U.S. 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 YEAR ENDED DECEMBER 31, 2024

 TRANSITION REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934

 FOR THE TRANSITION PERIOD FROM
TO

 Commission File Number 333-143630

 BYRN INC

 (Exact name of registrant as specified in its charter)

 Nevada

 20-4682058

 (State or other jurisdiction of

incorporation or organization)

 (I.R.S. Employer

Identification No.)

 50 West Liberty Street,

 Suite 880

 Reno, Nevada

 (646) 768-8417
((Registrant's telephone number, including area code)

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

 Title of each class

 Name of each exchange on which registered

 N/A

 N/A

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

 (Title of each class)

 Common Stock, par value $0.001 per share

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

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

(1) has filed all reports required to be filed by Section 13 or 15(d) of the 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

has submitted electronically every Interactive Data File required to be submitted pursuant to 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

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.

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.

 Indicate 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).

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

 State the aggregate market value of the voting
and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the
average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second
fiscal quarter on June 30, 2024, was $- 0 -.

 As of April 15, 2025 the Registrant had 419,984,423
shares of Common Stock issued and outstanding.

 Page No.

 Item 1.

 Business

 Item 1A.

 Risk Factors

 Item 1B.

 Unresolved Staff Comments

 Item 2

 Properties

 Item 3.

 Legal Proceedings

 Item 4.

 Mine Safety Disclosures

 Item 5.

 Market for the Registrant's Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6.

 Reserved

 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 on Accounting and Financial Disclosure

 Item 9A.

 Controls and Procedures

 Item 9B.

 Other Information

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 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 Accounting Fees and Services

 Item 15.

 Exhibits, Financial Statement Schedules

 Signatures

 i

 FORWARD-LOOKING STATEMENTS

 This Annual Report on Form 10-K contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Act of 1934. The statements
regarding Byrn, Inc. contained in this Report that are not historical in nature, particularly those that utilize terminology such as "may,"
"will," "should," "likely," "expects," "anticipates," "estimates,"
"believes" or "plans," or comparable terminology, are forward-looking statements based on current expectations
and assumptions, and entail various risks and uncertainties that could cause actual results to differ materially from those expressed
in such forward-looking statements.

 All forward-looking statements speak only as of
the date of this Report. Except to the extent required by law, we undertake no obligation to update any forward-looking statements or
other information contained herein. You should not place undue reliance on these forward-looking statements. Although we believe that
our plans, intentions, and expectations reflected in or suggested by the forward-looking statements in this Report are reasonable, we
cannot assure you that these plans, intentions, or expectations will be achieved.

 ii

 ITEM 1. BUSINESS

 Overview

 Corporate History

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

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

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

 On December 27, 2019, Custodian Ventures, LLC,
an entity controlled by David Lazar, was appointed by the Nevada Court as the custodian of Byrn, Inc. f/k/a Quture International. On December
31, 2019, Mr. Lazar became the only Director and Officer of the Company also acting as its President, Treasurer, and Secretary.

 On April 5, 2020, the Company granted Mr. Lazar
10,000,000 preferred shares with super-voting rights of 21,000,000,000 common shares. Each preferred share is convertible into 250 shares
of common stock.

 On September 10, 2020, the Company filed a Certificate
of Designation with the State of Nevada changing the conversion and voting rights of the Company's Series A preferred stock, $.001
par value per share to 250 for each one (1) share of Series A preferred stock.

 On September 23, 2020, as a result of a private
transaction, 10,000,000 shares of Series A Convertible Preferred Stock, $0.001 par value per share (the "Shares") of the Company
were transferred from Custodian Ventures, LLC (the "Seller") to FiveT Capital Holding AG (the "Purchaser"). As
a result, the Purchaser became an approximately 50.2% holder of the voting rights of the issued and outstanding share capital of the Company
on a fully-diluted basis of the Company and became the controlling shareholder. In connection with the transaction, David Lazar released
the Company from all debts owed to him and/or the Seller.

 On September 23, 2020, the existing director and
officer resigned immediately. Accordingly, David Lazar, serving as a director and an officer, ceased to be the Company's Chief Executive
Officer, Chief Financial Officer, President, Treasurer, Secretary, and Director.

 Also on November 24, 2020, the Company amended
its articles of incorporation to reverse split its common stock at a rate of 1 for 1,000 (the "Reverse"). Additionally, the
number of common shares authorized was reduced from 2,500,000,000 to 500,000,000. On December 1, 2020, FINRA declared the Name Change
and the Reverse effective.

 On November 24, 2020, the Company amended its
articles of incorporation to change its name from Quture International, Inc. to Born, Inc. (the "Name Change"). The change
was made in anticipation of entering into a new line of business operations.

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

 On February 16, 2021, Byrn, Inc. (the "Company")
entered into a share exchange agreement (the "Share Exchange Agreement") with Alkeon Creators, Inc. ("Alkeon"),
a United Kingdom corporation. Under the Share Exchange Agreement, One Hundred Percent (100%) of the ownership interest of Alkeon was exchanged
for 406,646,919 shares of common stock of the Company. The former stockholders of Alkeon acquired a majority of the issued and outstanding
common stock as a result of the share exchange transaction. The transaction has been accounted for as a recapitalization of the
Company, whereby Alkeon is the accounting acquirer.

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

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

 On July 16, 2024 the Company changed its name
to Byrn Inc.

 Business Overview

 Byrn was a holding company that specialized in
digital, data-led solutions to digitize retail supply chains and reimagine discovery and transactions online.

 Competition

 Byrn, Inc. is currently a dormant shell company.

 ITEM 1A. RISK FACTORS

 We are a smaller reporting company and not required to include this
disclosure in this Report.

 ITEM 1B. UNRESOLVED STAFF COMMENTS

 None.

 ITEM 2. PROPERTIES

 Not applicable.

 ITEM 3. LEGAL PROCEEDINGS

 There are no pending legal proceedings to which
we are a party or in which any director, officer or affiliate of ours, any owner of record or beneficially of more than 5% of any class
of our voting securities, or security holder is a party adverse to us or has a material interest adverse to us.

 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 not quoted on any exchange.

 Holders

 As of July 22, 2024 we had 100 holders of record
of our common stock.

 Dividend Policy

 We have not paid any dividends since our incorporation
and do not anticipate the payment of dividends in the foreseeable future. At present, our policy is to retain earnings, if any, to develop
and market our products. The payment of dividends in the future will depend upon, among other factors, our earnings, capital requirements,
and operating financial conditions.

 ITEM 6. [RESERVED]

 Not applicable.

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

 The following discussion and analysis should be
read in conjunction with our financial statements and related notes thereto.

 Forward Looking Statements

 The following information specifies certain forward-looking
statements of the Management of our Company. Forward-looking statements are statements that estimate the happening of future events and
are not based on historical fact. Forward-looking statements may be identified by the use of forward-looking terminology, such as may,
shall, could, expect, estimate, anticipate, predict, probable, possible, should, continue, or similar terms, variations of those terms
or the negative of those terms. The forward-looking statements specified in the following information statement have been compiled by
our Management on the basis of assumptions made by Management and considered by Management to be reasonable. Our future operating results,
however, are impossible to predict and no representation, guaranty, or warranty is to be inferred from those forward-looking statements.

 The assumptions used for purposes of the forward-looking
statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes
in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information
and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the
extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly,
no opinion is expressed on the achievability of those forward-looking statements. We cannot guarantee that any of the assumptions relating
to the forward-looking statements specified in the following information are accurate, and we assume no obligation to update any such
forward-looking statements. Such forward-looking statements include statements regarding our anticipated financial and operating results,
our liquidity, goals, and plans.

 All forward-looking statements in this Form 10
are based on information available to us as of the date of this report, and we assume no obligation to update any forward-looking statements.

 Overview

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

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

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

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

 On April 5, 2020, the Company granted Mr. Lazar
10,000,000 preferred shares with super-voting rights of 21,000,000,000 common shares.

 On September 10, 2020, the Company filed a Certificate
of Designation with the State of Nevada changing the conversion and voting rights of the Company's Series A preferred stock, $.001
par value per share to 250 for each one (1) share of Series A preferred stock.

 On September 23, 2020, as a result of a private
transaction, 10,000,000 shares of Series A Convertible Preferred Stock, $0.001 par value per share (the "Shares") of the Company
were transferred from Custodian Ventures, LLC (the "Seller") to FiveT Capital Holding AG (the "Purchaser"). As
a result, the Purchaser became an approximately 50.2% holder of the voting rights of the issued and outstanding share capital of the Company
on a fully-diluted basis of the Company and became the controlling shareholder. In connection with the transaction, David Lazar released
the Company from all debts owed to him and/or the Seller.

 On September 23, 2020, the existing director and
officer resigned immediately. Accordingly, David Lazar, serving as a director and an officer, ceased to be the Company's Chief Executive
Officer, Chief Financial Officer, President, Treasurer, Secretary, and Director. At the effective date of the transfer, Mr. Wieland Kreuder
consented to act as the new President, CEO, CFO, Treasurer, Secretary, and Chairman of the Board of Directors of the Company.

 On November 24, 2020, Quture International, Inc.
amended its articles of incorporation to change its name to Byrn, Inc. (the "Name Change"). The change was made in anticipation
of entering into a new line of business operations.

 Also on November 24, 2020, the Company amended
its articles of incorporation to reverse split its common stock at a rate of 1 for 1,000 (the "Reverse"). Additionally, the
number of common shares authorized was reduced from 2,500,000,000 to 500,000,000. On December 1, 2020, FINRA declared the Name Change
and the Reverse effective.

 On November 24, 2020, the Company amended its
articles of incorporation to change its name from Quture International, Inc. to Born, Inc. (the "Name Change"). The change
was made in anticipation of entering into a new line of business operations.

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

 On February 16, 2021, Byrn, Inc. (the "Company")
entered into a share exchange agreement (the "Share Exchange Agreement") with Alkeon Creators, Inc. ("Alkeon"),
a United Kingdom corporation. Under the Share Exchange Agreement, One Hundred Percent (100%) of the ownership interest of Alkeon was exchanged
for 406,646,919 shares of common stock of the Company. The former stockholders of Alkeon acquired a majority of the issued and outstanding
common stock as a result of the share exchange transaction. The transaction has been accounted for as a recapitalization of the
Company, whereby Alkeon is the accounting acquirer.

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

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

 On February 2, 2020, the Company's Board
of Directors changed the fiscal year end from April 30 to December 31. As a result the Company filed a Form 10-KT for the period from
May 1, 2020-December 31, 2020.

 On July 16, 2024 the Company changed its name
to Byrn Inc.

 The Company has no operations or revenue as of
the date of this Report. We are currently in the process of developing a business plan. Management intends to explore and identify viable
business opportunities within the U.S. including seeking to acquire a business in a reverse merger. Our ability to effectively identify,
develop and implement a viable plan for our business may be hindered by risks and uncertainties which are beyond our control, including
without limitation, the continued negative effects of the coronavirus pandemic on the U.S. and global economies. For more information
about the risk of Covid-19 on our business, see Item 1A "Risk Factors."

 Plan of Operation

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

 Management intends to explore and identify business
opportunities within the U.S., including a potential acquisition of an operating entity through a reverse merger, asset purchase, or similar
transaction. Our Chief Executive Officer has experience in business consulting, although no assurances can be given that he can identify
and implement a viable business strategy or that any such strategy will result in profits. Our ability to effectively identify, develop
and implement a viable plan for our business may be hindered by risks and uncertainties which are beyond our control, including without
limitation, the continued negative effects of the coronavirus pandemic on the U.S. and global economies. For more information about the
risk of coronavirus on our business, see Item 1A "Risk Factors."

 We do not currently engage in any business activities
that provide revenue or cash flow. During the next 12-month period we anticipate incurring costs in connection with investigating, evaluating,
and negotiating potential business combinations, filing SEC reports, and consummating an acquisition of an operating business.

 Given our limited capital resources, we may consider
a business combination with an entity which has recently commenced operations, is a developing company or is otherwise in need of additional
funds for the development of new products or services or expansion into new markets, or is an established business experiencing financial
or operating difficulties and is in need of additional capital. Alternatively, a business combination may involve the acquisition of,
or merger with, an entity which desires access to the U.S. capital markets.

 As of the date of this Report, our Management
has not had any discussions with any representative of any other entity regarding a potential business combination. Any target business
that is selected may be financially unstable or in the early stages of development. In such event, we expect to be subject to numerous
risks inherent in the business and operations of a financially unstable or early-stage entity. In addition, we may effect a business combination
with an entity in an industry characterized by a high level of risk or in which our Management has limited experience, and, although our
Management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly
ascertain or assess all significant risks.

 Our Management anticipates that we will likely
only be able to effect one business combination due to our limited capital. This lack of diversification will likely pose a substantial
risk in investing in the Company for the indefinite future because it will not permit us to offset potential losses from one venture or
operating territory against gains from another. The risks we face will likely be heightened to the extent we acquire a business operating
in a single industry or geographical region.

 We anticipate that the selection of a business
combination will be a complex and risk-prone process. Because of general economic conditions, including unfavorable conditions caused
by the coronavirus pandemic, rapid technological advances being made in some industries and shortages of available capital, Management
believes that there are a number of firms seeking business opportunities at this time at discounted rates with which we will compete.
We expect that any potentially available business combinations may appear in a variety of different industries or regions and at various
stages of development, all of which will likely render the task of comparative investigation and analysis of such business opportunities
extremely difficult and complicated. Once we have developed and begun to implement our business plan, Management intends to fund our working
capital requirements through a combination of our existing funds and future issuances of debt or equity securities. Our working capital
requirements are expected to increase in line with the implementation of a business plan and commencement of operations.

 Based upon our current operations, we do not have
sufficient working capital to fund our operations over the next 12 months. If we are able to close a reverse merger, it is likely we will
need capital as a condition of closing that acquisition. Because of the uncertainties, we cannot be certain as to how much capital we
need to raise or the type of securities we will be required to issue. In connection with a reverse merger, we will be required to issue
a controlling block of our securities to the target's shareholders, which will be very dilutive.

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

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

 Off-Balance Sheet Arrangements

 We do not have 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 that are material to investors.

 Going Concern

 The independent registered public accounting firm
auditors' report accompanying our December 31, 2024 and December 31, 2023 financial statements contained an explanatory paragraph
expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming
that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments
in the ordinary course of business.

 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK

 Not applicable.

 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA

 Reference is made to the Financial Statements,
the notes thereto, and the Report of Independent Public Accountants thereon commencing on page F-1 of this Report, which Financial Statements,
notes and report are incorporated herein by reference.

 Index to Financial Statements

 Report of Independent Registered Public Accounting Firm - PCAOB ID 7116

 Balance Sheets as of December 31, 2024 and December 31, 202 3

 Statements of Operations for the Years Ended December 31, 2024, and December 31, 202 3

 Statements of Changes in Stockholders' Deficit for the Years Ended December 31, 2024 and December 31, 202 3

 Statements of Cash Flows for the Years Ended December 31, 2024 and December 31, 202 3

 Notes to Financial Statements

 Report
of Independent Registered Public Accounting Firm

 To the shareholders and the board of directors
of Byrn, Inc.

 Opinion on the Financial Statements

 We have audited the accompanying balance sheets
of Byrn, Inc as of December 31, 2024 and 2023, the related statements of operations, stockholders' (deficit), and cash flows for the years
then ended, 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 the years then ended, in conformity with accounting principles generally accepted in the United States.

 Substantial Doubt about the Company's
Ability to Continue as a 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
suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience
negative cash flows from operations. 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 also 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 audit. 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 audit 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 audit 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 audit 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 audit provides 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. The communication of critical audit matters does not alter in any way our opinion on the financial statements,
taken as a whole 10, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical
audit matters or on the accounts or disclosures to which they relate.

 No matters identified in the audit were considered
to be critical audit matters.

 /S/ Beckles & Co

 Beckles & Co. Inc. (PCAOB ID 7116)

 We have served as the Company's auditor since
2024

 West Palm Beach, FL

 April 11, 2025

 400 Columbia Drive, Suite 101

 West Palm Beach, FL 33409

 Ph.561 689-4093

 Fax: 954 827-0968

 F- 1

 BYRN INC.

 BALANCE SHEETS

 2024

 2023

 ASSETS

 Total Assets

 $
 -

 $
 -

 LIABILITIES & STOCKHOLDERS' DEFICIT

 Accounts payable

 $
 13,352

 $
 14,440

 Related party payables

 43,234

 15,677

 Current liabilities

 56,586

 30,117

 Total liabilities

 56,586

 30,117

 Stockholders' Deficit

 Preferred stock, par value $.001, 10,000,000 shares authorized, 10,000,000 issued and outstanding as of December 31, 2024 and December 31, 2023 respectively

 Common stock, Par Value $.001, 500,000,000 shares authorized, 419,984,423 and 419,984,423 issued and outstanding of shares as of December 31, 2024 and December 31, 2023, respectively

 Additional paid in capital

 117,035,540

 117,017,022

 Accumulated deficit

 ( 117,522,111
)

 ( 117,477,124
)

 Total Stockholders' (Deficit)

 ( 56,586
)

 ( 30,117
)

 Total Liabilities and Stockholders' Deficit

 $
 -

 $
 -

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

 F- 2

 BYRN INC.

 STATEMENTS OF OPERATIONS

 Year Ended

 Year Ended

 2024

 2023

 Revenue

 $
 -

 $
 -

 Operating Expenses:

 Administrative expenses -related party

 44,987

 21,221

 Total operating expenses

 44,987

 21,221

 (Loss) from operations

)

)

 Other (expense) income

 Other (expense) net

 -

 -

 Loss before provision for income taxes

)

)

 Provision for income taxes

 -

 -

 Net Loss

)

)

 Basic and diluted (loss) per common share

 $
 ( 0.00
)

 $
 ( 0.00
)

 Weighted average number of shares outstanding

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

 F- 3

 BYRN, INC.

 STATEMENTS OF CHANGES IN STOCKHOLDERS'
DEFICIT

 Preferred Stock

 Common Stock

 Additional
 Paid-in

 Accumulated

 Total
 Stockholders'

 Shares

 Value

 Shares

 Value

 Capital

 Deficit

 Deficit

 Balance, December 31, 2022

 10,000,000

 $

 $

 $
 117,017,022

 $
 ( 117,455,902
)

 $
 ( 8,896
)

 Net loss

)

)

 Balance, December 31, 2023

 10,000,000

 $

 $

 $
 117,017,022

 $
 ( 117,477,124
)

 $
 ( 30,117
)

 Net loss

)

)

 Forgiveness of related party debt

 18,518

 18,518

 Balance, December 31, 2024

 10,000,000

 $

 $

 $
 117,035,540

 $
 ( 117,522,111
)

 $
 ( 56,586
)

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

 F- 4

 BYRN INC.

 STATEMENTS OF CASH FLOWS

 Year Ended

 Year Ended

 2024

 2023

 Cash Flows From Operating Activities:

 Net (loss)

 $
)

 $
)

 Changes in operating assets and liabilities:

 Accounts payable and accrued expenses

 ( 1,088
)

 5,544

 Net cash (used in) operating activities

 ( 46,075
)

 ( 15,677
)

 Cash Flows From Financing Activities:

 Proceeds from related party loans

 46,075

 15,677

 Net cash provided by financing activities

 46,075

 15,677

 Net Increase (Decrease) In Cash

 -

 -

 Cash At The Beginning Of The Period

 -

 -

 Cash At The End Of The Period

 $
 -

 $
 -

 Supplemental disclosure of non-cash investing and financing activity

 Forgiveness of related party loan

 $
 18,518

 $
 -

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

 F- 5

 BYRN, INC.

 NOTES TO FINANCIAL STATEMENTS

 FOR THE YEARS ENDED DECEMBER 31, 2024 AND

 DECEMBER 31, 2023

 NOTE 1 – ORGANIZATION AND DESCRIPTION
OF BUSINESS

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

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

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

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

 On April 5, 2020, the Company granted Mr. Lazar
 10,000,000 preferred shares with super-voting rights of 21,000,000,000 common shares.

 On September 10, 2020, the Company filed a Certificate
of Designation with the State of Nevada changing the conversion and voting rights of the Company's Series A preferred stock, $.001
par value per share to 250 for each one (1) share of Series A preferred stock.

 On September 23, 2020, as a result of a private
transaction, 10,000,000 shares of Series A Convertible Preferred Stock, $ 0.001 par value per share (the "Shares") of the Company
were transferred from Custodian Ventures, LLC (the "Seller") to FiveT Capital Holding AG (the "Purchaser"). As
a result, the Purchaser became an approximately 50.2 % holder of the voting rights of the issued and outstanding share capital of the Company
on a fully-diluted basis of the Company and became the controlling shareholder. In connection with the transaction, David Lazar released
the Company from all debts owed to him and/or the Seller.

 On September 23, 2020, the existing director and
officer resigned immediately. Accordingly, David Lazar, serving as a director and an officer, ceased to be the Company's Chief Executive
Officer, Chief Financial Officer, President, Treasurer, Secretary, and Director.

 On November 24, 2020, Quture International, Inc.
amended its articles of incorporation to change its name to Byrn, Inc. (the "Name Change"). The change was made in anticipation
of entering into a new line of business operations.

 Also on November 24, 2020, the Company amended
its articles of incorporation to reverse split its common stock at a rate of 1 for 1,000 (the "Reverse"). Additionally, the
number of common shares authorized was reduced from 2,500,000,000 to 500,000,000. On December 1, 2020, FINRA declared the Name Change
and the Reverse effective.

 On November 24, 2020, the Company amended its articles of incorporation
to change its name from Quture International, Inc. to Born, Inc. (the "Name Change"). The change was made in anticipation
of entering into a new line of business operations.

 F- 6

 Also on November 24, 2020, the Company amended
its articles of incorporation to reverse split its common stock at a rate of 1 for 1,000 (the "Reverse"). Additionally, the
number of common shares authorized was reduced from 2,500,000,000 to 500,000,000. On December 1, 2020, FINRA declared the Name Change
and the Reverse effective.

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

 On February 16, 2021, Byrn, Inc. (the "Company")
entered into a share exchange agreement (the "Share Exchange Agreement") with Alkeon Creators, Inc. ("Alkeon"),
a United Kingdom corporation. Under the Share Exchange Agreement, One Hundred Percent ( 100 %) of the ownership interest of Alkeon was exchanged
for 406,646,919 shares of common stock of the Company. The former stockholders of Alkeon acquired a majority of the issued and outstanding
common stock as a result of the share exchange transaction. The transaction has been accounted for as a recapitalization of the
Company, whereby Alkeon is the accounting acquirer.

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

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

 On July 16, 2024 the Company changed its name
to Byrn Inc.

 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES

 Basis of Presentation

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

 Going Concern

 The accompanying financial statements have been
prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities
in the normal course of business for the twelve-month period following the date of these financial statements. The Company has incurred
significant operating losses since inception. As of December 31, 2024 the Company had a working capital deficit of $ 56,586 and negative
shareholders' equity of $ 117,522,111.

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

 F- 7

 Use of Estimates

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

 Cash and cash equivalents

 The Company considers all highly liquid temporary
cash investments with an original maturity of three months or less to be cash equivalents. On December 31, 2024, and December 31, 2023,
the Company's cash equivalents totaled $- 0 - and $-0- respectively.

 Income taxes

 The Company accounts for income taxes under FASB
ASC 740, "Accounting for Income Taxes". Under FASB ASC 740, deferred tax assets and liabilities are recognized
for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities
and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be recovered or settled. Under FASB ASC 740, the effect on deferred
tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. FASB ASC 740-10-05, "Accounting
for Uncertainty in Income Taxes" prescribes a recognition threshold and a measurement attribute for the financial statement
recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax
position must be more-likely-than-not to be sustained upon examination by taxing authorities.

 The amount recognized is measured as the largest
amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The Company assesses the validity
of its conclusions regarding uncertain tax positions quarterly to determine if facts or circumstances have arisen that might cause it
to change its judgment regarding the likelihood of a tax position's sustainability under audit.

 Stock-based Compensation

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

 F- 8

 Net Loss per Share

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

 Recent Accounting Pronouncements

 NOTE 3 – COMMITMENTS AND CONTINGENCIES

 The Company did not have any contractual commitment
as of December 31, 2024, and December 31, 2023.

 NOTE 4 – NOTES PAYABLE RELATED PARTY

 Mr. Lazar, the Company's Court-appointed
custodian is considered a related party. During the year ended December 31, 2024 he extended $ 45,565 in interest free demand loans to
the Company. Additionally Mr. Lazar forgave $ 18,518 in related party debt he had incurred.

 NOTE 5 – EQUITY

 Common stock

 The Company has authorized 500,000,000 shares
of Common Stock and 10,000,000 shares of Preferred Stock both with a par value of $ 0.001. As of December 31, 2024, and December 31, 2023,
respectively, there were 419,984,423 and 419,984,423 shares of Common Stock issued and outstanding. Stock issued and outstanding, respectively.

 Series A Preferred Stock

 As of December 31, 2024 and 2023 there were 10,000,000
Series A Preferred Shares outstanding which carried super voting rights of 21,000,000,000 common shares. Each share of Preferred A is
convertible into 250 shares of common stock.

 NOTE 6 – SUBSEQUENT EVENTS

 In accordance with ASC 855-10, Company has performed an evaluation of subsequent events from December
31, 2024, through April 15, 2025, the date the financial statements were issued. Based on the evaluation, the Company did not identify
any subsequent events that would have required adjustment or disclosure in the financial statements.

 F- 9

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

 None

 ITEM 9A. CONTROLS AND PROCEDURES

 Disclosure Controls and Procedures

 Disclosure Controls and Procedures – Our
Management, with the participation of our principal executive officer and principal financial officer, have evaluated the effectiveness
of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act
of 1934, as amended (the "Exchange Act") as of the end of the period covered by this Report.

 These controls are designed to ensure that information
required to be disclosed in the reports we file or submit pursuant to the Securities Exchange Act of 1934 is recorded, processed, summarized
and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and that such information
is accumulated and communicated to our Management, including our principal executive officer and principal financial officer, to allow
timely decisions regarding required disclosure.

 Based on this evaluation, our Management, including
our principal executive officer and principal financial officer, concluded that our disclosure controls and procedures were effective
as of December 31, 2024.

 We believe that our financial statements presented
in this annual report on Form 10-K fairly present, in all material respects, our financial position, results of operations, and cash flows
for all periods presented herein.

 Inherent Limitations – Our
Management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and
procedures will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable,
not absolute, assurance that the objectives of the control system are met. The design of any system of controls is based in part upon
certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its
stated goals under all potential future conditions. Further, the design of a control system must reflect the fact that there are resource
constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control
systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company
have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdown
can occur because of simple error or mistake. In particular, many of our current processes rely upon manual reviews and processes to ensure
that neither human error nor system weakness has resulted in erroneous reporting of financial data.

 Changes in Internal Control over Financial
Reporting – There were no changes in our internal control over financial reporting during our fourth fiscal quarter that
have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 This Annual Report does not include an attestation
report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not
subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission
that permit us to provide only Management's report in this Annual Report.

 Management Report on Internal
Control over Financial Reporting

 Our Management is responsible for establishing
and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange
Act. Those rules define internal control over financial reporting as a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles and includes those policies and procedures that:

 Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;

 Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and the receipts and expenditures of the company are being made only in accordance with authorizations of Management and directors of the Company; and

 Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or disposition of the company's assets that could have a material effect on the financial statements.

 Because of its inherent limitations, internal
controls over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.

 Management assessed the effectiveness of our internal
control over financial reporting as of December 31, 2024. In making this assessment, our Management used the criteria established in Internal
Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) 2013.

 Based on its assessment, Management has concluded
that as of December 31, 2024, our disclosure controls and procedures and internal control over financial reporting were effective.

 This Annual Report does not include an attestation
report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not
subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission
that permit us to provide only Management's report in this Annual Report.

 ITEM 9B. OTHER INFORMATION

 None

 ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS
THAT PREVENT INSPECTIONS.

 None

 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 All Directors of the Company hold office until
the next annual meeting of the security holders or until their successors have been elected and qualified. The officers of the Company
are appointed by the Board of Directors and hold office until their death, resignation or removal from office. The Directors and Executive
Officers, their ages, positions held, and duration as such, are as follows:

 Name

 Position Held with the Company

 Age

 Date First Elected
 or Appointed

 David Lazar

 President, CEO, Treasurer, CFO, Secretary, Sole Director

 July, 2023

 Business Experience

 The following table sets forth the names and positions
of our executive officers and directors. Directors will be elected at our annual meeting of stockholders and serve for one year or until
their successors are elected and qualify. Officers are elected by the Board and their terms of office are, except to the extent governed
by employment contract, at the discretion of the Board.

 David Lazar, 34, has been CEO and Chairman of
the Company since July 6. 2023. David Lazar is a private investor. Mr. Lazar has been a partner at Zenith Partners International
since 2013, where he specializes in research and development, sales, and marketing. From 2014 through 2015, David was the Chief Executive
Officer of Dico, Inc., which was then sold to Peekay Boutiques. Since February of 2018, Mr. Lazar has been the managing member of Custodian
Ventures LLC, where he specializes in assisting distressed public companies. Since March 2018, David has acted as the managing member
of Activist Investing LLC, which specializes in active investing in distressed public companies. David has a diverse knowledge of financial,
legal and operations Management; public company Management, accounting, audit preparation, due diligence reviews and SEC regulations.
Current Mr. Lazar is Chairman and CEO of Titan Pharmaceuticals, Inc.

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 Employment Agreements

 We have no formal employment agreement with David
Lazar, who is our sole employee, director or officer.

 Family Relationships

 None.

 Involvement in Certain Legal Proceedings

 None of our Directors, Executive Officers, promoters
or control persons has been involved in any of the following events during the past 10 years:

 1.

 A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an Executive Officer at or within two years before the time of such filing;

 2.

 Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses;

 3.

 Such person was the subject of 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, the following activities:

 i.

 Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, Director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity

 ii.

 Engaging in any type of business practice; or

 iii.

 Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

 4.

 Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;

 5.

 Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

 6.

 Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

 7.

 Such person was the 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:

 i.

 Any Federal or State securities or commodities law or regulation; or

 ii.

 Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

 iii.

 Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

 8.

 Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

 Code of Ethics

 As of the date of filing, the Company has never
adopted a corporate code of ethics, and the new Management of the Company has not yet made plans to formulate such a code.

 Board and Committee Meetings

 Our Board of Directors currently consists of one
member, Mr. David Lazar. The Board of Directors held no formal meetings during the year ended December 31, 2024. Until the Company develops
a more comprehensive Board of Directors, all proceedings will be conducted by resolutions consented to in writing by all the Directors
and filed with the minutes of the proceedings of the Directors. Such resolutions consented to in writing by the Directors entitled to
vote on that resolution at a meeting of the Directors are, according to the Nevada General Corporate Law and our Bylaws, as valid and
effective as if they had been passed at a meeting of the Directors duly called and held.

 Nomination Process

 During the year ended December 31, 2024, we did
not affect any material changes to the procedures by which our shareholders may recommend nominees to our Board of Directors. Our Board
of Directors does not have a policy with regard to the consideration of any Director candidates recommended by our shareholders. Our Board
of Directors has determined that it is in the best position to evaluate our company's requirements as well as the qualifications
of each candidate when the Board of Directors considers a nominee for a position on our Board of Directors. If shareholders wish to recommend
candidates directly to our Board of Directors, they may do so by sending communications to the President of our Company at the address
on the cover of this Comprehensive Annual Report on Form 10-K.

 Audit Committee

 Currently, the Company does not have an Audit
Committee. The Company intends to appoint audit, compensation and other applicable committee members as it identifies individuals with
pertinent expertise.

 Audit Committee Financial Expert

 Our Board of Directors does not have a member
that qualifies as an "audit committee financial expert" as defined in Item 407(d)(5)(ii) of Regulation S-K. The Company intends
to appoint audit, compensation and other applicable committee members as it identifies individuals with pertinent expertise.

 Item 11. Executive Compensation.

 The particulars of the compensation paid to the
following persons, namely:

 (a)

 our Principal Executive Officer;

 (b)

 each of our two most highly compensated Executive Officers who were serving as Executive Officers at the end of the year ended December 31, 2024, and;

 (c)

 up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our Executive Officer at the end of the year ended December 31, 2024,

 whom we will collectively refer to as the named
Executive Officers of the Company, are set out in the following summary compensation table, except that no disclosure is provided for
any named Executive Officer, other than the Principal Executive Officers, whose total compensation did not exceed $100,000 for the respective
fiscal year.

 2023 SUMMARY COMPENSATION TABLE

 Name and Principal Position

 Year

 Salary

 ($)

 Bonus

 ($)

 Stock

 Awards

 ($)

 Option

 Awards

 ($)

 Non-Equity

 Incentive Plan

 Compensation

 ($)

 Change in

 Pension Value

and

 Nonqualified

 Deferred

 Compensation

 Earnings

($)

 All Other

 Compensation

 ($)

 Total

($)

 David Lazar

 2024

 President, CEO, Treasurer, CFO, Secretary, Director

 2023

 There are no arrangements or plans in which we
provide pension, retirement or similar benefits for Directors or Executive Officers. Our Directors and Executive Officers may receive
share options at the discretion of our Board of Directors in the future. We do not have any material bonus or profit sharing plans pursuant
to which cash or non-cash compensation is or may be paid to our Directors or Executive Officers, except that share options may be granted
at the discretion of our Board of Directors.

 Grants of Plan-Based Awards

 There were no grants of plan-based awards during
the years ended December 31, 2024 and 2023.

 Outstanding Equity Awards at Fiscal Year End

 There were no outstanding equity awards at the
year ended December 31, 2024.

 Option Exercises and Stock Vested

 During our fiscal year ended December 31, 2024,
there were no options exercised by our named officer.

 Compensation of Directors

 We do not have any agreements for compensating
our Directors for their services in their capacity as Directors.

 Pension, Retirement or Similar Benefit Plans

 There are no arrangements or plans in which we
provide pension, retirement or similar benefits for Directors or Executive Officers. We have no material bonus or profit-sharing plans
pursuant to which cash or non-cash compensation is or may be paid to our Directors or Executive Officers, except that stock options may
be granted at the discretion of the Board of Directors or a committee thereof.

 Item 12. Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters.

 The following table sets forth, as of December
31, 2024, certain information with respect to the beneficial ownership of our common shares by each shareholder known by us to be the
beneficial owner of more than 5% of our common shares, as well as by each of our current Directors and Executive Officers as a group.
Each person has sole voting and investment power with respect to the shares of Common Stock, except as otherwise indicated. Beneficial
ownership consists of a direct interest in the shares of Common Stock, except as otherwise indicated.

 Under Rule 13d-3, a beneficial owner of a security
includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares:
(i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power
to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for
example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned
by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as
of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed
to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result,
the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person's actual ownership
or voting power with respect to the number of shares of Common Stock actually outstanding on December 31, 2024. As of December 31, 2024,
there were 419,984,423 of our company's Common Stock issued and outstanding.

 Name and Address of Beneficial Owner (1)

 Amount and
 Nature of
 Beneficial
 Ownership

 Percentage
 of Common shares

 David Lazar (4)(5)

 9,000,000

 77.1
 %

 Directors and Executive Officers as a Group (1 person)

 9,000,000

 77.1
 %

 5% or greater shareholders

 Creators Guild (2)(3)

 284,154,791

 67.7
 %

 Cosmos Sicav PLC-Open Capital Fund

 57,182,483

 13.6
 %

 (1)

 Percentages are calculated based on 419,984,423 shares of the Company's Common Stock issued and outstanding on December 31, 2024.

 (2)

 Jean Christophe Chopin has voting control over 264,897,059 shares held by Creators Guild. Additionally he owns 19,257,732 in his own name and 1,000,000 preferred shares for a total of 284,154,791 common shares.

 (3)

 Address at Impasse Champ- Collin Nyon Champ 1260 Switzerland.

 (4)

 Address at 3445 Lawrence Avenue, Oceanside, NY 11572.

 (5)

 David Lazar holds super-voting Preferred Shares with voting rights of 21,000,000,000 common shares. Each share of Preferred Stock is convertible to 250 shares of common stock. The ownership percentage of 85.6% assumes all of his preferred stock is converted to common stock.

 (6)

 Roberto Colapinto has voting control. Address skyway Offices, Block C, Office 1 179 Marina Street MT-41 Pieta PTA Malta.

 Item 13. Certain Relationships and Related
Transactions, and Director Independence.

 Mr. Lazar, the Company's Court-appointed
custodian is considered a related party. During the year ended December 31, 2024 he extended $44,987 in interest free demand loans to
the Company.

 Director Independence

 The Company does not have a separately designated
nominating committee of our Board of Directors. None of our directors is deemed to be independent, as such term is defined in the listing
standards of The Nasdaq Stock Market, Inc. ("Nasdaq").

 Item 14. Principal Accounting Fees and Services.

 Year
 Ended

 Year
 Ended

 2024

 2023

 Audit Fees

 $
 8,500

 $
 2,000

 Total

 $
 8,500

 $
 2,000

 Our Board of Directors pre-approves all services
provided by our independent auditors. All of the above services and fees were reviewed and approved by the Board of Directors either before
or after the respective services were rendered.

 Our Board of Directors has considered the nature
and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit
is compatible with maintaining our independent auditors' independence.

 Item 15. Exhibits, Financial Statement Schedules

 The following exhibits are included as part of
this report:

 Exhibit

 Incorporated by Reference

 Number

 Exhibit Description

 Form

 Exhibit

 Filing Date

 3.1

 Articles of Incorporation and Amendments, as filed with the Nevada Secretary of State.

 SB-2

 3.1

 6/8/2007

 3.2

 Certificates of Amendment

 3.2

 7/21/2020

 3.3

 Motion for Custodianship

 3.3

 7/21/2020

 3.4

 Certificate of Reinstatement

 3.4

 7/21/2020

 3.5

 Bylaws

 SB-2

 3.2

 6/8/2007

 31*

 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer and Chief Financial Officer.

 32*

 Rule 1350 Certifications of Chief Executive Officer and Chief Financial Officer.

 101.INS*

 101.SCH*

 101.CAL*

 101.DEF*

 101.LAB*

 101.PRE*

 *

 Filed herewith.

 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, thereto duly authorized.

 BYRN, INC.

 (Registrant)

 Dated: April 15, 2025

 By:

 /s/ David Lazar

 David Lazar

 Chief Executive Officer

 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.

 Dated: April 15, 2025

 By:

 /s/ David Lazar

 David Lazar

 President, Chief Executive Officer,

Chief Financial Officer,

 Chairman of the Board,

Principal Executive Officer,

Principal Financial Officer and

 Principal Accounting Officer

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