Execution, acquisition terms, and future financing—likely dilutive equity or convertible instruments—will be critical, but specific transactions and funding structures are not yet defined in this period.

Net loss Q1 2026 $30,937 Three months ended March 31, 2026
Net loss Q1 2025 $16,410 Three months ended March 31, 2025
Working capital deficit $34,264 As of March 31, 2026
Accumulated deficit $117,593,073 As of March 31, 2026
Related-party loans in Q1 2026 $24,470 Interest-free demand loans from Mr. Lazar and Medo Healthcare
Debt settled with shares $93,285 Related-party debt canceled for 30,015,577 common shares
Common shares outstanding 450,000,000 shares As of March 31, 2026
Super-voting preferred power 2,500,000,000 votes 10,000,000 Series A shares, 250 votes per share
going concern financial
"Because the Company does not expect that existing operational cash flow will be sufficient... this raises substantial doubt about the Company’s ability to continue as a going concern."
A going concern is a business that is expected to continue its operations and meet its obligations for the foreseeable future, rather than shutting down or selling off assets. This assumption matters to investors because it indicates stability and ongoing profitability, making the business a more reliable investment. Think of it as believing a restaurant will stay open and serve customers, rather than closing down suddenly.
reverse merger financial
"Management intends to explore and identify viable business opportunities... including seeking to acquire a business in a reverse merger."
A reverse merger is when a private company becomes publicly traded by combining with an already listed public shell company, allowing the private business to gain a stock market listing without going through a traditional IPO. Investors care because this shortcut can be faster and cheaper than an IPO but often comes with less regulatory vetting and market visibility, so it can mean higher uncertainty about valuation, financial transparency, and future liquidity.
Series A Preferred Stock financial
"As of March 31, 2026 and December 31, 2025 there were 10,000,000 Series A Preferred Shares outstanding which carried super voting rights..."
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.
smaller reporting company regulatory
"As a smaller reporting company, we are not required to provide the information called for by this Item."
A smaller reporting company is a publicly traded firm that meets regulatory size tests allowing it to provide abbreviated financial disclosures and compliance filings compared with larger companies. For investors, that means financial statements and notes may be less detailed, which can make it harder to compare performance or spot risks—think of reading a short summary instead of a full report when deciding whether to buy or hold a stock.
disclosure controls and procedures regulatory
"Our management is responsible for establishing and maintaining a system of “disclosure controls and procedures”..."
Policies, routines and internal checks a public company uses to identify, collect and verify information that must appear in its financial reports and public filings, and to make sure that material news is disclosed accurately and on time. Investors care because effective controls increase confidence that the company’s reported numbers and disclosures are reliable and reduce the risk of surprises, much like a building’s inspection and alarm system helps occupants trust the structure’s safety.
stockholders’ deficit financial
"Total Stockholders’ (Deficit)... Balance, March 31, 2026"
Stockholders’ deficit is the situation where a company’s total liabilities exceed its total assets, so the book value attributed to shareholders is negative. Think of it like a household with more outstanding debts than the value of its house and possessions—this can signal past losses or aggressive payouts and raises the risk that shareholders may be wiped out, diluted, or face difficulty when the company needs new financing. Investors watch it as a warning about solvency and long‑term financial health.
Net loss $30,937

 

 

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 March 31, 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 May 19, 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 Months Ended March 31, 2026 and 2025

 

Part I – FINANCIAL INFORMATION 1
     
Item 1. Financial Statements (unaudited) 2
     
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 11
     
Item 3. Quantitative and Qualitative Disclosures about Market Risk 12
     
Item 4. Controls and Procedures 12
     
Part II – OTHER INFORMATION 14
     
Item 1. Legal Proceedings 14
     
Item 1A. Risk Factors 14
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 14
     
Item 3. Defaults Upon Senior Securities 14
     
Item 4. Mine Safety Disclosures 14
     
Item 5. Other Information 14
     
Item 6. Exhibits 15
     
SIGNATURES 16

 

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, March 31, 2026 (unaudited), and December 31, 2025   3
     
Unaudited Statements of Operations for the Three Months Ended March 31, 2026, and 2025   4
     
Unaudited Statements of Changes in Stockholders’ Deficit for the Three Months Ended March 31, 2026, and 2025   5
     
Unaudited Statements of Cash Flows for the Three Months Ended March 31, 2026, and 2025   6
     
Notes to the Unaudited Interim Financial Statements   7

 

2

 

 

BRYN INC.

BALANCE SHEETS

 

   March 31,   December 31, 
   2026   2025 
   (Unaudited)     
ASSETS        
Prepaid expenses  $1,073   $
-
 
Accounts receivable other   1,105    
-
 
Current assets   2,178    
-
 
Total Assets  $2,178   $
-
 
           
LIABILITIES & STOCKHOLDERS’ DEFICIT          
           
Accounts payable  $16,221   $7,577 
Related party payables   20,219    89,035 
Current liabilities   36,440    96,612 
Total liabilities   36,440    96,612 
           
Stockholders’ Deficit          
Preferred stock, par value $0.001, 10,000,000 shares authorized, 10,000,000 issued and outstanding as of March 31, 2026 and December 31, 2025 respectively   10,000    10,000 
Common stock, par value $0.001, 500,000,000 shares authorized, 450,000,000 issued and outstanding shares as of March 31, 2026 and 419,984,423 issued and outstanding as of December 31, 2025   450,000    419,985 
Additional paid in capital   117,098,810    117,035,540 
Accumulated deficit   (117,593,073)   (117,562,137)
Total Stockholders’ (Deficit)   (34,263)   (96,612)
Total Liabilities and Stockholders’ Deficit  $2,177   $0 

 

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

 

3

 

 

BRYN INC.

STATEMENTS OF OPERATIONS

(Unaudited)

 

   Three Months   Three Months 
   Ended   Ended 
   March 31,   March 31, 
   2026   2025 
        
Operating Expenses:        
Administrative expenses   30,937    16,410 
Total operating expenses   30,937    16,410 
(Loss) from operations   (30,937)   (16,410)
Other (expense) net   -    - 
Income (loss) before provision for income taxes   (30,937)   (16,410)
Provision for income taxes   -    - 
Net Loss   (30,937)   (16,410)
           
Basic and diluted (loss) per common share  $(0.00)  $(0.00)
           
Weighted average number of shares outstanding   450,000,000    419,763,612 

 

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

 

4

 

 

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)

 

   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)

 

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

 

5

 

 

BRYN INC.

STATEMENTS OF CASH FLOWS

(Unaudited)

 

   Three Months   Three Months 
   Ended   Ended 
   March 31,   March 31, 
   2026   2025 
Cash Flows From Operating Activities:        
Net (loss)  $(30,937)  $(16,410)
Changes in operating assets and liabilities:          
Prepaid expenses   (1,073)   
- 
 
Accounts receivable other   (1,105)   
- 
 
Accounts payable and accrued expenses   8,644    1,113 
Net cash (used in) operating activities   (24,470)   (15,297)
           
Cash Flows From Investing Activities:          
Net cash provided by (used in) investing activities   -    - 
           
Cash Flows From Financing Activities:          
Proceeds from related party loans   24,470    15,297 
Net cash provided by financing activities   24,470    15,297 
           
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.

 

6

 

 

BRYN INC.

NOTES TO FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED

MARCH 31, 2026 AND MARCH 31, 2025

 

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

 

Bryn Inc. f/k/a “Byrn, Inc. (“Bryn”, “we”, “us”, or, the “Company”), is a Nevada corporation, formed in April 2011 to become 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.

 

7

 

 

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. 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 share 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-1 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. 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 Company has no operations or revenue as of the date of this Report. We are currently in the process of developing a business plan. Management intends to explore and identify viable business opportunities within the U.S., including seeking to acquire a business in a reverse merger.

 

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 March 31, 2026 the Company had a working capital deficit of $34,264 and had an accumulated deficit of $117,593,073.

 

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. 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 who 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.

 

8

 

 

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 or 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 March 31, 2026, and December 31, 2025, the Company’s cash equivalents totaled $-0- 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.

 

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.

 

Recent Accounting Pronouncements

 

There is no new accounting guidance that impacts the Company’s financial statements.

 

9

 

 

NOTE 3 – COMMITMENTS AND CONTINGENCIES

 

The Company did not have any contractual commitments as of March 31, 2026, and December 31, 2025.

 

NOTE 4 – NOTES PAYABLE RELATED PARTY

 

Mr. Lazar, previously the Company’s Court-appointed custodian, and Medo Healthcare, LLC are considered related parties. During the three months ended March 31, 2026, they extended $12,900 and $11,570, 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. As of March 31, 2026 the balances due to Mr. Lazar and Medo Healthcare were $8,649 and $11,570, respectively for a total of $20,219. 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 March 31, 2026, and December 31, 2024, respectively, there were 450,000,000 and 419,984,423 shares of Common Stock issued and outstanding, respectively. During the three month ended March 31, 2026. Mr Lazar was awarded 30,015,577 common shares. See Note 4. Notes Payable Related Party.

 

Series A Preferred Stock

 

As of March 31, 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.

 

NOTE 6 – SUBSEQUENT EVENTS

 

In accordance with ASC 855-10, Company has performed an evaluation of subsequent events from March 31, 2026 through May 19, 2026 the date the financial statements were issued.

 

On April 24, 2026 MEDO Healthcare LLC, an Iowa limited liability company, purchased 10 million shares of the Company’s Series A-1 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.

 

10

 

 

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-1 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.

 

11

 

 

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.

 

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.

 

12

 

 

Our management assessed the effectiveness of our disclosure controls and procedures based on the parameters set forth above and has concluded that as of March 31, 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 March 31, 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

13

 

 

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 March 31, 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.

 

14

 

 

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*            
                 
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.

 

15

 

 

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: May 19, 2026 By: /s/ John Leo
    John Leo
    Chief Executive Officer and
Principal Executive Officer,

 

Dated: May 19, 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.

 

16

 

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FAQ

What were Bryn Inc. (BRRN) results for the quarter ended March 31, 2026?

Bryn Inc. reported no revenue and a net loss of $30,937 for the quarter ended March 31, 2026. Administrative expenses drove the loss, reflecting the costs of maintaining a public shell without operating business activities.

What is the financial condition of Bryn Inc. (BRRN) as of March 31, 2026?

As of March 31, 2026, Bryn Inc. had a working capital deficit of $34,264 and an accumulated deficit of $117,593,073. The Company states there is substantial doubt about its ability to continue as a going concern without additional financing.

How is Bryn Inc. (BRRN) currently funding its operations?

Bryn Inc. is funding operations through interest-free demand loans from related parties, including Medo Healthcare LLC. In Q1 2026, related parties advanced $24,470, and $93,285 of related-party debt was settled via issuance of 30,015,577 common shares.

What major ownership or control changes affected Bryn Inc. (BRRN) in 2026?

On April 24, 2026, MEDO Healthcare LLC bought 10,000,000 Series A-1 preferred shares for $175,000 from Custodian Ventures LLC. New management was installed, giving MEDO effective control through super-voting preferred stock.

What are Bryn Inc. (BRRN)’s future business plans under MEDO Healthcare?

The new principals plan to rename the company MEDO Technologies, Inc. and acquire nationwide pharmaceutical distributors. They intend to apply proprietary AI-based technology across specialty retail, specialty mail-order, and SNF/ALF institutional pharmacy verticals.

How many Bryn Inc. (BRRN) shares are outstanding and what about preferred voting power?

As of May 19, 2026, Bryn Inc. had 450,000,000 common shares outstanding. Additionally, 10,000,000 Series A preferred shares were outstanding, collectively carrying voting rights equivalent to 2,500,000,000 common shares.