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 |
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.
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 |
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.
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.
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
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.
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.
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.
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.
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.
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.
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.
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.
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.
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). |
|
|
|
|
|
|
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.
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