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 2022-01-01

 2024-10-01

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 ———————

 FORM 10-K

 ———————

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

 For the fiscal year ended December
31, 2024

 or

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

 (Exact name of registrant as specified in its charter)

 Delaware

 333-227499

 47-4584272

 (State or Other Jurisdiction
 of Incorporation or Organization)

 (Commission
 File Number)

 (I.R.S. Employer
 Identification No.)

 Address of Principal Executive
Office: 596 Herrons Ferry Road, Suite 301, Rock Hill, SC 29730

 Registrant's telephone number,
including area code: ( 845) 745-0981

 Securities registered pursuant to Section 12(b) of
the Act: None

 Title of each class

 Trading Symbol(s)

 Name of each exchange on which registered

 N/A

 N/A

 N/A

 Securities registered pursuant to Section 12(g) of
the Act: None

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

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

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

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and to Rule 405
of Regulation S-T (§ 232.405 of this chapter) 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, smaller reporting company, or an emerging
growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting
company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

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

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

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

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

 As of June 30, 2024, the aggregate market value of the registrant's voting and non-voting common stock held by
non affiliates was approximately $ 4,968,207

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

 As of March 24, 2025, the registrant had 18,327,364
shares of common stock issued and outstanding.

 DOCUMENTS INCORPORATED BY REFERENCE

 None.

 PAGE

 Item 1.

 Business.

 Item 1A.

 Risk Factors.

 Item 1B.

 Unresolved Staff Comments.

 Item 1C.

 Cybersecurity.

 Item 2.

 Properties.

 Item 3.

 Legal Proceedings.

 Item 4.

 Mine Safety Disclosures.

 Item 5.

 Market for Registrant's Common Equity and Related Shareholder Matters and Issuer Purchases of Equity Securities.

 Item 6.

 Selected Financial Data.

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations.

 Item 7A.

 Quantitative and Qualitative Disclosures About Market Risk.

 Item 8.

 Financial Statements and Supplementary Data.

 Item 9.

 Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.

 Item 9A.

 Controls and Procedures.

 Item 9B.

 Other Information.

 Item 10.

 Directors, Executive Officers and Corporate Governance.

 Item 11.

 Executive Compensation.

 Item 12.

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

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence.

 Item 14.

 Principal Accountant Fees and Services.

 Item 15.

 Exhibits, Financial Statement Schedules.

 i

 ITEM 1. BUSINESS

 Unless the context indicates
or suggests otherwise, references to "we," "our," "us," the "Company," or "Vynleads"
refer to Vynleads, Inc., a Delaware corporation.

 FORWARD-LOOKING STATEMENTS

 This annual report contains forward-looking
statements. These statements relate to future events or our future financial performance. These statements often can be identified by
the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate,"
"approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to
the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which
speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future.
However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual
results and events to differ materially from historical results of operations and events and those presently anticipated or projected.
We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of
such statement or to reflect the occurrence of anticipated or unanticipated events. Throughout this Report, references to "we,"
"us" "the Company," "the registrant," etc., all refer to Vynleads, Inc.

 GENERAL

 History of our company

 Our corporation was formed in
Delaware in July 2015.

 Vynleads' flagship brand, "Done
with Diabetes" (DWD), was introduced in 2016. Since its inception, DWD has acquired more than 28,000 paying members and generated
approximately $8M in gross revenues since its launch date on March 8, 2016. Vynleads plans to expand its Lifestyle Blueprint model, which
powers DWD, across a range of verticals, with a focus on health and wellness support, and chronic illness management. Furthermore, we
may leverage AI to support the customization and enhancement of our products and services for our members.

 Vynleads' global health mission
aims to revolutionize the preventative care environment around the world and to help keep members with chronic illness out of the emergency
room.

 The social purpose and intention
of Vynleads, Inc. is to provide life-improving health and wellness information and products to members with chronic health concerns. We
are a health and wellness information company that leverages online properties for the intended purpose of providing a quality and convenient
experience for our members and offering our brands a means to grow globally. The technology, information, and structure behind each of
our brands plans to focus on the pain points for individuals who are struggling with health-related issues. Our goal is to help these
individuals maintain optimal health with a combination of resources, support, guidance, and products.

 Additional information about
Vynleads is available at www.vynleads.com.

 Overview

 We are a provider of health and
wellness information principally targeted to people who are prediabetes or who have type 2 diabetes. Type 2 diabetes is a condition characterized
by high blood glucose levels caused by either a lack of insulin or the body's inability to use insulin efficiently. Type 2 diabetes develops
most often in middle-aged and older adults but can appear in children, teens, and young people. According to the American Diabetes Foundation,
type 2 diabetes is the most common form of diabetes. While many people may need to take oral medications or insulin as prescribed by their
physicians to help the person meet his or her targeted blood glucose levels, according to the American Diabetes Foundation some people
with type 2 diabetes can control their blood glucose with healthy eating and being active. We do not offer products targeted to customers
with type 1 diabetes, nor do we render medical advice. We provide information to our customers who are seeking to make healthy choices
by providing clear, generic blueprints, education, resources, and support. Our core product is our proprietary Lifestyle Blueprint, a
digital guide that provides dietary recommendations for a very low calorie eight-week diet together with information focusing on what,
how and how much a person eats, nutritional information and how a person's body does and does not use food to enable our customers
to continue leading a more successful lifestyle. We also offer nutritional supplements and monthly subscriptions to our proprietary newsletter
which covers a wide variety of healthy living-related topics.

 Our informational content, which
is developed by our company based upon publicly available studies and other sources of information, is rooted in:

 •

 Education and Action. Our goal is to help our audience understand the root of a healthy lifestyle, and give action-based blueprints that provide a long-term commitment to their newfound education;

 •

 Easy. Each aspect of our behavior change protocols is simple and reasonably attainable;

 •

 Avoid Guesswork. We give clear path guides to help real people, without confusion. In an information-overload world, we seek to do all of the groundwork in order to give our audience the right data and resources they need to succeed; and

 •

 Support and Community. We provide a platform for our customers to ensure resilience and follow-through as they seek to achieve their healthy- living goals.

 The Lifestyle Blueprint and
our other products

 Our Lifestyle Blueprint, titled
" The DWD Protocol: Success Blueprint," is a digital protocol which is designed to be an easy-to-follow guide especially
for individuals who are prediabetes and type 2 diabetes sufferers. The Lifestyle Blueprint includes dietary recommendations for a very
low-calorie eight-week diet together with information focusing on what, how and how much a person eats, nutritional information and how
a person's body does and does not use food to enable our customers to continue leading a more successful lifestyle.

 The proprietary information provided
in the Lifestyle Blueprint, which contains four modules including "The Foundation," "The Meal Plan" "Diabetes
Free Lifestyle" and "Taking Control," together with recipe books, is based on publicly available information and studies
which address how a healthy lifestyle can help individuals who are prediabetes and type 2 diabetes sufferers.

 Our DWD Protocol: Success
Blueprint is designed to offer comprehensive information and support, including:

 •

 Background information about type 2 diabetes;

 •

 Individual action plans;

 •

 Virtual messaging, coaching and support;

 •

 Measurable milestones and targets;

 •

 An eight-week hypocaloric diet;

 •

 A detailed guide for transitioning back into healthy post-diet eating; and

 •

 Recipe books focused on simple to prepare meals with detailed nutritional information.

 We sell the Lifestyle Blueprint
for $49. In addition to the Lifestyle Blueprint, we also offer monthly subscriptions to our newsletters which cover a wide variety of
health and lifestyle topics. Examples of recent newsletter titles are "7 Habits That Will Make You a Healthier Person," "The
Power of Positivity," "Relaxation Practices Actually Changes Your Genes," and "The Facebook Phenomenon Explained."
These newsletters are written by our staff and are based upon content aggregated from a number of publicly available sources. Monthly
subscription rates are $9.95.

 We also offer two nutritional
supplements, including our DWD x3 Advanced Daily Supplement and our Premium-Grade Omega x3 supplement, which are manufactured
for us in Vermont by Food Science Corporation. These nutritional supplements are made of all-natural, non-toxic, and non-GMO ingredients.

 We do not provide medical advice
to our customers. The information and content which appears in our Lifestyle Blueprint and our newsletters are written by our staff and
based upon a wide range of publicly available information and studies, including those published by Newcastle University and the National
Institutes of Health. The content and information are also reviewed by our medical advisors prior to publication. Neither the Lifestyle
Blueprint nor our newsletters are intended, however, as a substitute for medical advice provided by a physician or other health care provider.
All information provided in the Lifestyle Blueprint and any other products we provide relating to specific medical conditions, health
care preventive care, and healthy lifestyles, is presented for informational purposes only. We advise our customers that the information
in the Lifestyle Blueprint should not be considered complete or exhaustive and does not cover all disorders or conditions or their treatment,
nor all health-related issues. We further advise our customers that they should consult with their physician or other health care provider
when deciding on any health-related regimen, including diet or exercise, and for any specific individual medical advice.

 Markets for Lifestyle Blueprints

 Our model is highly scalable,
and we believe that we can enter new markets at a low cost and measured way. We expect to expand our product offerings in the future to
include a Lifestyle Blueprint designed for adults who are overweight or obese. We also intend, over time, to expand our product offerings
with additional Lifestyle Blueprints targeted to individuals with heart disease, mental health, memory loss and dementia, addiction, ADHD
(attention deficit hyperactivity disorder), and the human papillomavirus virus (HPV). We have not, however, determined when we will be
expanding our product offerings and there are no assurances we will ever do so.

 Marketing and sales

 We seek to market our products
using direct to consumer online sales through multiple channels. Social media, search engines, and content platforms, principally Facebook,
as well as Instagram, Google, and YouTube, have historically been our principal sources for acquiring new customers. In the case of paid
advertising, we use both internal (managed by us) and external (managed through affiliates or partner advertisers) advertising accounts.

 For internal accounts, we directly
spend and manage all advertising dollars spent on a cost per click, or "CPC," basis. Typically, we will spend approximately
$60.00 on internal account advertising for each new customer. In the case of external accounts, we will work through third party affiliates
or partner advertisers. These affiliate or partner advertisers typically use our product materials on their advertising accounts, spend
their own advertising dollars, and are paid by us on a cost per acquisition, or "CPA," basis. Historically our payments to
these affiliate or partner advertisers on a CPA basis has been tied to a new customer sales. Depending on the products sold, the CPA payout
can range from $30.00 to $80.00 for a new customer sale. This range, however, may change at any time, depending on the cost of revenue,
and/or lifetime customer value we believe the campaign can achieve. We also may decide to not engage in any CPA / affiliate marketing
at any time, thus negating all affiliate sales channels wherever possible.

 We also use email advertising
as a source of new customer generation. In the case of email advertising, we will pay for our advertisement link (picture or text) to
be sent to a third-party publisher's email list. We send our internally created advertisements to the third-party publisher with
a unique tracking link embedded, and the third party publisher manages the entire emailing process. We embed the unique tracking link
to assist us to evaluate the sales performance from each email list. Utilizing this process, we neither participate in the transmission
of the actual emails nor do we have access to the potential customer's email.

 We also utilize email lead generation
to attract potential new customers. In this scenario, we may spend advertising dollars on a campaign that acquires new customer email
leads. These leads typically review free articles or content online that we publish and offer the opportunity for the reader to join our
emailing list to receive more information.

 In the case of each of our advertising campaigns,
since our campaigns historically have been digitally driven, we use various forms of multimedia, including video, audio, and imagery.
Depending on the platform and placement (mobile/tablet/desktop), the advertising content will vary. For example, in the case of Facebook,
we will use video with audio to present the product in a detailed and explanatory way. We recognize that our product is not generally
known, and typically our customers must be educated on what the product does prior to acquiring a purchase from them. Our Lifestyle Blueprint
is digitally delivered by us. We have engaged Argo Marketing Group, Inc. to provide customer relations services for us in connection with
sales of our products. We agreed to pay the company various initial and additional set up fees, customer services fees tiered to the weekly
minutes, per transaction fees for email resolutions or return processing and chargeback management, among other fees. The initial term
of the agreement was for one year, with automatic one-year renewals unless either party provides a 30 day written notice of non-renewal.
The agreement may be terminated by Argo Marketing Group, Inc. for non-payment, in the event of our bankruptcy or insolvency and by either
party upon a breach or without cause. Mr. Mannine, our chief executive officer, has personally guaranteed our obligations under this agreement.

 We believe our relationships
with our supplement supplier and the third-party providers we utilize for fulfillment and customer service are good. However, while we
believe we can replace the third-party providers for fulfillment and customer service with comparable companies at similar costs to us,
a disruption in the relationship with our supplement supplier would materially impact our business until such time as we were able to
establish a relationship with an alternative supplier.

 We terminated our relationship
with Argo Marketing Group, Inc. after third quarter 2020.

 Competitors

 We seek to compete with a number
of larger, more established companies that provide health and wellness content and market nutritional supplements, including Nutrisystem,
Inc. (NasdaqGS: NTRI), Medifast, Inc. (NYSE: MED) and Weight Watchers International, Inc. (NYSE: WTW), as well as privately held Virta
Health Corp. and television and media personality Dr. Axe. In addition, while we do not offer products targeted to customers with type
1 diabetes, some of our competitors target customers with both type 1 and type 2 diabetes. All of these potential competitors have greater
brand awareness and financial resources that we do. While we are seeking to compete by focusing on our niche proprietary content, we do
not presently have the financial resources available to us to effectively market our company on a large scale or to develop new products
to quickly respond to a marketplace dominated by well established, well capitalized companies. There are no assurances we will ever establish
brand recognition at a sufficient level to permit us to generate any significant revenues or to effectively compete in our market.

 Information Systems

 Our ecommerce and websites and
our tools and trackers, all of which are based primarily on third-party software customized to meet our business needs, are each hosted
in top tier hosting facilities. These facilities provide redundant network connections, physical and fire security and generator power
back up for the equipment upon which our websites rely and are intended to provide an uninterruptible power supply. Our servers and our
network are monitored 24 hours a day, seven days a week.

 We use a variety of security
techniques to protect our confidential customer data. When our customers place an order or access their account information, we secure
that transaction by using encryption technologies, including transport layer security, or TLS. Our customer data is protected against
unauthorized access by security measures and we engage a variety of industry leading technology providers including VeriSign, CyberSource,
and SecureWorks to further ensure the security of our credit card transactions and the safety of our customers' personal information.

 Intellectual property

 We currently rely on a combination
of trade secret laws and restrictions on disclosure to protect our intellectual property rights. Our success depends on the protection
of our proprietary rights as well as our ability to operate without infringing on the proprietary rights of others. We utilized the unregistered
brand name "Constitutional Health" in our business. We have been granted a limited non-transferrable, royalty-free license
by NatureX Inc. to utilize the trademark "Glucevia " for so long as we continue to acquire its fraxinus excelsior seed
extract which is a component of our DWD nutritional supplements.

 We also own the domain name www.vynleads.com,
together with a number of additional domain name considerations which we may use in future periods. However, as with phone numbers, we
do not have and cannot acquire any property rights in an Internet address. The regulation of domain names in the United States and in
other countries is also subject to change. Regulatory bodies could establish additional top-level domains, appoint additional domain name
registrars or modify the requirements for holding domain names. As a result, we might not be able to maintain our domain names or obtain
comparable domain names, which could harm our business.

 Government regulation

 Our industry is subject to federal,
state and other governmental regulations. Certain federal and state agencies, such as the FTC, regulate and enforce such laws relating
to advertising, disclosures to consumers, privacy, consumer pricing, and billing arrangements and other consumer protection matters. A
determination by a federal or state agency, or a court, that any of our practices do not meet existing or new laws or regulations could
result in liability, adverse publicity and restrictions on our business operations. The FTC has in the past instituted enforcement actions
against dietary supplement and food companies for false and misleading advertising of some of their products. There are no assurances
that the FTC will not question our advertising claims in the future. An enforcement action brought by a government agency, like the FTC
in the United States, or a class action lawsuit, could adversely affect our reputation and potentially result in significant penalties
and costs, either of which could have a material adverse effect on our results of operations and financial condition.

 Other aspects of our industry
are also subject to government regulation. For example, the manufacturing, labeling, and distribution of food products, including nutritional
supplements, are subject to strict United States Department of Agriculture, or "USDA," and United States Food and Drug Administration,
or "FDA," requirements and food manufacturers are subject to rigorous inspection and other requirements of the USDA and FDA,
and companies operating in foreign markets must comply with those countries' requirements for proper labeling, controls on hygiene,
food preparation and other matters. We rely on our supplement supplier to follow all applicable government regulations. If our supplement
supplier should fail to conform to all applicable regulations, or if federal, state, local or foreign regulation of our industry increases
for any reason, then we may be required to modify or discontinue our supplement offerings which could harm our operating results. Additionally,
remedies available in any potential administrative or regulatory actions may include product recalls and requiring us to refund amounts
paid by all affected customers or pay other damages, which could be substantial.

 Aspects of our industry are also
subject to state regulations. In 1986, California passed The Safe Drinking Water and Toxic Enforcement Act of 1986, which is commonly
known as "Proposition 65." This proposition seeks to prevent businesses from exposing consumers to certain toxins, including
lead, arsenic, and PCBs, without providing a warning. Because Proposition 65 did not set a safe harbor limit for reproductive health and
PCBs, all products containing even trace amounts of PCBs require a specific warning label. In addition, for any food or nutritional supplements
containing over 0.09 micrograms per day of PCBs, the state-mandated warning label is expanded to include an additional cancer warning.
While at this time, the supplements we marked and sell do not contain the ingredients to require Proposition 65 disclosure, it is possible
in the future other supplements we may market and sell will require the warning labels. It is also possible at additional states will
also enact legislation which could require us to change the type of nutritional supplements or other products we market or discontinue
offering certain products and services if the estimated cost of compliance outweighs the potential revenues.

 Laws and regulations directly
applicable to communications, operations or commerce over the Internet such as those governing intellectual property, privacy, libel,
and taxation, are becoming more prevalent and some remain unsettled. If we are required to comply with new laws or regulations or new
interpretations of existing laws or regulations, or if we are unable to comply with these laws, regulations or interpretations, our business
could be adversely affected. Future laws or regulations, including laws or regulations affecting our marketing and advertising practices,
relations with consumers, employees, service providers, or our services and products, may have an adverse impact on us.

 Employees

 At March 24, 2025, we had one
employee including our chief executive officer.

 ITEM 1A. RISK FACTORS

 The effects of the
COVID-19 pandemic, including actions taken by businesses and governments, have adversely affected the global economy, disrupted global
supply chains and created significant volatility in the financial markets. As a result, there has been a significant reduction in demand
for our products and services. If the reduced demand continues for a prolonged period, the Company's business, financial condition,
results of operation and liquidity may be materially and adversely affected. The Company's operations also may be adversely affected
if significant portions of the Company's workforce are unable to work effectively due to illness, quarantines, government actions
or other restrictions in connection with future waves of COVID-19 pandemic.

 The extent to which
the COVID-19 pandemic adversely affects the Company's business, financial condition, results of operation and liquidity will depend
on future developments, which are uncertain and cannot be predicted. These future developments include, but are not limited to, the scope
and duration of the COVID-19 pandemic and actions taken by governmental authorities and other third parties in response to the pandemic.
Disruptions and/or uncertainties related to the COVID-19 pandemic for a sustained period of time could result in delays or modifications
to the Company's strategic plans and initiatives and hinder the Company's ability to achieve its strategic goals.

 ITEM 1B. UNRESOLVED STAFF
COMMENTS

 None.

 ITEM
1C. CYBERSECURITY

 Risk Management and Strategy

 Management has established policies and processes
to identify, analyze, mitigate, and manage cybersecurity risks relevant to our platform, and has integrated these processes into the Company's
overall risk management processes. Various types of risks are considered, including, but not limited to, fraud, technological, compliance,
and vendor risks. Our program for assessing, identifying, and managing material risks from cybersecurity threats includes the following
key controls:

 •
 To protect our systems and applications, we maintain endpoint security protection on all
employee laptops and desktops, including industry-standard firewalls, monitoring, and intrusion detection practices.

 •
 We require multi-factor authentication to access our critical systems and applications.

 •
 We employ strong password standards for our systems and applications. We also employ firewalls
across our infrastructure to guard against threats.

 •
 We provide ongoing security training to our employees and contractors about information security
policies and practices, including phishing simulations.

 •
 Our process for managing third-party risk includes security assessments of key third-party
service providers before entering into or renewing business with them or granting them access to our data or information systems. Additionally,
we impose contractual restrictions on these providers based on their risk profile.

 •
 We maintain enterprise-wide policies and procedures for reporting and managing security incidents,
including prompt reporting of all incidents. We perform incident response simulations on at least an annual basis.

 As of the date of this report, we have not experienced
any cybersecurity incidents that have materially affected us, including our business strategy, results of operations, or financial condition. For
certain risks from cybersecurity threats that may materially affect our business strategy, results of operations, or financial condition,
see Item 1A, "Risk Factors," including the section titled, "If our security measures or information we collect and maintain
are compromised or publicly exposed, customers may curtail or stop using our service, and we could be subject to claims, penalties, and
fines.

 Governance

 Our Board of Directors is responsible for
monitoring and assessing strategic risk exposure, and our executive officer is responsible for the day-to-day management of the material
risks we face. Our Board administers its cybersecurity risk oversight function directly as a whole.

 ITEM 2. PROPERTIES

 We do not own any real estate
or other properties.

 ITEM 3. LEGAL PROCEEDINGS

 In 2016 we engaged
a third party to provide certain promotional services to us in connection with our business, including the use of his name and appearance,
under the terms of a five-year agreement. As compensation, we agreed to use our commercially reasonable efforts to promote and sell a
book authored by him and to pay him, as a royalty, a percentage of the sales of the book, after deductions for all direct costs of fulfilling
such sales. During 2017 the third party initiated a series of informal claims and filed unauthorized uniform commercial code (UCC) financing
statements in several states against us and certain of our officers, directors, and founders, alleging non-payment of the royalty amounts.
We dispute all claims by the third party and believe that all royalty amounts due him have been paid in full. We are no longer selling
the book authored by him. We have succeeded in removing certain of the UCC liens and we are pursuing actions to remove the remaining unauthorized
UCC lien.

 ITEM 4. MINE SAFETY DISCLOSURES

 Not Applicable.

 ITEM 5. MARKET FOR REGISTRANT'S
COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Market Information

 Our common stock is traded but
the market is limited and sporadic. It is listed on OTCQB with the symbol of VYND. As of March 24, 2025 the price is $0.50

 Holders

 We have 51 stockholders of record
holding 18,327,364 shares of our common stock as of March 24, 2025.

 Dividends

 We have not declared dividends
on our common stock and do not anticipate paying dividends on our common stock in the foreseeable future. We anticipate that any funds
available for payment of dividends will be re-invested into the Company to further its business strategy.

 Recent Sales of Unregistered Securities

 None.

 Issuer Purchase of Securities

 None

 ITEM 6. SELECTED FINANCIAL
DATA

 Not applicable to smaller reporting
companies.

 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATION.

 The following discussion
should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this annual report. The
following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ
materially from those discussed in the forward-looking statements. Our audited financial statements are stated in United States Dollars
and are prepared in accordance with the United States Generally Accepted Accounting Principles.

 Management's Discussion
and Analysis of Financial Condition and Results of Operations included in this report discusses the Company's financial condition
and results of operations as of and for 2024 and 2023.

 Results of Operations

 The Company has incurred
losses since inception resulting in an accumulated deficit of $2,785,530 as of December 31, 2024. Our financial statements have been prepared
assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization
of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

 We will require additional
capital to meet our short and long term operating requirements. We expect to raise additional capital through, among other things, the
sale of equity securities.

 Fiscal year ended December
31, 2024 compared to the year fiscal ended December 31, 2023

 Revenues

 Revenues for 2024
were $0, a decrease of $0, or 0%, from $0 in 2023.

 Costs and Expenses

 Total costs and operating expenses
increase 3,513, or 1.49%, to $239,239 in 2024 from $235,726 in 2023. The increase in operating costs and expenses was due to an increase
in back office support as operations begin to ramp up.

 Cost of revenue decreased $20,677,
or 58.13%, to 14,893 in 2024 compared to $35,570 in 2023. Our cost of revenue includes the cost of the supplements we sell as well as
shipping and handling costs for shipments to customers, merchant processing fees, call center support, and order processing.

 Selling, general and
administrative expenses increased $24,190 or 12.09%, to $224,346 in 2024 from $200,156 in 2023. The increase in SG&A is principally
attributable to increases in consulting and accounting expenses, legal expenses, office expenses and general expenses.

 Net Loss

 Our net loss for the
year ended December 31, 2024 was $261,192 compared to $263,437 for the year ended December 31, 2023.

 Liquidity and capital resources

 Liquidity is the ability of a company to
generate sufficient cash to satisfy its needs for cash. The following table summarizes our total current assets, total current liabilities
and working capital deficit at December 31, 2024 as compared to December 31, 2023.

 2024

 2023

 Total current assets

 $
 87,203

 $
 36,405

 Total current liabilities

 $
 314,568

 $
 805,331

 Working capital deficit

 $
 (227,365
)

 $
 (768,926
)

 The reduction in total
current assets between the periods primarily reflects a reduction in cash and prepaid expense. The increase in total current liabilities
reflects an increase in notes payable, accounts payable, and accrued expenses. We do not have any capital commitments and do not have
any external sources of working capital available.

 Going concern and management's
liquidity plans

 The COVID-19 pandemic
has materially and adversely impacted the U.S. economy and financial markets, with legislative and regulatory responses including unprecedented
monetary and fiscal policy actions across all sectors, and there is significant uncertainty as to timing of stabilization and recovery.
The extent of the COVID-19 impacts will depend on future actions and outcomes, which are highly uncertain and cannot be predicted with
confidence, including the scope, severity and duration of the outbreak, the short-term and long-term economic impact of the outbreak (including
the effect on advertising activity, consumer discretionary spending and our employees), and the actions taken to mitigate the impact of
the virus, and the pace of economic and financial market recovery when the COVID-19 pandemic subsides, among others.

 We have experienced
recurring operating losses and negative operating cash flows, and have financed our recent working capital requirements primarily through
the issuance of notes payable. During the years ended December 31, 2024 and 2023, we have reported net losses of $261,192 and $263,437,
respectively. As of December 31, 2024, our working capital was a deficit of $227,365, our accumulated deficit was $2,785,530, and we had
negative cash flows from operations of $112,390. These factors, among others, raise substantial doubt about our ability to continue as
a going concern. Our Financial Statements do not include any adjustments that might result from the outcome of this uncertainty. The accompanying
Financial Statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. There are no assurances we will be successful in our efforts to report profitable operations
or to continue as a going concern, in which event investors would lose their entire investment in our company.

 Our ability to continue
to grow our business is dependent upon our ability to raise additional sufficient capital to fund our operating expenses, including advertising,
until such time, if ever, that we are able to report profitable operations, as well as for our short-term and long-term growth plans.
We do not generate operating income and we are presently relying on cash we receive from the holdback receivable to pay our operating
expenses. Our management estimates that we require approximately $5,500,000 in additional working capital during the next 12 months in
order to meet our current business objectives, including the development of new indicators for our Lifestyle Blueprint platform, the addition
of print versions of our DWD Protocol, expanding our supplement product line and additional subscription content offerings for our customers.
This additional working capital is also necessary to fund increases in our advertising and marketing costs, costs associated with the
development of additional infrastructure to support our expected growth, as well as funds to pay our operating expenses and general working
capital. We currently do not have any firm commitments to provide any additional capital to us. There are no assurances we will be successful
in securing the additional capital necessary to grow our company and pay our operating expenses. Any delay in raising sufficient funds
could adversely impact our ability to continue to increase our revenues in future periods. In addition, if we are unable to raise the
necessary additional working capital, we may be forced to reduce certain operating expenses in an effort to conserve our working capital
which will adversely impact our revenues and results of operations in future periods and there are no assurances we could continue as
a going concern.

 Summary of cash flows

 2024

 2023

 Net cash used in operating activities

 $
 (112,390
)

 $
 (144,768
)

 Net cash provided by investing activities

 $
 —

 $
 —

 Net cash provided by financing activities

 $
 166,865

 $
 158,778

 The decrease in cash used in
our operating activities in 2024 as compared to 2023 is due to a decrease in accounts payable and decrease in the holdback receivable.

 There was no net cash provided
by or used in investing activities during 2024 and 2023.

 Net cash provided
by financing activities during 2024 and 2023 reflects proceeds from notes payable and proceeds from the issuance of common stock.

 Commitments and Contingencies

 Information regarding our Commitments
and Contingencies is contained in Note 8 to the Financial Statements.

 Off-Balance Sheet Arrangements

 We have not entered
any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes
in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be
considered material to investors.

 Critical Accounting Policies
and Estimates

 Our financial statements have
been prepared in conformity with U.S. GAAP and are based upon certain critical accounting policies. These policies may require management
to make estimates, judgments and assumptions that we believe are reasonable based on our historical experience, contract terms, observance
of known trends in our Company and the industry as a whole, and information available from other outside sources. Our estimates affect
the reported amounts of assets and liabilities and related disclosures of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expense during the reporting period. Actual results may differ from those initial estimates.
Our significant accounting policies are more fully described in Note 3 of the Financial Statements.

 Revenue recognition –
Our product revenues are generated through online channels, in which customers provide their credit and/or debit cards for processing
payments to purchase our products and services. The credit cards go through various checks and balances to ensure these are valid charges.
We use our judgment in various ways including: that the payment is valid if it is approved by the various credible checks in place by
the online banking systems, we have engaged with to complete each transaction. In some cases, the banking partners in place will address
charges as invalid or fraudulent, due to a lost credit card, or related, and can redress payments issued for up to 12 months or longer.
These adjustments are typically done via chargebacks. Every transaction is tracked, but we are unable to ever completely verify a valid
transaction. Beyond that, there are also estimated elements of when a consumer "changes their mind" on sale transactions and
leveraging their banking relationships to chargeback the transaction. (Also known as friendly fraud in the space.) In addition to these
elements and judgements, there is the case of all of our products having a 60-day money-back guarantee. In some cases, customers will
take advantage of this system to use our digital services and products for 1-59 days, then decide to request a refund. As these and future
events and their effects of these revenue-impacting elements cannot be determined with complete precision, actual results could differ
from these estimates and assumptions, and those differences could be material to the Financial Statements.

 Holdback Receivables –
Since a primary source of our income is generated through online channels, in which a merchant account and merchant bank relationship
is developed, we naturally must account for holdback receivables. These merchant banks require "holdbacks," based on the level
of risk associated to a specific business or merchant account. In our case, to ensure we can continue processing credit/debit card sales
online, our merchant bank requires them to holdback a percentage of that receivable money as a guarantee. The money they hold back is
held in their accounts as a 'reserve.' They are able to hold a percentage of our monies based on our receivables. We use our
judgment in various ways including: we believe the merchant bank will honor their agreement, and release funds based on what is agreed
upon in our merchant agreement. We also believe they will continue to operate as expected and allow us to process sales and transactions
accordingly. We also expect our partner merchant bank to be truthful and honorable should we close our accounts and request our monies
to be released, in which they are able to hold those funds for upwards of 12 months to cover refunds, chargebacks, and related processing
fees. As these and future events and their effects of these holdback receivable elements cannot be determined with complete precision,
actual results could differ from these estimates and assumptions, and those differences could be material to the Financial Statements.

 Income Taxes – The
provision for income taxes includes federal, state, local and foreign taxes. Income taxes are accounted for under the liability method.
Deferred tax assets and liabilities are recognized for the estimated future tax consequences of temporary differences between the financial
statement carrying amounts and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected
to apply to taxable income in the year in which the temporary differences are expected to be recovered or settled. We evaluate the realizability
of our deferred tax assets and establish a valuation allowance when it is more likely than not that all or a portion of deferred tax assets
will not be realized.

 Emerging Growth Company

 We are an "emerging
growth company," as defined in the Jumpstart Our Business Startups Act of 2012, or the "JOBS Act", and we are permitted
to take advantage of certain exemptions from various public company reporting requirements, including not being required to have our internal
controls over financial reporting audited by our independent registered public accounting firm pursuant to Section 404 of the Sarbanes-Oxley
Act of 2002, or the "Sarbanes-Oxley Act", reduced disclosure obligations regarding executive compensation in our periodic
reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and
any golden parachute payments. We may take advantage of these exemptions until we are no longer an "emerging growth company."
In addition, the JOBS Act provides that an "emerging growth company" can delay adopting new or revised accounting standards
until such time as those standards apply to private companies.

 We have elected to
use the extended transition period for complying with new or revised accounting standards under the JOBS Act. This election allows us
to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until
those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies
that comply with public company effective dates.

 We could remain an emerging growth
company for up to five years, or until the earliest of:

 •

 the last day of the first fiscal year in which our annual gross revenues exceed $1.07 billion;

 •

 the date that we become a "large accelerated filer" as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, or the "Exchange Act", which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter; or

 •

 the date we have issued more than $1 billion in non-convertible debt during the preceding three-year period.

 As of December 31 2024,
the Company is no longer be under the 5 year transition period and is no longer be considered an emerging growth company. References herein
to "emerging growth company" have the meaning associated with that term in the JOBS Act.

 ITEM 7A. QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 Not applicable to smaller reporting
companies.

 ITEM 8. FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA.

 Page No.

 Report of Independent Registered Public Accounting Firm (PCAOB ID # 5036)

 Balance Sheets at December 31, 2024 and 2023

 Statements of Operations for the Years Ended December 31, 2024 and 2023

 Statements of Stockholders' Deficit for the Years Ended December 31, 2024 and 2023

 Statements of Cash Flows for the Years Ended December 31, 2024 and 2023

 Notes to the Financial Statements for the Years Ended December 31, 2024 and 2023

 REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

 To the Board of Directors and

Stockholders of Vynleads, Inc.

 Opinion on the Financial Statements

 We have audited the accompanying balance sheets
of Vynleads, Inc. (the Company) as of December 31, 2024 and 2023, and the related statements of operations, stockholders' deficit,
and cash flows for each of the years in the two-year period ended December 31, 2024, and the related notes (collectively referred to as
the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of
the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the two-year
period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

 Explanatory Paragraph – Going Concern

 The accompanying financial statements have been
prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has
experienced recurring operating losses since inception and negative cash flows from operations and has financed its recent working capital
requirements primarily through the issuance of debt. These factors raise substantial doubt about the Company's ability to continue as
a going concern. Management's plans in regard to these matters are described in Note 2. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

 Basis for Opinion

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

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

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

 Critical Audit Matters

 The critical audit matters communicated below
are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to
the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our
especially challenging, subjective, or complex judgments.

 We did not identify critical audit matters that
need to be communicated.

 We have served as the Company's auditor since 2022.

 Assurance Dimensions

 Margate, Florida

 March 24, 2025

 Balance Sheets

 As of December 31, 2024 and
December 31, 2023

 December 31, 2024

 December 31, 2023

 ASSETS

 Current Assets:

 Cash

 $
 68,988

 $
 14,513

 Accounts receivable

 —

 —

 Holdback receivable from merchant, net of reserve for refunds of $58 and $58, respectively

 9,434

 13,411

 Prepaid expenses and other current assets

 8,781

 8,481

 Total current assets

 87,203

 36,405

 Total assets

 $
 87,203

 $
 36,405

 LIABILITIES AND STOCKHOLDERS' DEFICIT

 Current Liabilities:

 Accounts payable and accrued expenses

 $
 233,800

 $
 277,524

 Notes payable

 80,768

 487,807

 Notes payable – related party

 —

 40,000

 Total current liabilities

 314,568

 805,331

 Total liabilities

 314,568

 805,331

 Commitments and contingencies (See Note 8)

 —

 —

 Stockholders' deficit:

 Preferred stock; $ 0.0001 par value; 5,000,000 shares authorized, no shares issued and outstanding, respectively

 —

 —

 Common stock; $ 0.0001
 par value; 50,000,000
 shares authorized; 18,327,364
 and 11,599,830 shares issued and outstanding, respectively

 1,833

 1,160

 Additional paid-in capital

 2,556,332

 1,754,252

 Accumulated deficit

 ( 2,785,530
)

 ( 2,524,338
)

 Total stockholders' deficit

 ( 227,365
)

 ( 768,926
)

 Total liabilities and stockholders' deficit

 $
 87,203

 $
 36,405

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

 Statements of Operations

 For the years ended December
31, 2024 and December 31, 2023

 For the years ended

 2024

 2023

 Revenues, net of refunds and chargebacks

 $
 —

 $
 —

 Cost and Expenses

 Cost of revenue

 14,893

 35,570

 Gross Loss

 $
 ( 14,893
)

 $
 ( 35,570
)

 Operating Expenses

 Selling, general and administrative expense

 224,346

 200,156

 Total Operating Expenses

 224,346

 200,156

 Loss from Operations

 ( 239,239
)

 ( 235,726
)

 Other Income (Expense) from operations

 Gain on settlement of credit card liability

 4,717

 —

 Interest expense

 ( 24,055
)

 ( 25,941
)

 Net Loss before provision for income taxes

 ( 258,577
)

 ( 261,667
)

 Income Taxes

 ( 2,615
)

 ( 1,770
)

 NET LOSS

 $
 ( 261,192
)

 ( 263,437
)

 NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS

 $
 ( 0.02
)

 $
 ( 0.02
)

 NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS: BASIC AND DILUTED:

 $
 ( 0.02
)

 $
 ( 0.02
)

 WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING: BASIC

 12,785,055

 11,599,830

 WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING: DILUTED

 12,785,055

 11,599,830

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

 Statements of Stockholders'
Deficit

 For the Years Ended December
31, 2024 and 2023

 Additional

 Total

 Common Stock

 Paid-In

 Accumulated

 Stockholders'

 Shares

 Amount

 Capital

 Deficit

 Deficit

 Balance at December 31, 2022

 11,599,830

 $
 1,160

 $
 1,624,252

 $
 ( 2,260,901
)

 $
 ( 635,489
)

 In Kind Contribution of Services

 —

 —

 —

 Net Loss

 —

 —

 —

 ( 263,437
)

 ( 263,437
)

 Balance at December 31, 2023

 11,599,830

 $
 1,160

 $
 1,754,252

 $
 ( 2,524,338
)

 $
 ( 768,926
)

 In Kind Contribution of Services

 —

 —

 —

 Issuance of common stock for cash

 1,000,000

 99,900

 —

 Conversion of convertible debt to common stock

 5,727,534

 572,180

 —

 572,753

 Net Loss

 —

 —

 —

 ( 261,192
)

 ( 261,192
)

 Balance at December 31, 2024

 18,327,364

 $
 1,833

 $
 2,556,332

 $
 ( 2,785,530
)

 $
 ( 227,365
)

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

 Statements of Cash Flows

 For the years ended December
31, 2024 and 2023

 For the Years Ended

 2024

 2023

 Cash flows from operating activities:

 Net loss

 $
 ( 261,192
)

 $
 ( 263,437
)

 Adjustments to reconcile net loss to net cash flows used in operating activities

 In kind contribution of services

 Gain on settlement of credit card liability

 ( 4,717
)

 —

 Changes in operating assets and liabilities and other, net

 23,519

 ( 11,331
)

 Net cash flows used in operating activities

 ( 112,390
)

 ( 144,768
)

 Cash flows from financing activities:

 Proceeds from notes payable

 70,000

 140,000

 Proceeds from notes payable – related party

 —

 Repayment of notes payable

 ( 3,135
)

 ( 6,222
)

 Proceeds from issuance of common stock

 —

 Net cash flows provided by financing activities

 166,865

 158,778

 Net increase (decrease) in cash

 54,475

 14,010

 Cash at beginning of year

 14,513

 Cash at end of year

 $
 68,988

 $
 14,513

 Supplemental disclosure of cash flow information:

 Income taxes paid

 $
 2,615

 $
 1,770

 Non-cash Conversion of notes payable and accrued interest to common stock

 $
 572,180

 $
 —

 Interest paid

 $
 24,055

 $
 25,941

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

 FOR THE YEARS ENDED DECEMBER
31, 2024 AND 2023

 1. Business

 Vynleads, Inc. ("Vynleads")
was incorporated as a Delaware corporation on July 15, 2015. We are a provider of health and wellness information principally targeted
to people who are pre-diabetes or who have type 2 diabetes. We provide information to our customers who are seeking to make healthy choices
by providing clear, generic blueprints, education, resources, and support. Our core product is our proprietary Lifestyle Blueprint, a
digital guide that provides dietary recommendations for a very low calorie eight-week diet together with information focusing on what,
how and how much a person eats, nutritional information and how a person's body does and does not use food to enable our customers
to continue leading a more successful lifestyle. We also offer nutritional supplements and monthly subscriptions to our proprietary newsletter
which covers a wide variety of healthy living-related topics.

 Our corporate headquarters are
located in Rock Hill, South Carolina.

 2. Going Concern

 Our financial statements have
been presented on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course
of business. Since July 15, 2015, the date of our inception, we have experienced recurring operating losses and negative operating cash
flows, and have financed our recent working capital requirements primarily through the issuance of debt. During the years ended December
31, 2024 and 2023, we have reported net losses of $ 261,192 and $ 263,437, respectively. As of December 31, 2024, our working capital deficit
was $ 227,365, our accumulated deficit was $ 2,785,530, and we had cash used in operations of $ 112,390. As a result, management believes
that there is substantial doubt about our ability to continue as a going concern.

 Despite our current sales, expense,
cash flow projections, and aggregate cash and holdback receivable from our merchant, net of reserve for refunds, of $ 9,434, we will require
substantial funds to expand service and product offerings into additional areas, market and promote our services and product offerings;
and develop and grow our infrastructure and corporate organization. Our capital requirements depend on numerous factors, including but
not limited to our ability to generate sufficient revenues to pay our operating expenses.

 Our ability to meet our current
and projected obligations depends on our ability to generate sufficient sales and to control expenses and will require that we seek additional
capital through private and/or public financing sources. There can be no assurances that we will achieve our forecasted financial results
or that we will be able to raise additional capital to operate our business. Any such failure would have a material adverse impact on
our liquidity and financial condition and could force us to curtail or discontinue operations entirely and could require us to file for
protection under bankruptcy laws. These conditions raise substantial doubt as to our ability to continue as a going concern. The financial
statements do not include any adjustments that might result from the outcome from this uncertainty.

 3. Summary of Critical Accounting
Policies

 Accounting Principles

 The financial statements and
accompanying notes are prepared in accordance with U.S. generally accepted accounting principles ("GAAP").

 Use of Accounting Estimates

 The preparation of financial
statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported
amounts of revenue and expenses during the reporting period. We believe that judgment is involved in determining our reserve for refunds,
our holdback reserve, and valuation of stock-based compensation. We evaluate our estimates and assumptions as facts and circumstances
dictate. As future events and their effects cannot be determined with precision, actual results could differ from these estimates and
assumptions, and those differences could be material to the Financial Statements.

 Cash

 Cash includes cash on hand, is
deposited at one area bank and may exceed federally insured limits at times. We consider all highly liquid investments with a maturity
of three months or less when purchased to be cash equivalents. The carrying amounts reported in the balance sheets for cash and cash equivalents
approximate their fair value.

 Holdback Receivable

 Holdback receivable includes
a merchant holdback net of a reserve for returns, which reserve is $ 58 and $ 58 as of December 31, 2024 and 2023, respectively.

 Revenue Recognition

 The Company accounts for revenue
in accordance with Accounting Standard Codification ("ASC") Topic 606. Revenues are recognized when the Company satisfies
a performance obligation by transferring control of the promised goods or services to our customers at a point in time, in an amount specified
in the contract with our customer and that reflects the consideration the Company expects to be entitled to in exchange for those goods
or services. The Company also assesses our customer's ability and intention to pay, which is based on a variety of factors including
our customer's historical payment experience and financial condition.

 We generate revenues primarily
from (i) internet content subscriptions and (ii) sales of nutritional supplements. Revenues are recognized upon the acceptance of subscription
membership or shipment of nutritional supplements, provided that an order has been received or a contract executed, there are no uncertainties
regarding customer acceptance, the sales price is fixed or determinable and collection is deemed reasonably assured. If uncertainties
regarding customer acceptance exist, we recognize revenues when those uncertainties are resolved, and title has been transferred to the
customer. Amounts collected or billed prior to satisfying the above revenue recognition criteria are recorded as deferred revenue.

 There was no revenue for the
years ended years ended December 31, 2024 and 2023.

 Shipping and Handling Costs

 We include shipping and handling
fees billed to customers as revenue and shipping and handling costs for shipments to customers as cost of revenue.

 Loss Per Share

 Basic loss per common share is
computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted loss per common share
is based upon the weighted-average common shares outstanding during the period plus additional weighted-average common equivalent shares
outstanding during the period. Common equivalent shares result from the assumed exercise of outstanding stock options and warrants, the
proceeds of which are then assumed to have been used to repurchase outstanding common stock using the treasury stock method. In addition,
the numerator is adjusted for any changes in income (loss) that would result from the assumed conversion of potential shares. Potentially
dilutive shares, which were excluded from the diluted loss per share calculations because the effect would be antidilutive or the options
and warrants exercise prices were greater than the average market price of the common shares, were 100,000 shares for the years ended
December 31, 2024 and 2023.

 Income Taxes

 The provision for income taxes
includes federal, state, local and foreign taxes. Income taxes are accounted for under the liability method. Deferred tax assets and liabilities
are recognized for the estimated future tax consequences of temporary differences between the financial statement carrying amounts and
their respective tax bases.

 Deferred tax assets and liabilities
are measured using enacted tax rates expected to apply to taxable income in the year in which the temporary differences are expected to
be recovered or settled. We evaluate the realizability of our deferred tax assets and establish a valuation allowance when it is more
likely than not that all or a portion of deferred tax assets will not be realized.

 We account for uncertain tax
positions using a "more-likely-than-not" threshold for recognizing and resolving uncertain tax positions. The evaluation of
uncertain tax positions is based on factors including, but not limited to, changes in tax law, the measurement of tax positions taken
or expected to be taken in tax returns, the effective settlement of matters subject to audit, new audit activity and changes in facts
or circumstances related to a tax position. We evaluate this tax position on a quarterly basis. We also accrue for potential interest
and penalties, if applicable, related to unrecognized tax benefits in income tax expense.

 Stock-Based Compensation

 We account for stock-based instruments
issued to employees and non-employees for services in accordance with Accounting Standard Codification ("ASC") Topic 718.

 Stock-based compensation is measured
at the grant date based on the estimated fair value of the award and is recognized as an expense over the requisite service period. Accordingly,
the Black-Scholes option pricing model is utilized to derive an estimated fair value.

 The Black-Scholes pricing model
requires the consideration of the following six variables for purposes of estimating fair value:

 •

 the stock option exercise price;

 •

 the expected term of the option;

 •

 the grant date price of our common stock, which is issuable upon exercise of the option;

 •

 the expected volatility of our common stock;

 •

 the expected dividends on our common stock (we do not anticipate paying dividends in the foreseeable future); and

 •

 the risk-free interest rate for the expected option term.

 Expected Dividends. We
have never declared or paid any cash dividends on any of our capital stock and do not expect to do so in the foreseeable future. Accordingly,
we use an expected dividend yield of zero to calculate the grant-date fair value of a stock option.

 Expected Volatility. The
expected volatility is a measure of the amount by which our stock price is expected to fluctuate during the expected term of options granted.
We determine the expected volatility solely based upon the historical volatility of our common stock over a period commensurate with the
option's expected term. We do not believe that the future volatility of our common stock over an option's expected term is
likely to differ significantly from the past.

 Risk-Free Interest Rate. The
risk-free interest rate is the implied yield available on U.S. Treasury zero-coupon issues with a remaining term equal to the option's
expected term on the grant date.

 Expected Term. For option
grants subsequent to the adoption of the fair value recognition provisions of the accounting standards, the expected life of stock options
granted is based on the actual vesting date and the end of the contractual term.

 Grant Date Price of Common
Stock. The closing market price of our common stock on the date of grant.

 Fair Value of Financial Instruments

 We follow Accounting Standards
Codification 820-10 ("ASC 820-10"), "Fair Value Measurements and Disclosures," for fair value measurements.
ASC 820- 10 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.
The standard provides a consistent definition of fair value, which focuses on an exit price, which is the price that would be received
to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The standard
also prioritizes, within the measurement of fair value, the use of market-based information over entity specific information and establishes
a three-level hierarchy for fair value measurement based on the nature of inputs used in the valuation of an asset or liability as of
the measurement date.

 The hierarchy established under
ASC 820-10 gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and
the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under ASC 820-10 are described below:

 Level 1 - Pricing inputs are
quoted prices available in active markets for identical investments as of the reporting date. As required by ASC 820-10, we do not adjust
the quoted price for these investments, even in situations where we hold a large position and a sale could reasonably impact the quoted
price.

 Level 2 - Pricing inputs are
quoted prices for similar investments, or inputs that are observable, either directly or indirectly, for substantially the full term through
corroboration with observable market data. Level 2 includes investments valued at quoted prices adjusted for legal or contractual restrictions
specific to these investments.

 Level 3 - Pricing inputs are
unobservable for the investment, that is, inputs that reflect the reporting entity's own assumptions about the assumptions market
participants would use in pricing the asset or liability. Level 3 includes investments that are supported by little or no market activity.

 The carrying amounts of our cash,
holdback receivable, prepaid expense and other current asset, accounts payable and accrued expenses approximate their fair values due
to their short-term maturities as of December 31, 2024 and 2023.

 Recent Accounting Pronouncements

 In November 2023, the FASB issued
ASU No. 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures". The amendments improve reportable
segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The ASU is effective for the
annual reporting periods beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024 with
early adoption permitted and can be applied on either a prospective or retroactive basis. The Company does not believe the adoption of
this guidance will have a material effect on its Consolidated Financial Statements and segment disclosures.

 4. Related Party Transactions

 On March 16, 2021, the Company
executed a note payable to Mr. Sergei Stetsenko, a member of our Board of Directors, in the amount of $ 15,000, interest accrues at 5 %
per annum, unsecured, and due after six months of execution, or the date in which the Company secures one million dollars in total investment
capital, whichever occurs first. Mr. Sergei Stetsenko signed a conversion agreement effective October 31, 2024. The principal balance
of $ 15,000 and accrued interest of $ 2,725 totaling $ 17,725 converted to 177,246 shares of common stock as of October 31, 2024.

 On June 23, 2023, the Company
executed a note payable to Mr. Sergei Stetsenko, a member of our Board of Directors, in the amount of $ 25,000, interest accrues at 5 %
per annum, unsecured, and due after six months of execution, or the date in which the Company secures one million dollars in total investment
capital, whichever occurs first. Mr. Sergei Stetsenko signed a conversion agreement effective October 31, 2024. The principal balance
of $ 25,000 and accrued interest of $ 1,702 totaling $ 26,702 converted to 267,020 shares of common stock as of October 31, 2024.

 On June 14, 2018, we entered
into an employment agreement with Mr. Mannine pursuant to which he was engaged to serve as our Chief Executive Officer. Mr. Mannine's
compensation includes a grant of 10 year options to purchase 100,000 shares of our common stock at an exercise price of $ 0.225 per share,
which vested upon the effectiveness of the registration statement on December 7, 2018.

 On September 21, 2020, Mr. Mannine
voluntarily agreed to cancel the employment agreement and waive all cash due and any related accruals. During the years ended December
31, 2024 and 2023, $ 130,000 and $ 130,000, respectively, is recorded as in-kind contribution of service provided by Mr. Mannine (See Note
10).

 On May 21, 2018, we entered into
an Amended and Restated Strategic Financing & Corporate Development Agreement with CRG Finance AG (hereinafter "CRG")
which was amended and restated an earlier agreement entered into in October 2017. The Company noted that CRG is affiliated with Mr. Sergei
Stetsenko, who serves as the Chief Executive Officer for CRG and is a board of director for Vynleads. We have engaged this company to
serve as our non-exclusive strategic financing and corporate development services provider and to render certain advice and services to
us as we may reasonably request concerning equity or debt financings, strategic planning, merger and acquisition possibilities, and business
development activities. The scope of services under this agreement also includes introducing us to one or more non-U.S. persons, as that
term is defined in Regulation S under the Securities Act, in connection with possible debt or equity financings or potential lenders.
The initial term of the agreement expired in May 2020, but pursuant to the terms of the agreement, renews automatically for one-year periods
unless notice of non-renewal is provided by either party at least 30 days prior to the renewal term commencement. The agreement was renewed
until May 2023.

 As compensation under the terms of this agreement,
we agreed to pay CRG certain fees for transactions which are consummated during the term of the agreement and for a one year period following
the termination of the agreement, including:

 •

 a fee equal to 7% of the proceeds received by us plus a warrant exercisable into 7% of the shares of our common stock at the offering price of our shares for sales by us of equity or equity-linked securities to non-U.S. Persons introduced to us by CRG;

 •

 a fee equal to 1% of the total gross cash proceeds or non-cash consideration received by us, together with a five year warrant exercisable into 1% of the securities issued or to be issued by us in a business combination with a non-U.S. person first introduced to us by CRG;

 •

 a fee equal to 1% of consideration received by us in any debt financing not convertible into equity, including, but not limited to, a revolving credit line or credit enhancement instrument, including on an insured or guarantee basis, with a non-U.S. Person first introduced to us by CRG; and

 •

 a fee equal to 2% of any revenue-producing contract, fee-sharing arrangement, licensing, royalty or similar agreement with a non-U.S. Person first introduced to us by CRG.

 In addition to the foregoing
fees, we have agreed to reimburse CRG for its pre-approved out-of-pocket expenses it incurs under the terms of the agreement. The agreement
contains customary confidentiality and indemnification provisions.

 5. Income Taxes

 For the year ended December 31,
2024 the provision for income taxes was $ 2,573. For the year ended December 31, 2023 the provision for income taxes was $ 1,770. Deferred
tax assets have been reduced to an amount deemed recoverable from the use of loss carrybacks.

 As of December 31, 2024, we have
net operating loss carryforwards of approximately $ 2.1 million. Our net operating loss carryforwards will be subject to annual limitations,
as discussed above, which could reduce or defer the utilization of the losses as a result of an ownership change as defined in Section
382 of the Internal Revenue Code. Net operating losses of approximately $1.39 million may be carried forward indefinitely subject to limitation.
Net operating losses of approximately $436,712 will begin expiring in 2037. Income taxes amounted to less than the amounts computed by
applying the U.S. Federal income tax rate of 21% to income (loss) before income taxes. The reasons for these differences are:

 Schedule of income tax rate reconciliation

 2024

 2023

 Tax

 Rate

 Tax

 Rate

 Taxes computed at statutory rate

 Federal

 $
 ( 54,682
)

 21.00
 %

 $
 ( 55,294
)

 21.00
 %

 State

 ( 10,285
)

 3.95
 %

 ( 10,335
)

 3.95
 %

 Total taxes at blended statutory rate

 $
 ( 64,967
)

 24.95
 %

 $
 ( 65,629
)

 24.95
 %

 Increase (decrease) resulting from:

 Effect of tax rate change

 —

 0.00
 %

 —

 0.00
 %

 Nondeductible expenses

 32,448

 - 11.99
 %

 2,010

 - 0.74
 %

 Temp difference – true up in NOL carryforward

 1,396

 - 0.52
 %

 2,580

 - 0.96
 %

 State income tax refund

 —

 0.00
 %

 —

 0.00
 %

 Other

 —

 0.00
 %

 —

 0.00
 %

 Change in valuation allowance

 33,696

 - 12.45
 %

 62,809

 - 23.25
 %

 Total income tax (benefit) expense

 $
 ( 2,573
)

 - 0.00
 %

 $
 ( 1,770
)

 - 0.00
 %

 The tax effect of significant components of our deferred
tax assets and liabilities at December 31, 2024 and 2023, are as follows:

 Schedule of deferred tax assets and liabilities

 2024

 2023

 Deferred tax assets:

 Net operating loss carryforward

 $
 519,530

 $
 485,834

 Amortization of intangibles

 6,272

 7,104

 Reserve for refunds

 Stock compensation

 3,774

 3,774

 Charitable contribution carryforward

 3,355

 3,355

 Total deferred tax assets

 532,947

 500,083

 Less: Valuation allowance

 ( 532,947
)

 ( 500,083
)

 Net deferred tax assets

 $
 —

 $
 —

 In assessing the realizability
of deferred tax assets, we consider whether it is more likely than not that some portion or all of the deferred tax assets will not be
realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods
in which those temporary differences become deductible. We consider the scheduled reversal of deferred tax liabilities, projected future
taxable income and tax planning strategies in making this assessment.

 The change in the valuation allowance
reflects an increase of $ 32,864 and $ 61,993 for the year ended December 31, 2024 and 2023.

 6. Notes Payable

 The following table summarizes
notes payable as of December 31, 2024 and 2023:

 Schedule of notes payable

 Type

 Original Amount

 Origination Date

 Maturity Date

 Annual Interest Rate

 Balance at December 31, 2024

 Balance at December 31, 2023

 Note Payable** (a)

 $

 11/18/2019

 5/22/2020

 5 %

 $

 $

 Note Payable (b)

 $

 11/18/2019

 5/22/2020

 5 %

 $
 —

 $

 Note Payable** (c)

 $
 27,000

 05/20/2020

 4/20/2022

 1 %

 $
 5,768

 $
 8,307

 Note Payable (d)

 $

 10/27/2020

 5/1/2021

 5 %

 $
 —

 $

 Note Payable (e)

 $
 19,500

 12/17/2020

 6/21/2021

 5 %

 $
 —

 $
 19,500

 Note Payable (f)

 $

 4/15/2021

 10/18/2021

 5 %

 $
 —

 $

 Note Payable (g)

 $

 5/10/2021

 11/12/2021

 5 %

 $
 —

 $

 Note Payable (h)

 $

 8/4/2021

 2/6/2022

 5 %

 $
 —

 $

 Note Payable (i)

 $

 9/28/2021

 4/2/2022

 5 %

 $
 —

 $

 Note Payable (j)

 $

 12/1/2021

 6/5/2022

 5 %

 $
 —

 $

 Note Payable (k)

 $

 1/26/2022

 7/31/2022

 5 %

 $
 —

 $

 Note Payable (l)

 $

 2/10/2022

 8/15/2022

 5 %

 $
 —

 $

 Note Payable (m)

 $
 40,000

 5/18/2022

 11/20/2022

 5 %

 $
 —

 $
 40,000

 Note Payable (n)

 $

 8/12/2022

 2/14/2023

 5 %

 $
 —

 $

 Note Payable** (o)

 $

 10/20/2022

 4/24/2023

 5 %

 $

 $

 Note Payable (p)

 $

 1/12/2023

 7/17/2023

 5 %

 $
 —

 $

 Note Payable (q)

 $
 60,000

 3/1/2023

 9/3/2023

 5 %

 $
 —

 $
 60,000

 Note Payable (r)

 $

 5/17/2023

 11/19/2023

 5 %

 $
 —

 $

 Note Payable (s)

 $

 10/25/2023

 4/28/2024

 5 %

 $
 —

 $

 Note Payable (t)

 $

 11/22/2023

 5/26/2024

 5 %

 $
 —

 $

 Note Payable (u)

 $

 12/27/2023

 6/30/2024

 5 %

 $
 —

 $

 Note Payable (v)

 $

 2/14/2024

 2/14/2025

 5 %

 $
 —

 $
 —

 Note Payable (w)

 $

 4/15/2024

 4/15/2025

 5 %

 $
 —

 $
 —

 Note Payable (x)

 $

 5/16/2024

 5/16/2025

 5 %

 $
 —

 $
 —

 Note Payable (y)

 $

 10/1/2024

 10/1/2025

 5 %

 $
 —

 $
 —

 Balance

 $
 80,768

 $
 487,807

 Less current portion

 $
 ( 80,768
)

 $
 ( 487,807
)

 Total long-term

 $
 —

 $
 —

 ** Currently in default

 (a)
 On November 18,
2019, the Company executed a note payable to an individual in the amount of $50,000, interest accrues at 5% per annum, unsecured, and
due after six months of execution, or the date in which the Company secures one million dollars in total investment capital, whichever
occurs first. On May 14, 2020 $1,250 of accrued interest was paid.

 (b)
 On November 18,
2019, the Company executed a note payable to an individual in the amount of $25,000, interest accrues at 5% per annum, unsecured, and
due after six months of execution, or the date in which the Company secures one million dollars in total investment capital, whichever
occurs first. This note was converted to equity as of October 31, 2024.

 (c)
 On May 5, 2020,
the Company received loan proceeds in the amount of $27,000 from Bank of America (the "Lender") under the Paycheck Protection
Program ("PPP"). The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act ("CARES Act),
provides for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business.
The loan matures on April 20, 2022 and bears an interest rate of 1.00% fixed per annum, payable monthly commencing on October 20, 2020.
The loan is forgivable if the proceeds are used for eligible purposes. We have used the entire loan amount for qualifying expenses and
the forgiveness is pending the completion of the application. The Company received a $6,250 courtesy credit from the lender on September
15, 2021. As of December 31, 2023 and December 31, 2022, the loan balance was $8,833 and $14,529, respectively. The monthly payment beginning
October 4, 2021 is $3,433. The Company has submitted the application for forgiveness of the PPP Loan in accordance with the terms of
the CARES Act and are in discussions with Bank of America (the lender). During the loan forgiveness process, repayment is temporarily
deferred for borrowers until the SBA remits the final loan forgiveness amount to the lender. If granted full forgiveness, Bank of America
confirmed that interest and penalties would be removed along with the principal of the loan.

 (d)
 On October 27,
2020, the Company executed a note payable to an individual in the amount of $10,000, interest accrues at 5% per annum, unsecured, and
due after six months of execution, or the date in which the Company secures one million dollars in total investment capital, whichever
occurs first. This note was converted to equity as of October 31, 2024.

 (e)
 On December 17,
2020, the Company executed a note payable to an individual in the amount of $19,500, interest accrues at 5% per annum, unsecured, and
due after six months of execution, or the date in which the Company secures one million dollars in total investment capital, whichever
occurs first. This note was converted to equity as of October 31, 2024.

 (f)
 On
April 15, 2021, the Company executed a note payable to an individual in the amount of $10,000, interest accrues at 5% per annum, unsecured,
and due after six months of execution, or the date in which the Company secures one million dollars in total investment capital, whichever

 (g)
 On
May 10, 2021, the Company executed a note payable to an individual in the amount of $20,000, interest accrues at 5% per annum, unsecured,
and due after six months of execution, or the date in which the Company secures one million dollars in total investment capital, whichever

 (h)
 On
August 4, 2021, the Company executed a note payable to an individual in the amount of $15,000, interest accrues at 5% per annum, unsecured,
and due after six months of execution, or the date in which the Company secures one million dollars in total investment capital, whichever

 (i)
 On
September 28, 2021, the Company executed a note payable to an individual in the amount of $50,000, interest accrues at 5% per annum,
unsecured, and due after one year of execution, or the date in which the Company secures one million dollars in total investment capital,
whichever occurs first. This note was converted to equity
as of October 31, 2024.

 (j)
 On
December 1, 2021, the Company executed a note payable to an individual in the amount of $15,000, interest accrues at 5% per annum, unsecured,
and due after one year of execution, or the date in which the Company secures one million dollars in total investment capital, whichever

 (k)
 On
January 26, 2022, the Company executed a note payable to an individual in the amount of $20,000, interest accrues at 5% per annum, unsecured,
and due after one year of execution, or the date in which the Company secures one million dollars in total investment capital, whichever

 (l)
 On
February 10, 2022, the Company executed a note payable to an individual in the amount of $20,000, interest accrues at 5% per annum, unsecured,
and due after one year of execution, or the date in which the Company secures one million dollars in total investment capital, whichever

 (m)
 On
May 18, 2022, the Company executed a note payable to an individual in the amount of $40,000, interest accrues at 5% per annum, unsecured,
and due after one year of execution, or the date in which the Company secures one million dollars in total investment capital, whichever

 (n)
 On August 12, 2022,
the Company executed a note payable to an individual in the amount of $20,000, interest accrues 5% per annum, unsecured, and due date
one year after execution, or the date in the which the company seems one million in total investment capital, whichever occurs first.

 (o)
 On October 20,
2022, the Company executed a note payable to an individual in the amount of $25,000, interest accrues 5% per annum, unsecured, and due
date one year after execution, or the date in the which the company seems one million in total investment capital, whichever occurs first

 (p)
 On January 12,
2023, the Company executed a note payable to an individual in the amount of $20,000, interest accrues 5% per annum, unsecured, and due
date one year after execution, or the date in the which the company seems one million in total investment capital, whichever occurs first.

 (q)
 On March 2, 2023,
the Company executed a note payable to an individual in the amount of $60,000, interest accrues 5% per annum, unsecured, and due date
one year after execution, or the date in the which the company seems one million in total investment capital, whichever occurs first.

 (r)
 On May 19, 2023,
the Company executed a note payable to an individual in the amount of $10,000, interest accrues 5% per annum, unsecured, and due date
one year after execution, or the date in the which the company seems one million in total investment capital, whichever occurs first.

 (s)
 On October 25,
2023, the Company executed a note payable to an individual in the amount of $20,000, interest accrues 5% per annum, unsecured, and due
date one year after execution, or the date in the which the company seems one million in total investment capital, whichever occurs first.

 (t)
 On November 22,
2023, the Company executed a note payable to an individual in the amount of $15,000, interest accrues 5% per annum, unsecured, and due
date one year after execution, or the date in the which the company seems one million in total investment capital, whichever occurs first.

 (u)
 On December 27,
2023, the Company executed a note payable to an individual in the amount of $20,000, interest accrues 5% per annum, unsecured, and due
date one year after execution, or the date in the which the company seems one million in total investment capital, whichever occurs first.

 (v)
 On February 14,
2024, the Company executed a note payable to an individual in the amount of $20,000, interest accrues 5% per annum, unsecured, and due
date one year after execution, or the date in the which the company seems one million in total investment capital, whichever occurs first.

 (w)
 On April 15, 2024,
the Company executed a note payable to an individual in the amount of $15,000, interest accrues 5% per annum, unsecured, and due date
one year after execution, or the date in the which the company seems one million in total investment capital, whichever occurs first.

 (x)
 On May 16, 2024,
the Company executed a note payable to an individual in the amount of $20,000, interest accrues 5% per annum, unsecured, and due date
one year after execution, or the date in the which the company seems one million in total investment capital, whichever occurs first.

 (y)
 On October 1, 2024,
the Company executed a note payable to an individual in the amount of $15,000, interest accrues 5% per annum, unsecured, and due date
one year after execution, or the date in the which the company seems one million in total investment capital, whichever occurs first.

 The following table summarizes
notes payable, related parties as of December 31, 2024 and December 31, 2023:

 Schedule of notes payable, related parties

 Type

 Original Amount

 Origination Date

 Maturity Date

 Annual Interest Rate

 Balance at December 31, 2024

 Balance at December 31, 2023

 Note Payable (RP) (z)

 $

 3/16/2021

 9/18/2021

 5 %

 $
 —

 $

 Note Payable (RP) (aa)

 $

 6/23/2023

 12/26/2023

 5 %

 $
 —

 $

 Balance

 $
 —

 $
 40,000

 Less current portion

 $
 —

 $
 ( 40,000
)

 Total long-term

 $
 —

 $
 —

 (z)

 On March 16, 2021, the Company executed a note payable to Mr. Sergei Stetsenko, a member of our Board of Directors, in the amount of $15,000, interest accrues at 5% per annum, unsecured, and due after six months of execution, or the date in which the Company secures one million dollars in total investment capital, whichever occurs first. This note was converted to equity as of October 31, 2024.

 (aa)

 On July 5, 2022, the Company executed a note payable to Mr. Sergei Stetsenko, a member of our Board of Directors, in the amount of $25,000, interest accrues 5% per annum, unsecured, and due date one year after execution, or the date in the which the company seems one million in total investment capital, whichever occurs first. This note was converted to equity as of October 31, 2024.

 The Company had total accrued interest for related
party and non-related party notes payable of $ 15,568 and $ 50,364, as of December 31, 2024 and December 31,2023, respectively.

 8. Commitments and Contingencies

 Commitments

 On May 21, 2018, we entered into
an Amended and Restated Strategic Financing & Corporate Development Agreement with CRG We have engaged this company to serve as our
non-exclusive strategic financing and corporate development services provider and to render certain advice and services to us as we may
reasonably request concerning equity or debt financings, strategic planning, merger and acquisition possibilities, and business development
activities. The scope of services under this agreement also includes introducing us to one or more non-U.S. persons, as that term is defined
in Regulation S under the Securities Act, in connection with possible debt or equity financings or potential lenders. The initial term
of the agreement expired in May 2019, but pursuant to the terms of the agreement, renews automatically for one-year periods unless notice
of non-renewal is provided by either party at least 30 days prior to the renewal term commencement. The agreement was renewed until May
2023.

 As compensation under the terms
of this agreement, we agreed to pay CRG certain fees for transactions which are consummated during the term of the agreement and for a
one-year period following the termination of the agreement, including:

 •

 a fee equal to 7% of the proceeds received by us plus a warrant exercisable into 7% of the shares of our common stock at the offering price of our shares for sales by us of equity or equity-linked securities to non-U.S. Persons introduced to us by CRG;

 •

 a fee equal to 1% of the total gross cash proceeds or non-cash consideration received by us, together with a five year warrant exercisable into 1% of the securities issued or to be issued by us in a business combination with a non-U.S. person first introduced to us by CRG;

 •

 a fee equal to 1% of consideration received by us in any debt financing not convertible into equity, including, but not limited to, a revolving credit line or credit enhancement instrument, including on an insured or guarantee basis, with a non-U.S. Person first introduced to us by CRG; and

 •

 a fee equal to 2% of any revenue-producing contract, fee-sharing arrangement, licensing, royalty or similar agreement with a non-U.S. Person first introduced to us by CRG.

 In addition to the foregoing
fees, we have agreed to reimburse CRG for its pre-approved out of pocket expenses it incurs under the terms of the agreement. The agreement
contains customary confidentiality and indemnification provisions.

 Contingencies

 In April 2016, we entered into
a Promotion and Royalty Agreement (the "Agreement") with a consultant to obtain certain promotional services from him (the
"Promoter"), including the use of his name and appearance. In consideration for the services rendered by the Promoter, we
agreed to use commercially reasonable efforts to promote and sell a book authored by him (the "Book") and to pay him a percentage
of the sales of the Book after deductions for all direct costs of fulfilling such sales (the "Royalty"). During the course
of 2017, the Promoter initiated a series of informal claims and filed unauthorized uniform commercial code financing statements ("UCC
Liens") in several states as liens against us and certain of our officers, directors, and founders, alleging non- payment for the
Royalty amounts due under the Agreement. We dispute the Promoter's claims and have determined that any and all amounts due to the
Promoter under the Agreement have been paid in full. We have succeeded in removing certain of the UCC Liens and are pursuing action to
remove the remaining unauthorized UCC Liens. We do not believe that the claims of the Promoter are valid in any respect.

 9. Concentration of Credit
Risk and Major Customers and Suppliers

 There is no concentration risk
for any of our customers or suppliers as of December 31, 2024 and 2023.

 10. Stockholders' Deficit

 Our authorized capital stock
consists of 50,000,000 shares of common stock, par value $ 0.0001 per share, and 5,000,000 shares of blank check preferred stock, par value
$ 0.0001 per share. As of December 31, 2024 and 2023, there are 18,327,364 and 11,599,830 shares of common stock outstanding, respectively
and there are no shares of preferred stock issued and outstanding at either date.

 Contributed Capital

 On September 21, 2020, Mr. Mannine
voluntarily agreed to cancel his employment agreement and waive all cash due and any related accruals. The salary forgiven for the year
ended December 31, 2024 and 2023 of $ 130,000 and $ 130,000 is treated as in-kind contribution of service and reflected as contributed capital
in the financial statements (See notes 4).

 Preferred Stock

 Our board of directors, without
further stockholder approval, may issue preferred stock in one or more series from time to time and fix or alter the designations, relative
rights, priorities, preferences, qualifications, limitations and restrictions of the shares of each series. The rights, preferences, limitations
and restrictions of different series of preferred stock may differ with respect to dividend rates, amounts payable on liquidation, voting
rights, conversion rights, redemption provisions, sinking fund provisions and other matters. Our board of directors may authorize the
issuance of preferred stock, which ranks senior to our common stock for the payment of dividends and the distribution of assets on liquidation.
In addition, our board of directors can fix limitations and restrictions, if any, upon the payment of dividends on both classes of our
common stock to be effective while any shares of preferred stock are outstanding.

 Warrants

 On October 10, 2017, we entered
into the Financing Agreement with CRG, as more fully described in Notes 4 and 8. In connection with the related equity financing as of
December 31, 2017, CRG had earned 368,111 fully vested five-year warrants with an exercise price of $ 0.225. The related warrants were
issued in January 2018. We determined that the warrant had an initial fair value of $ 34,405 and was recorded as a direct offering cost
in Stockholders' equity with a net effect of zero. We estimated the fair value of this warrant using the Black-Scholes option pricing
model, based on the following assumptions: the recent cash offering price of $ 0.225 as the estimated fair value of the underlying common
stock at the valuation measurement date; no dividend yield for all of the years; expected volatility of 45 %; risk-free interest rate of
 2.2 % and an expected life of 5 years. The warrants expired as of December 31, 2023.

 During January 2018, as part
of the Private Placement more fully described in Note 4, CRG earned an additional 17,655 fully vested common stock warrants with an exercise
price of $ 0.225. These additional warrants were issued to CRG on January 30, 2018. We determined that the warrant had an initial fair
value of $ 1,670 and was recorded as a direct offering cost in Stockholders' equity with a net effect of zero. We estimated the fair
value of this warrant using the Black-Scholes option pricing model, based on the following assumptions: the recent cash offering price
of $ 0.225 as the estimated fair value of the underlying common stock at the valuation measurement date; no dividend yield for all of the
years; expected volatility of 45 %; risk-free interest rate of 2.51 % and an expected life of 5 years. The warrants expired as of December
31, 2023.

 On March 8, 2018, we entered
into an advisory agreement with a scientific advisor to provide certain services to us. Pursuant to the agreement, we issued 100,000 five-year
common stock warrants at an exercise price of $ 0.90. Such warrants vest subject to certain milestones. As of December 31, 2023 and 2022,
 100,000 and 100,000 of these warrants have been vested. We determined that the warrant had an initial fair value of $ 1,905. We estimated
the fair value of this warrant using the Black- Scholes option pricing model, based on the following assumptions: the recent cash offering
price of $ 0.225 as the estimated fair value of the underlying common stock at the valuation measurement date; no dividend yield for all
of the years; expected volatility of 45 %; risk-free interest rate of 2.63 % and an expected life of 5 years. The warrants expired as of
December 31, 2023.

 As of December 31, 2024 and December
31, 2023, the intrinsic value for warrants outstanding and exercisable is $ 0.

 There were no outstanding or exercisable warrants
as of December 31, 2024 and 2023.

 11. Stock Option Plan

 In December 2017 our board of
directors adopted our 2017 Equity Incentive Plan, or the "2017 Plan." Our stockholders ratified the 2017 Plan in December
2017. The purpose of the 2017 Plan is to encourage ownership in our company by our officers, directors, employees and consultants, and
to incentivize and align the interests of the plan participants with the interests of our stockholders. We have reserved 1,100,000 shares
of our common stock for issuance under the 2017 Plan. Grants pursuant to the 2017 Plan may be: i) incentive stock options; ii) non-statutory
stock options; iii) stock awards, including shares of our common stock and stock units; and iv) stock appreciation rights.

 The board of directors or a committee of the board
of directors administers the 2017 Plan. Presently, the 2017 Plan is administered by our board of directors. The term of each plan option
and the manner in which it may be exercised is determined by the board of directors or a committee of the board of directors, provided
that no option may be exercisable more than 10 years after the date of its grant and, in the case of an incentive option granted to an
eligible employee owning more than 10% of the common stock, no more than five years after the date of the grant. The terms of grants or
any other type of award under the plan are determined by the board of directors or committee of the board of directors at the time of
grant. The 2017 Plan provides that the maximum value of any award during any calendar year cannot exceed $1,000,000.

 Any option granted under the
plan must provide for an exercise price of not less than 100% of the fair market value of the underlying shares on the date of grant,
but the exercise price of any ISO granted under the 2017 Plan to an eligible employee owning more than 10% of our outstanding common stock
must not be less than 110% of fair market value on the date of the grant. The 2017 Plan further provides that with respect to ISOs the
aggregate fair market value of the common stock underlying the options which are exercisable by any plan participant during any calendar
year cannot exceed $100,000. Option awards may provide for the exercise by means of cash, consideration received by us under a broker-assisted
sale and remittance program, cashless exercise, any other consideration legally permitted, or a combination of the foregoing. The 2017
Plan administrator may also determine the method of payment of the exercise price at the time the option is being exercised. Grants under
the 2017 Plan are not transferable.

 Generally, options which are
exercisable at the date of the plan participant's termination from our employment or severance of the relationship with our company
must be exercised within three months of the termination date; the plan administrator may extend the exercise period of the option for
a separated plan participant providing that the extended date does not go beyond the original expiration date of the option. Similarly,
generally options which are exercisable at the date of the plan participant's disability or death must be exercised within six months
of the termination date in the event of the disability of the plan participant or 12 months following the plan participant's death.
In our discretion, any outstanding options held by a plan participant terminated for cause may be immediately canceled.

 In the event there is a "change
in control" of our company as defined in the 2017 Plan, as determined by the board of directors or the committee, we may in our
discretion: i) provide for the assumption or substitution of, or adjustment (including to the number and type of shares and exercise or
purchase price applicable) to, each outstanding award; ii) accelerate the vesting of options and terminate any restrictions on stock awards;
and/or iii) provide for termination of awards as a result of the change in control on such terms and conditions as it deems appropriate,
including providing for the cancellation of awards for a cash or other payment to the participant.

 The number of shares of our common
stock underlying any outstanding but unexercised option and the exercise price of that option will be proportionally adjusted in the event
of a stock split, stock combinations, dividends, and similar corporate events.

 On June 14, 2018, pursuant to
the employment agreement with Mr. Mannine, we issued 100,000 stock options with an exercise price of $ 0.225.
Such options fully vest upon the effectiveness of a registration statement on Form S-1. We determined that the options had an initial
fair value of $ 13,221. We estimated the fair value of these options using the Black-Scholes option pricing model, based on the following
assumptions: the recent cash offering price of $0.225 as the estimated fair value of the underlying common stock at the valuation measurement
date; no dividend yield for all of the years; expected volatility of 45 %; risk-free interest rate of 2.2 % and an expected life of 10 years.
We amortized the fair value over the period from their issuance on June 14, 2018 through December 7, 2018, the date on which the registration
statement was declared effective.

 As of December 31, 2024 and December
31, 2023, the intrinsic value for option outstanding and exercisable is $ 0 and $ 0, respectively.

 The following table summarizes information about stock options outstanding
and exercisable as of as of December 31, 2024 and 2023:

 Schedule of stock options outstanding and exercisable

 2024

 2023

 Exercise
 Price

 Exercise
 Price

 Outstanding, beginning of year

 $
 0.225

 $
 0.225

 Granted

 —

 —

 —

 —

 Exercised

 —

 —

 —

 —

 Forfeited

 —

 —

 —

 —

 Expired

 —

 —

 —

 —

 Outstanding, end of year

 $
 0.225

 $
 0.225

 Exercisable, end of year

 $
 0.225

 $
 0.225

 Options available for future grant, end of year

 1,000,000

 1,000,000

 As of December 31, 2024

 Schedule of options outstanding and exercisable price range

 Options Outstanding

 Options Exercisable

 Range of

 Outstanding

 Remaining

 Contractual

 Life (In Years)

 Exercisable

 3.45

 As of December 31, 2023

 Options Outstanding

 Options Exercisable

 Range of

 Outstanding

 Remaining

 Contractual

 Life (In Years)

 Exercisable

 4.46

 12. Segments

 The Company's Chief Executive Officer,
Alex Mannine, serves as the Chief Operating Decision Maker ("CODM") and evaluates the financial performance of the business
and makes resource allocation decisions on a consolidated basis. As a result, the Company operates as a single reportable segment under
ASC 280, Segment Reporting, defined by the CODM as Consumer Goods. The Company's operations include marketing, e-commerce expenses, and
purchasing and procurement, all of which are managed centrally. The CODM assesses financial performance based on revenue, operating profit,
and key operating expenses as detailed below.

 Schedule of operating profit and key operating expenses

 December
 31, 2024

 December
 31, 2023

 Revenue, net

 $
 —

 $
 —

 Less: Cost of goods sold

 14,893

 35,570

 Less:

 Salaries, benefits and consultants

 Other
 segment expenses (1)

 113,684

 96,097

 Segment net loss

 ( 258,577
)

 ( 261,667
)

 Reconciliation of loss:

 Other income, net

 4,717

 —

 Interest expense

 ( 24,055
)

 ( 25,941
)

 Loss before income taxes

 $
 ( 239,239
)

 $
 ( 235,726
)

 (1)

 - other segment items included in Segment net loss include: professional fees, insurance, general and administrative expenses, depreciation,
other income and interest expense.

 These expenses represent the key cost components
reviewed by the CODM in assessing the Company's performance.

 The CODM evaluates income generated from
the Company's assets using net income as a key metric. The CODM utilizes this measure to assess return on assets when making strategic
decisions. As the Company operates as one reportable segment, total segment assets and total consolidated assets are effectively the same.
As such, segment assets are equivalent to total consolidated assets as presented on the balance sheet and all significant accounting policies,
major customers, and revenue-related disclosures required under GAAP are included elsewhere in the financial statements.

 12. Subsequent Events

 Management has assessed subsequent
events through March 24, 2025, the date on which the financial statements were available to be issued and noted no subsequent events to
be disclosed.

 ITEM 9. CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

 None.

 ITEM 9A. CONTROLS
AND PROCEDURES.

 Evaluation of Disclosure Controls and Procedures

 Our management is responsible
for establishing and maintaining adequate "disclosure controls and procedures," as such term is defined in Rules 13a-15(e)
and 15d-15(e) of the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required
to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within
the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including
our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Our
management has concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this Report
to provide the reasonable assurance discussed above.

 Management's Annual Report on Internal Control
Over Financial Reporting

 The
Company's management is responsible for establishing and maintaining adequate internal control over financial reporting, as such
term is defined in Securities Exchange Act Rule 13a-15(f). The Company carried out an evaluation under the supervision and with the participation
of the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness
of the Company's internal control over financial reporting. The Company's management used the framework in Internal Control-Integrated
Framework (2013) issued by the Committee of Sponsoring Organizations (COSO) to perform this evaluation. As a result of this assessment,
management identified a material weakness in internal control over financial reporting. A material weakness is a control deficiency, or
a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material
misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis. The identified
material weakness is disclosed below:

 •

 Due to the size of the Company and available resources, there are limited personnel to assist with the accounting and financial reporting function, which results in a lack of segregation of duties.

 As a
result of the material weakness in internal control over financial reporting described above, management concluded that, as of December
31, 2024, the Company's internal control over financial reporting was not effective based on the criteria in Internal Control
– Integrated Framework issued by the COSO. Management notes that upon subsequent funding, the Company expects to have the
available resources in order to hire additional personnel to expand the finance and accounting department in order to mitigate the material
weakness noted above.

 This
annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over
financial reporting. We were not required to have, nor have we, engaged our independent registered public accounting firm to perform an
audit of internal control over financial reporting pursuant to the rules of the Securities and Exchange Commission that permit us to provide
only management's report in this annual report.

 Changes in Internal Control Over Financial Reporting

 There
have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange
Act) during 2024 other than noted above that have materially affected, or are reasonably likely to materially affect, our internal control
over financial reporting.

 Attestation Report of Independent Public Accounting
Firm

 This annual report does not include
an attestation report of our registered public accounting firm regarding internal control over financial reporting because as a smaller
reporting company we are not subject to attestation by our independent registered public accounting firm pursuant to rules of the Securities
and Exchange Commission that permit us to provide only management's report in this annual report.

 ITEM 9B. OTHER
INFORMATION.

 During
the Company's fourth quarter, no director or officer adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1
trading arrangement.

 ITEM 10. DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 The directors hold office until
the next annual meeting of stockholders and until their successors are elected and qualified. Any director may resign his or her office
at any time and may be removed at any time by the holders of a majority of the shares then entitled to vote. The Board of Directors appoints
the executive officers, and the executive officers serve at the pleasure of the Company's Board of Directors.

 The directors and executive officers, their ages,
positions held, and duration of such are as follows:

 Name

 Age

 Positions

 Alex J. Mannine

 Chief Executive Officer, Secretary, Director

 Sergei Stetsenko

 Director

 Alex J. Mannine. Mr. Mannine
has served as a member of our board of directors and our Chief Executive Officer since co-founding our company in July 2015. Prior to
founding our company, Mr. Mannine was the founder of The Iron Wing, Inc., an independent news network focused on long-term investing,
retirement planning and healthy living, from December 2014 through June 2015. From 2011 through December 2013, Mr. Mannine was initially
a Director of Transmedia Operations of American Lantern Press and thereafter the Director of Digital User Experience at its MoneyMetals.com,
a gold and silver bullion company. Mr. Mannine received his Bachelor of Arts in Web Design & Interactive Media from The Art Institute
of Charlotte in 2010. Our board of directors has concluded that based upon Mr. Mannine's specific experience, qualifications, attributes
and skills as the co-founder of both our company and The Iron Wing, Inc., Mr. Mannine is serving as a member of the board of directors
of our company.

 Sergei Stetsenko. Mr.
Stetsenko, a co-founder of our company, has been a member of our board of directors since April 2016. Since 2008 Mr. Stetsenko has been
the Chief Executive Officer of CRG, a Zug, Switzerland-based private venture capital investment company which invests in small and mid-sized
companies in North America, Europe, Commonwealth of Independent States (CIS), Africa and Brazil. Since June 2017 he has served as a member
of the board of directors of BlockchainK2 Corp. (TSXV: BITK), and since April 2017 he has served as a member of the board of directors
of Greatbanks Resources Ltd. (TSXV: GTB). Our board of directors concluded that based upon his specific experience, qualifications, attributes
and skills as the co-founder of our company and his senior executive positions with previous companies, Mr. Stetsenko is serving as a
director of our company.

 Family Relationships

 There are no family relationships between any of our
directors and/or executive officers.

 Involvement in Certain Legal Proceedings

 To our knowledge, our directors and executive officers
have not been involved in any of the following events during the past ten years:

 1.

 any bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

 2.

 any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

 3.

 being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his involvement in any type of business, securities or banking activities or to be associated with any person practicing in banking or securities activities;

 4.

 being found by a court of competent jurisdiction in a civil action, the SEC or the Commodity Futures Trading Commission to have violated a Federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

 5.

 being subject of, or a party to, any Federal or state judicial or administrative order, judgment decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of any Federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

 6.

 being subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization, any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

 Board Committees

 We have not established any committees
of our board of directors, including an audit committee, a compensation committee or a nominating committee, or any committee performing
a similar function. The functions of those committees are being undertaken by the board of directors as a whole. Because we do not have
any independent directors, we believe that the establishment of these committees would be more form than substance.

 Our securities are not quoted
on an exchange that has requirements that a majority of our board members be independent, and we are not currently otherwise subject to
any law, rule or regulation requiring that all or any portion of our board of directors include "independent" directors, nor
are we required to establish or maintain an audit committee or other committees of our board of directors.

 Also, Mr. Stetsenko, one of our
directors, is considered an "audit committee financial expert" within the meaning of Item 401(e) of Regulation S-K.

 Code of Ethics

 We have adopted a Code of Business
Conduct and Ethics that applies to our President and Chief Executive Officer and Chief Operating Officer, and which will apply to our
Chief Financial Officer or any other persons performing similar functions, if and when such positions are hired by us. This code provides
written standards that we believe are reasonably designed to deter wrongdoing and promote honest and ethical conduct, including the ethical
handling of actual or apparent conflicts of interest between personal and professional relationships, and full, fair, accurate, timely
and understandable disclosure in reports we file with the Securities Exchange Commission.

ITEM 11. EXECUTIVE COMPENSATION

 The following table sets forth information concerning
the compensation of our principal executive officer for the current reporting period is as follows:

 Name and principal position

 Year

 Salary

 ($)

 Bonus

 ($)

 Stock

 Awards

 ($)

 Option

 Awards

 ($)

 No equity

 incentive plan

 compensation

 ($)

 Non-qualified

 deferred

 compensation

 earnings

 ($)

 All

 other

 compensation

 ($)

 Total

 ($)

 Alex J. Mannine,

 2023

 —

 —

 —

 —

 —

 —

 Chief Executive Officer

 2024

 —

 —

 —

 —

 —

 —

 Employment Agreements or Arrangements

 Alex J. Mannine. Mr. Mannine's
compensation has historically been determined by the board of directors of which he is a member. In June 2018, we entered into an employment
agreement with Mr. Mannine pursuant to which he was engaged to serve as our Chief Executive Officer. The initial term of the agreement
expires in June 2023, subject to successive automatic one-year renewals unless a non-renewal notice is received by either party at least
90 days prior to the expiration of the then current renewal term. Mr. Mannine's compensation includes:

 •

 an annual base salary of $130,000, subject to an annual review with an increase of at least 5% per annum as determined by the board of directors;

 •

 an annual bonus as determined by the board of directors;

 •

 a grant of 10-year options to purchase 100,000 shares of our common stock at an exercise price of $0.225 per share which vest upon the effectiveness of the registration statement;

 •

 participation in all benefit plans we may offer our employees; and

 •

 20 paid vacation days annually.

 Mr. Mannine's employment agreement may be terminated,
and he is entitled to certain payments upon such termination, as follows:

 •

 if we should terminate Mr. Mannine's employment without "cause" or if he should resign for "good reason" or if a "change of control" occurs, we are obligated to pay him a lump-sum severance payment equal to the sum of three months' base salary, plus one month for every year he was employed and 50% of three years annual bonus (based on the prior year's compensation);

 •

 if Mr. Mannine's employment is terminated as a result of his death or disability, he is entitled to receive his base salary and a pro-rata annual bonus, if any, based on the year during which such termination is effective; or

 •

 if we should terminate Mr. Mannine for "cause," or if he voluntarily terminates the agreement, he is entitled to receive his base salary only through the date of termination, and he is not be entitled to any other compensation for the calendar year during which the termination occurs or any subsequent calendar period, including, but not limited to, any annual bonus, if any, that has not already been paid.

 The employment agreement with
Mr. Mannine contains customary confidentiality, non-compete and indemnification clauses. On September 21, 2020, Mr. Mannine voluntarily
agreed to cancel the employment agreement.

 During the years ended December 31, 2024 and 2023,
Mr. Mannine voluntarily agreed to waive all cash due and any related accruals. The salary forgiven for the years ended December 31, 2024
and 2023 of $130,000 and $130,000 is treated as in-kind contribution of service and reflected as contributed capital in the financial
statements.

 Stanislav Bezusov. We are not a party to an
employment agreement with Mr. Bezusov and the compensation he is paid for his services which is in the form of consulting fees is determined
by the board of directors. In 2024 and 2023, we paid Mr. Bezusov $0 and $0, respectively, in consulting fees.

 Outstanding equity awards at fiscal year-end

 The following table provides information concerning
unexercised options, stock that has not vested and equity incentive plan awards for each named executive officer outstanding as of December
31, 2024:

 OPTION AWARDS

 STOCK AWARDS

 Name

 Securities

 Underlying

 Unexercised

 (#)

 Exercisable

 Securities

 Underlying

 Unexercised

 (#)

 Unexercisable

 Equity

 Incentive

 Plan Awards:

 Securities

 Underlying

 Unexercised

 Unearned

 (#)

 Option

 Exercise

 Price

 ($)

 Option

 Expiration

 Date

 Shares or

 Units of

 Stock That

 Have Not

 Vested (#)

 Market

 Value

 of Shares or

 Units of Stock

 That Have

 Not Vested

 ($)

 Equity

 Incentive

 Plan Awards:

 Unearned

 Shares, Units

 or Other

 Rights that

 Have Not

 Vested

 (#)

 Equity

 Incentive

 Plan Awards:

 Market or

 Payout Value

 of Unearned

 Shares, Units

 or Other

 Rights That

 Have Not

 Vested

 (#)

 Alex J. Mannine

 —

 —

 0.225

 12/6/28

 —

 —

 —

 —

 Director Compensation

 We have not paid any compensation
to our directors as of December 31, 2024. Our board of directors has not adopted a director compensation policy. We did not compensate
our directors for their services on the board during 2024 and 2023.

 ITEM 12. SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 The following table sets forth information regarding
beneficial ownership of our capital stock by:

 •

 each person, or group of affiliated persons, known by us to beneficially own more than 5% of our common stock;

 •

 each of our directors;

 •

 each of our named executive officers; and

 •

 our named executive officers, directors and director nominees as a group.

 The percentage ownership information
in the table below is based on 18,327,364 shares of common stock outstanding as of March 15, 2025.

 Unless otherwise indicated, the
business address of each person listed is in care of 596 Herrons Ferry Road, Suite 301, Rock Hill, South Carolina 29730. The percentages
in the table have been calculated on the basis of treating as outstanding for a particular person, all shares of our common stock outstanding
on that date and all shares of our common stock issuable to that holder in the event of exercise of outstanding options, warrants, rights
or conversion privileges owned by that person at that date which are exercisable within 60 days of that date. Except as otherwise indicated,
the persons listed below have sole voting and investment power with respect to all shares of our common stock owned by them, except to
the extent that power may be shared with a spouse.

 Common Stock

 Name and Address of Beneficial Owner

 Shares

 %

 Alex J. Mannine (1)

 2,738,889

 14.9
 %

 Eagle Wealth LTD

 1,875,684

 10.2
 %

 WG Capital, LTD.

 2,956,417

 16.1
 %

 Sergei Stetsenko

 1,500,000

 12.9
 %

 All officers and directors as a group (three persons) (1)(2)

 5,660,941

 48.4
 %

 (1)

 The number of shares beneficially owned by Mr. Mannine includes 2,638,889 shares held of record by Bring Forth Good LLC, an entity over which has sole voting and dispositive control. The number of shares beneficially owned by Mr. Mannine include 100,000 shares of our common stock underlying a vested option exercisable at $0.225 per share, which expire on December 6, 2028.

 The following table provides information as of December
31, 2024 about the Company's equity compensation plans.

 Number of securities to
 be issued upon exercise
 of outstanding options,
 warrants and rights

 Weighted average
 exercise price of
 outstanding options,
 warrants and rights

 Number of securities

remaining available for

future issuance under equity

compensation plans

(excluding securities

reflected in column (a))

 (a)

 (b)

 (c)

 Equity compensation plans approved by security holders

 $0.225

 1,000,000 (1)

 Equity compensation plans not approved by security holders

 —

 —

 —

 Total

 $0.225

 1,000,000 (1)

 (1)

 Shares issuable pursuant to the 2017 Equity Incentive Plan.

 ITEM 13. CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.

 On May 21, 2018, we entered into
an Amended and Restated Strategic Financing & Corporate Development Agreement with CRG which was amended and restated an earlier agreement
entered into in October 2017. We have engaged this company to serve as our non-exclusive strategic financing and corporate development
services provider and to render certain advice and services to us as we may reasonably request concerning equity or debt financings, strategic
planning, merger and acquisition possibilities, and business development activities. The scope of services under this agreement also includes
introducing us to one or more non-U.S. persons, as that term is defined in Regulation S under the Securities Act, in connection with possible
debt or equity financings or potential lenders. The initial term of the agreement expired in May 2019, but pursuant to the terms of the
agreement, renews automatically for one-year periods unless notice of non-renewal is provided by either party at least 30 days prior to
the renewal term commencement. The agreement was renewed until May 2023.

 As compensation under the terms
of this agreement, we agreed to pay CRG certain fees for transactions which are consummated during the term of the agreement and for a
one year period following the termination of the agreement, including:

 •

 a fee equal to 7% of the proceeds received by us plus a warrant exercisable into 7% of the shares of our common stock at the offering price of our shares for sales by us of equity or equity-linked securities to non-U.S. Persons introduced to us by CRG;

 •

 a fee equal to 1% of the total gross cash proceeds or non-cash consideration received by us, together with a five year warrant exercisable into 1% of the securities issued or to be issued by us in a business combination with a non-U.S. person first introduced to us by CRG;

 •

 a fee equal to 1% of consideration received by us in any debt financing not convertible into equity, including, but not limited to, a revolving credit line or credit enhancement instrument, including on an insured or guarantee basis, with a non-U.S. Person first introduced to us by CRG; and

 •

 a fee equal to 2% of any revenue-producing contract, fee-sharing arrangement, licensing, royalty or similar agreement with a non-U.S. Person first introduced to us by CRG.

 In addition to the foregoing
fees, we have agreed to reimburse CRG for its pre-approved out-of-pocket expenses it incurs under the terms of the agreement. The agreement
contains customary confidentiality and indemnification provisions.

 Other than as disclosed above, there has been no transaction
during the period covered by this report, or currently proposed transaction, in which we were or are to be a participant and the amount
involved exceeds the lesser of $120,000 or one percent of our total assets at year-end for the last completed fiscal year, and in which
any of the following persons had or will have a direct or indirect material interest:

 (i)

 Any director or executive officer of our company

 (ii)

 Any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our outstanding shares of common stock;

 (iii)

 Any of our promoters and control persons; and

 (iv)

 Any member of the immediate family (including spouse, parents, children, siblings and in- laws) of any of the foregoing persons.

 On September 21, 2020, Mr. Mannine
voluntarily agreed to cancel the employment agreement and waive all cash due and any related accruals. The salary forgiven for the years
ended December 31, 2024 and 2023 of $130,000 and $130,000 is treated as in-kind contribution of service and reflected as contributed capital
in the financial statements.

 Director Independence

 We do not presently have any independent directors.

 ITEM 14. PRINCIPAL
ACCOUNTING FEES AND SERVICES.

 Assurance
Dimensions served as our independent registered public accounting firm for 2024 and 2023. The following table shows the fees that were
billed for the audit and other services provided by such firms for 2024 and 2023.

 2024

 2023

 Audit Fees

 $

 $
 36,100

 Audit-Related Fees

 —

 —

 Tax Fees

 —

 —

 All Other Fees

 —

 —

 Total

 $

 $
 36,100

 Audit Fees — This
category includes the audit of our annual financial statements, review of financial statements included in our Form 10-Q Quarterly Reports
and services that are normally provided by the independent auditors in connection with engagements for those fiscal years. This category
also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the review of interim financial
statements.

 Audit-Related Fees —
This category consists of assurance and related services by the independent auditors that are reasonably related to the performance of
the audit or review of our financial statements and are not reported above under "Audit Fees." The services for the fees disclosed
under this category include fees related to our S-1 Registration Statement filed with the SEC.

 Tax Fees — This category consists of
professional services rendered by our independent auditors for tax compliance and tax advice. The services for the fees disclosed under
this category include tax return preparation and technical tax advice.

 All Other Fees — This category consists
of fees for other miscellaneous items.

 Our Board of Directors has adopted
a procedure for pre-approval of all fees charged by our independent auditors. Under the procedure, the Board approves the engagement letter
with respect to audit, tax and review services. Other fees are subject to pre-approval by the Board, or, in the period between meetings,
by a designated member of Board. Any such approval by the designated member is disclosed to the entire Board at the next meeting. The
audit fees paid to the auditors with respect to 2024 and 2023 were pre-approved by the entire Board of Directors.

 ITEM 15. EXHIBITS,
FINANCIAL STATEMENT SCHEDULES.

 The following exhibits are filed as part of this Annual
Report.

 Exhibits:

 Exhibit

 Incorporated by Reference

 Filed or

Furnished

 No.

 Exhibit Description

 Form

 Date Filed

 Herewith

 19.1

 Insider Trading Policy

 Filed

 31.1

 Certification of Chief Executive Officer, principal executive officer, principal financial and accounting officer

 Filed

 32.1

 Certification of Chief Executive Officer, principal executive officer, principal financial and accounting officer

 Filed

 101.INS

 Filed

 101.SCH

 Filed

 101.CAL

 Filed

 101.DEF

 Filed

 101.LAB

 Filed

 101.PRE

 Filed

 SIGNATURES

 Pursuant to the requirements
of Section 13 or 15(d) 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.

 By:

 /s/ Alex J. Mannine

 Alex J. Mannine,

 Chief Executive Officer

 Dated: March 24, 2025

 Pursuant 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.

 By:

 /s/ Alex J. Mannine

 Alex J. Mannine

 Chief Executive Officer, director,
 principal executive officer, principal financial and accounting officer

 Dated: March 24, 2025