OTC: MWAI
MedWellAI, Inc.CIK 0001520118 · SIC 6199 · Finance Services
We were incorporated in the State of Nevada on March 22, 2011 under the name Lightcollar, Inc. In March 2015, we changed our name to EMS Find, Inc. On May 30, 2017, Integrated Ventures, Inc. (“Integrated Ventures”), a Nevada corporation, was formed as a wholly owned subsidiary of the Company.… About this business →
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Latest financial statements
From 10-K filed Oct 13, 2026 (period ending Jun 30, 2026). As printed on the EDGAR/iXBRL face — not generated by the model.
Consolidated Statements of Operations
| Description | Year ended June 30, 2026 | Year ended June 30, 2025 |
|---|---|---|
| Revenue: | ||
| Commissions | 437,857 | 576,931 |
| Online sales, net | - | 17,837 |
| Rental income | 90,000 | - |
| Total revenue | 527,857 | 594,768 |
| Costs and expenses: | ||
| Cost of revenues online products | - | 8,094 |
| Cost of revenues rent | 31,025 | - |
| General and administrative | 1,660,340 | 2,619,322 |
| Depreciation and amortization | 34,021 | 31,907 |
| Realized (gain) loss on sale/purchase of digital assets | - | 23,894 |
| Impairment expense | 38,966 | 752,125 |
| Total operating expenses | 1,764,352 | 3,435,342 |
| Income (loss) from operations | (1,236,495) | (2,840,574) |
| Other income (expense): | ||
| Other income | 10,770 | - |
| Interest expense | (52,329) | (52,239) |
| Loss on settlement of payables | - | (56,887) |
| Loss on exchange of Series C & D preferred shares | (241,918) | - |
| Total other income (expense) | (283,477) | (109,126) |
| Income (loss) from continued operations before income taxes | (1,519,972) | (2,949,700) |
| Provision for income taxes | - | - |
| Net income (loss) from continued operations | (1,519,972) | (2,949,700) |
| Net income (loss) from discontinued operations | (72,939) | (829,557) |
| Net income (loss) | (1,592,911) | (3,779,257) |
| Net income (loss) attributable to noncontrolling interest | (3,446) | (172,112) |
| Net income (loss) attributable to MedWellAI, Inc. | (1,589,465) | (3,607,145) |
| Continuing operations: | ||
| Net income (loss) per common share attributable to shareholders, basic | (0.24) | (0.49) |
| Net income (loss) per common share attributable to shareholders, diluted | (0.24) | (0.49) |
| Weighted average number of common shares outstanding, basic | 6,293,840 | 5,705,232 |
| Weighted average number of common shares outstanding, diluted | 6,293,840 | 5,705,232 |
| Discontinuing operations: | ||
| Net income (loss) per common share attributable to shareholders, basic | (0.01) | (0.15) |
| Net income (loss) per common share attributable to shareholders, diluted | (0.01) | (0.15) |
| Weighted average number of common shares outstanding, basic | 6,293,840 | 5,705,232 |
| Weighted average number of common shares outstanding, diluted | 6,293,840 | 5,705,232 |
Consolidated Balance Sheets
| Description | June 30, 2026 | June 30, 2025 |
|---|---|---|
| ASSETS | ||
| Current assets: | ||
| Cash | 86,222 | 401,310 |
| Receivables | 9,099 | 287 |
| Prepaid expenses and other current assets | 10,556 | 10,956 |
| Deposits, Current | 6,000 | 6,000 |
| Current assets of discontinued operations | - | 220 |
| Total current assets | 111,877 | 418,773 |
| Other assets: | ||
| Property and equipment, net | 890 | 42,069 |
| Intangible assets, net | 27,680 | 51,430 |
| Operating lease right-of-use assets | - | 95,509 |
| Deposits, noncurrent | - | 125,000 |
| Other assets of discontinued operations | - | 72,719 |
| Total other assets | 28,570 | 386,727 |
| TOTAL ASSETS | 140,447 | 805,500 |
| LIABILITIES, MEZZANINE AND STOCKHOLDERS' EQUITY (DEFICIT) | ||
| Current liabilities: | ||
| Accounts payable | 137,904 | 123,620 |
| Accrued expenses | 110,121 | 62,837 |
| Deferred revenue | - | 203 |
| Accrued preferred stock dividends | - | 2,133,081 |
| Operating lease liability, current | - | 26,750 |
| Due to related party | 711,115 | 209,419 |
| Notes payable in default, net of debt discount | 500,000 | 500,000 |
| Series C convertible preferred stock, $0.001 par value, 6,500 shares authorized, 6,500 shares issued and outstanding as of June 30, 2026 | 6,500,000 | - |
| Total current liabilities | 7,959,140 | 3,055,910 |
| Long Term Liabilities | ||
| Sub-lease security deposit | - | 7,500 |
| Operating lease liability, long-term | - | 77,525 |
| Total Liabilities | 7,959,140 | 3,140,935 |
| Mezzanine: | ||
| Series C preferred stock, $0.001 par value, 3,000 shares authorized, 1,125 shares issued and outstanding as of June 30, 2026 | - | 1,125,000 |
| Series D preferred stock, $0.001 par value, 4,000 shares authorized, 3,000 shares issued and outstanding as of June 30, 2026 | - | 3,000,000 |
| Commitments and contingencies | - | - |
| Stockholders' equity (deficit): | ||
| Series A preferred stock, $0.001 par value, 1,000,000 shares authorized, 500,000 shares issued and outstanding as of June 30, 2026 and June 30, 2025 | 500 | 500 |
| Series B preferred stock, $0.001 par value, 1,500,000 shares authorized, 130,000 shares issued and outstanding as of June 30, 2026 and June 30, 2025 | 130 | 130 |
| Common stock payable | 83,708 | 26,250 |
| Common stock, $0.001 par value, 300,000,000 shares authorized, 6,536,580 and 6,186,580 shares issued and outstanding as of June 30, 2026 and June 30, 2025, respectively | 6,533 | 6,183 |
| Additional paid in capital | 82,193,063 | 82,016,218 |
| Accumulated deficit | (90,263,345) | (88,673,880) |
| Total Stockholders' deficit of MedWellAI, Inc. and Subsidiaries | (7,979,411) | (6,624,599) |
| Noncontrolling interest | 160,718 | 164,164 |
| Total stockholders' deficit | (7,818,693) | (6,460,435) |
| Total liabilities, mezzanine and stockholders' deficit | 140,447 | 805,500 |
Consolidated Statements of Cash Flows
| Description | Years ended June 30, 2026 | Years ended June 30, 2025 |
|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||
| Net income (loss) from continuing operations | (1,519,972) | (2,949,700) |
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
| Depreciation and amortization | 34,021 | 31,907 |
| Impairment expense | 38,966 | 752,125 |
| Stock-based compensation | 223,018 | 599,542 |
| Realized loss on sale/purchase of digital assets | - | 23,894 |
| Loss on settlement of payables | - | 56,887 |
| Loss on exchange of Series C & D preferred stock | 241,918 | - |
| Lease cost, net of repayment | (8,766) | 14,766 |
| Change in fair value of digital assets | - | - |
| Operating cost paid with digital assets | - | 3,244 |
| Revenue recognized from Bitcoin mined | ||
| Changes in operating assets and liabilities: | ||
| Receivables | (8,812) | 2,588 |
| Prepaid expenses and other current assets | 125,400 | 115,034 |
| Accounts payable | 25,920 | 99,594 |
| Accrued expenses | 47,284 | 35,205 |
| Sub-lease security deposit | (7,500) | - |
| Deferred revenue | (203) | 203 |
| Due to related party | 501,696 | 279,399 |
| Net cash provided by (used in) operating activities continuing | (307,030) | (935,312) |
| Net cash provided by (used in) operating activities discontinuing | - | 86,781 |
| Net cash provided by (used in) operating activities | (307,030) | (848,531) |
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||
| Cash acquired in acquisition of Healthy Lifestyle USA LLC | - | 4,711 |
| Purchase of 51% interest in Healthy Lifestyle USA LLC | - | (250,000) |
| Net proceeds from the sale of digital assets | - | 8,380,352 |
| Purchase of digital assets | - | (6,810,165) |
| Purchase of property and equipment | - | (2,242) |
| Purchase of leasehold improvements | (8,058) | (40,885) |
| Purchase of intangible assets | - | (186,025) |
| Cash deposit received from subtenant | - | 7,500 |
| Net cash provided by (used in) investing activities continuing | (8,058) | 1,103,246 |
| Net cash provided by (used in) investing activities discontinuing | - | 88,780 |
| Net cash provided by (used in) investing activities | (8,058) | 1,192,026 |
| CASH FLOWS FROM FINANCING ACTIVITIES: | - | - |
| Net cash provided by (used in) financing activities continuing | - | - |
| Net cash provided by (used in) financing activities discontinuing | - | - |
| Net cash provided by (used in) financing activities | - | - |
| Net increase (decrease) in cash | (315,088) | 343,495 |
| Cash, cash equivalents, and restricted cash beginning of period | 401,310 | 57,815 |
| Cash, cash equivalents, and restricted cash end of period | 86,222 | 401,310 |
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
| Cash paid during the period for: | ||
| Interest | - | 30,000 |
| Income taxes | - | - |
| Non-cash investing and financing activities - continuing: | ||
| Common Stock issued for purchase of 51% interest in Healthy Lifestyle USA LLC | - | 100,000 |
| Common stock payable in exchange for settlement of liabilities | - | 148,455 |
| Recognition of lease liability and ROU asset at lease commencement | - | 112,746 |
| Payment of amounts due to related party with digital assets | - | 116,751 |
| Share exchange agreement with BHP Capital | 6,500,000 | - |
| Forgiveness of related party account payable | 11,635 | - |
| Non-cash investing and financing activities - discontinuing: | ||
| Common stock issued for purchase of bitcoin miners | - | - |
| Purchase of bitcoin miners with digital assets | - | - |
Amounts as printed on the EDGAR/iXBRL face. Labels, columns, and figures are the filing face, not a GAAP stencil. Interactive statements & notes on EDGAR ↗
About MedWellAI, Inc.
Source: Item 1 (Business) from the 10-K filed October 13, 2026. Description as filed by the company with the SEC.
Item 1. Business.
We were incorporated in the State of Nevada on March 22, 2011 under the name Lightcollar, Inc. In March 2015, we changed our name to EMS Find, Inc. On May 30, 2017, Integrated Ventures, Inc. (“Integrated Ventures”), a Nevada corporation, was formed as a wholly owned subsidiary of the Company. Pursuant to an Agreement and Plan of Merger dated May 30, 2017, Integrated Ventures was merged into the Company, with the Company being the surviving corporation and changing its name to Integrated Ventures, Inc. In July 2024, the Company formed three wholly-owned subsidiaries, MedWell Direct, LLC (“MedWell Direct”), MedWell Facilities, LLC (“MedWell Facilities”), and MedWell USA, LLC (“MedWell USA), all of which were organized in the State of Nevada. In June 2025, we changed our name to MedWellAI, Inc.
On August 29, 2024, the Company, through MedWell Direct, consummated its acquisition of 51% of the membership interests of Healthy Lifestyle USA LLC, a Florida limited liability company (“Healthy Lifestyle”).
We are a publicly traded company (OTCQB: MWAI), based in Clearwater, Florida, that is focused on earning commissions through the use of a fully automated e-commerce platform that connects in-office buyers with multiple FDA-registered 503B pharmacies, offering GLP-1 weight management therapies, peptides and other compounds.
The Company also markets a turnkey, custom solution for qualified procurement agents and resellers to market in-office use products.
This e-commerce platform enables procurement agents and resellers to market products to licensed healthcare providers, wellness spas and telemedicine companies in a 100% automated, cost-effective, efficient, compliant and profitable manner without requiring any infrastructure investment.
Read full description ↓
Key features of the platform include access to multiple 503B outsourcing facilities, over 100 products, personalized pricing, direct payment deposits, custom domain options, and onboarding support.
The platform allows for seamless ordering, fulfillment, and shipping managed directly by the 503B facilities.
Recent Material Developments
Series B Certificate of Amendment
On April 16, 2026, the Company filed with the Secretary of State of the State of Nevada a Certificate of Amendment (the “Series B Certificate of Amendment”) to the Certificate of Designation, Preferences and Rights of Series B Convertible Preferred Stock of the Company, which was originally filed on December 21, 2015 and corrected on November 7, 2016. Pursuant to the Series B Certificate of Amendment, the Company has increased the designated and authorized number of shares of Series B Convertible Preferred Stock from 1,000,000 to 1,500,000.
Share Exchange and Series C Amended and Restated Certificate of Designation
On July 21, 2025, the Company entered into a Share Exchange Agreement (the “Exchange Agreement”), pursuant to which the Company and BHP Capital NY, Inc. (the “BHP”) agreed to effect a consolidation and exchange of securities (the “Exchange”), whereby BHP agreed to exchange (i) 3,000 shares of Series D Preferred Stock of the Company and (ii) 1,500 shares of Series C Preferred Stock of the Company (collectively, the “Pre-Exchange Shares”) for an aggregate of 6,500 shares of newly designated Series C Preferred Stock, subject to terms and conditions set forth in the Exchange Agreement. As part of the Exchange, the Company agreed to retire $2,133,081 in accrued but unpaid dividends due to BHP pursuant to its ownership of the Pre-Exchange Shares.
On August 1, 2025, pursuant to the Exchange Agreement, the Company filed an Amended and Restated Certificate of Designation of Preferences, Rights, and Limitations (the “Series C A&R Certificate of Designation”) of Series C Convertible Preferred Stock of the Company (the “Series C Preferred Stock”) with the Secretary of State of the State of Nevada. The following is a summary of the terms of the Series C Preferred Stock, as amended:
·
Dividends. Holders of Series C Preferred Stock shall be entitled to receive, and the Company shall pay, dividends on shares of Series C Preferred Stock equal to (on an as-if-converted-to-Common-Stock basis) and in the same form as dividends actually paid on shares of the Company’s Common Stock (the “Common Stock”) when, as and if such dividends are paid on shares of the Common Stock.
·
Voting Rights. The Series C Preferred Stock will vote together with the Common Stock on an as-converted basis subject to certain beneficial ownership limitations. In addition, for as long as any shares of Series C Preferred Stock are outstanding, the Company shall not, without the affirmative vote of the holders of a majority of the then outstanding shares of the Series C Preferred Stock (a) amend or alter the rights, powers, or preferences of the Series C Preferred Stock; (b) authorize or issue any class of stock senior to, or otherwise pari passu with, the Series C Preferred Stock; (c) amend the Company’s charter documents in a way that adversely affects the Series C Preferred Stock; (d) increase the number of authorized shares of Series C Preferred Stock; or (e) enter into any agreement with respect to any of the foregoing.
·
Liquidation. Upon any Liquidation (as defined in the Series C A&R Certificate of Designation), holders of Series C Preferred Stock shall be entitled to receive the Stated Value (as defined in the Series C A&R Certificate of Designation) of their shares plus any accrued and unpaid dividends or other applicable fees, before any distribution is made to holders of junior securities. If the Company’s assets are insufficient to pay all such amounts in full, they will be distributed pro rata among holders of Series C Preferred Stock based on the amounts otherwise payable.
·
Conversion. Each share of Series C Preferred Stock shall be convertible, at any time and from time to time at the option of the holder thereof, into the number of shares of Common Stock, subject to certain ownership limitations set forth in the Series C A&R Certificate of Designation. The number of shares of Common Stock issuable upon conversion by dividing the Stated Value by the Conversion Price, which equals to the previous trading day’s closing price of the Common Stock. The Conversion Price is subject to adjustments and restrictions set forth in the Series C A&R Certificate of Designation.
Competition
We operate in a highly competitive environment across the wellness and compounded pharmaceutical sectors. The broader wellness industry represents a large consumer and clinic economy, while compounded pharmaceuticals constitute a smaller but strategically significant segment in the United States. Our operations compete primarily within the compounded pharmaceutical space, focusing on weight management, hormone therapies, peptides, and personalized care solutions.
Financial
Through June 6, 2024, we operated our digital asset mining operations in one hosted facility in Granberry, Texas. The hosting and power purchase agreement for this facility required the Company to pay monthly a contractual rate per kilowatt hour of electricity consumed in the Company’s digital asset mining operations. As of June 7, 2024, all miners were disconnected from their power source. On February 7, 2025, the Company agreed to terminate the hosting and power purchase agreement. As a result, the hosting facility agreed to forgive $843,544 of payables and pay the Company $87,000 in exchange for the $578,147 deposit collected as part of the hosting and power purchase agreement. Accordingly, during the year ended June 30, 2025, the Company recognized a $352,397 gain on settlement of payables. The hosting facility further released the Company’s miners. During the year ended June 30, 2025 the Company sold many of their miners and reported their digital asset mining operations as discontinued operations in its financial statements.
Revenues from commissions, were $437,857 and $576,931 for the years ended June 30, 2026 and 2025, respectively.
Revenues from online sales, which are no longer being pursued due to regulatory hurdles, were $0 and $17,837 for the years ended June 30, 2026 and 2025, respectively.
Rental income was $90,000 and $0 for the years ended June 30, 2026 and 2025, respectively.
Historically, we have funded our operations primarily from cash generated from our digital asset mining operations and proceeds from convertible notes payable and preferred stock. During the year ended June 30, 2025, the Company’s digital asset mining operations were discontinued but digital assets generated prior to the discontinuation and on hand as of June 30, 2024 were sufficient to fund operations during the years ended June 30, 2026 and 2025. During the years ended June 30, 2026 and 2025, we generated negative cash flow from operations. We did not incur additional debt or issue securities for cash.
Additional Capital Requirements
To continue to operate, complete and successfully operate our business and to fund future operations, we may need to raise additional capital for expansion or other expenses of operations. The amount and timing of future funding requirements will depend on many factors, including the timing and results of our ongoing operations, and potential new development and administrative support expenses. We anticipate that we will seek to fund our operations through public or private equity or debt financings or other sources, such as potential collaboration agreements. If additional financing is required, we cannot be certain that it will be available to us on favorable terms, or at all.
Employees
We presently have five full-time employees including Steve Rubakh, our sole officer and director, who devotes 100% of his time to our operations. We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, we may adopt such plans in the future. There are presently no personal benefits available to any officers, directors or employees; however, we at times do reimburse Mr. Rubakh for certain health insurance and medical costs.
Available Information
All reports of the Company filed with the Securities and Exchange Commission (the “SEC”) are available free of charge through the SEC’s website at www.sec.gov. In addition, the public may read and copy materials filed by the Company at the SEC’s Public Reference Room located at 100 F Street, N.E., Washington, D.C. 20549. The public may also obtain additional information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.