UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
For the quarterly period ended
For the transition period from ____________ to____________
Commission File Number:
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
Registrant’s Principal Executive Offices
(Registrant’s telephone number, including area code)
7901 4th St N STE 300
St. Petersburg, FL 33702
Agent for Service
(850) 807-4500
(Agent’s telephone number, including area code)
Securities registered under Section 12(b) of the Exchange Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| N/A |
Securities registered pursuant to section 12(g) of the Act:
Common Stock, no par value 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 Act. ☐ Yes ☒ No
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. ☒
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 | ☐ |
| ☒ | 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 transaction period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes
As of February 13, 2026, there were
MEDICAL EXERCISE INC.
Quarterly Report on Form 10-Q
For the Quarter ended December 31, 2025
TABLE OF CONTENTS
i
MEDICAL EXERCISE INC.
FINANCIAL STATEMENTS
F-1
MEDICAL EXERCISE INC.
BALANCE SHEETS
| December 31, | March 31, | |||||||
| 2025 | 2025 | |||||||
| (Unaudited) | ||||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| Intangible assets, net | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and Stockholders’ Deficit | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Advances payable - related parties | ||||||||
| Contract liabilities | ||||||||
| Sales tax payable | ||||||||
| Total current liabilities | ||||||||
| Commitments and contingencies - See Note 7 | ||||||||
| Stockholders’ deficit: | ||||||||
| Common stock, par value; | ||||||||
| Subscription receivable ( | ( | ) | ( | ) | ||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ deficit | ( | ) | ( | ) | ||||
| Total liabilities and stockholders’ deficit | $ | $ | ||||||
The accompanying condensed notes are an integral part of the unaudited financial statements.
F-2
MEDICAL EXERCISE INC.
STATEMENTS OF OPERATIONS
(Unaudited)
| For the Three Months | For the Three Months | For the Nine Months | For the Nine Months | |||||||||||||
| Ended | Ended | Ended | Ended | |||||||||||||
| December 31, | December 31, | December 31, | December 31, | |||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Cost of revenues | ||||||||||||||||
| Operating profit | ||||||||||||||||
| Operating expenses: | ||||||||||||||||
| Compensation expense | ||||||||||||||||
| Advertising | ||||||||||||||||
| Depreciation and amortization | ||||||||||||||||
| Impairment of property and equipment | ||||||||||||||||
| Selling, general and administrative expenses | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income (expense): | ||||||||||||||||
| Gain (loss) on sale of property and equipment | ( | ) | ||||||||||||||
| Total other income, net | ( | ) | ||||||||||||||
| Net loss before income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Provision for income taxes | ||||||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net loss per share: | ||||||||||||||||
| Basic and diluted | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
| Weighted average number of common shares outstanding: | ||||||||||||||||
| Basic and diluted | ||||||||||||||||
The accompanying condensed notes are an integral part of the unaudited financial statements.
F-3
MEDICAL EXERCISE INC.
STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2025
| Common Stock | Subscription | Accumulated | ||||||||||||||||||
| Shares | Amount | Receivable | Deficit | Total | ||||||||||||||||
| Balance - September 30, 2025 (Unaudited) | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||
| Common shares issued for cash | ||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance - December 31, 2025 (Unaudited) | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||
| Common Stock | Subscription | Accumulated | ||||||||||||||||||
| Shares | Amount | Receivable | Deficit | Total | ||||||||||||||||
| Balance - March 31, 2025 | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||
| Common shares issued for cash | ||||||||||||||||||||
| Common shares issued for services rendered | ||||||||||||||||||||
| - | ||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance - December 31, 2025 (Unaudited) | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||
The accompanying condensed notes are an integral part of the unaudited financial statements.
F-4
MEDICAL EXERCISE INC.
STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2024
(Unaudited)
| Common Stock | Subscription | Accumulated | ||||||||||||||||||
| Shares | Amount | Receivable | Deficit | Total | ||||||||||||||||
| Balance - September 30, 2024 (Unaudited) | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||
| Subscription receivable satisfied by recognition of compensation and reduction of advances payable - related party | - | |||||||||||||||||||
| - | ||||||||||||||||||||
| Subscriptions receivable received | - | |||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance - December 31, 2024 (Unaudited) | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||
| Common Stock | Subscription | Accumulated | ||||||||||||||||||
| Shares | Amount | Receivable | Deficit | Total | ||||||||||||||||
| Balance - March 31, 2024 | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||
| Subscription receivable received | - | |||||||||||||||||||
| - | ||||||||||||||||||||
| Common shares issued to related party for compensation and to reduce advances payable - related party | ||||||||||||||||||||
| Common shares contributed back to company | ( | ) | ||||||||||||||||||
| Common shares issued for cash | ( | ) | ||||||||||||||||||
| - | ||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance - December 31, 2024 (Unaudited) | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||
The accompanying condensed notes are an integral part of the unaudited financial statements.
F-5
MEDICAL EXERCISE INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
| For the Nine Months | For the Nine Months | |||||||
| Ended | Ended | |||||||
| December 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Cash Flows From Operating Activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in | ||||||||
| operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Impairment of property and equipment | ||||||||
| (Gain) loss on sale of property and equipment | ( | ) | ||||||
| Share-based compensation | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts payable and accrued expenses | ( | ) | ||||||
| Contract liabilities | ( | ) | ||||||
| Deferred rent | ( | ) | ||||||
| Sales tax payable | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash Flows From Investing Activities: | ||||||||
| Purchases of property and equipment | ( | ) | ||||||
| Proceeds from sale of property and equipment | ||||||||
| Purchases of intangible assets | ( | ) | ( | ) | ||||
| Net cash provided by (used in) investing activities | ( | ) | ||||||
| Cash Flows From Financing Activities: | ||||||||
| Proceeds from issuance of common shares | ||||||||
| Proceeds from related party advances | ||||||||
| Repayments of related party advances | ( | ) | ||||||
| Proceeds from subscription receivable | ||||||||
| Net cash provided by financing activities | ||||||||
| Net increase (decrease) in cash | ( | ) | ||||||
| Cash at beginning of period | ||||||||
| Cash at end of period | $ | $ | ||||||
| Supplemental Disclosure of Cash Flow Information: | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for taxes | $ | $ | ||||||
| Supplemental Disclosure of Non-Cash Investing and Financing Activities: | ||||||||
| Common shares issued to reduce advances payable to related party | $ | $ | ||||||
The accompanying condensed notes are an integral part of the unaudited financial statements.
F-6
MEDICAL EXERCISE INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025 AND 2024
NOTE 1 — NATURE OF OPERATIONS
Overview
Medical Exercise Inc. (the “Company”) is a provider of physical therapy services for individuals suffering from back or neck pain. The Company offered its services in one location until providing notice to the landlord to terminate its office space effective June 30, 2024. Subsequent to providing notice of termination of the lease, the Company began the search for another location for its operations. The Company is exploring options in Ft. Lauderdale, Florida.
The Company’s fiscal year end is March 31. The Company, having originally incorporated as MedX Back Pain Clinics Inc. on September 21, 2023, changed its name to Medical Exercise Inc. on November 5, 2024.
NOTE 2 — GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS
As of December 31, 2025, the Company had cash
of $
During the nine months ended December 31, 2025,
the Company received proceeds of $
The Company has experienced net losses and negative cash flows from operations since inception. The Company’s ability to continue its operations is dependent upon its ability to obtain additional capital through public or private equity offerings, debt financings or other sources; however, financing may not be available to the Company on acceptable terms, or at all. The Company’s failure to raise capital as and when needed could have a negative impact on its financial condition and its ability to pursue its business strategy, and the Company may be forced to curtail or cease operations.
Management’s plans regarding these matters encompass the following actions: 1) obtain funding from new investors from a combination of debt and equity offerings in order to alleviate the Company’s working capital deficiency and 2) implement its business plan to increase revenues. The Company’s continued existence is dependent upon its ability to obtain additional funding sources and to develop profitable operations. However, the outcome of management’s plans cannot be determined with any degree of certainty.
Accordingly, the accompanying financial statements
have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal
course of business for
As of the date of this report, the Company has terminated its operating lease and is currently looking for a new space. If the lack of a place to operate continues, this may have a material adverse effect on the Company’s results of future operations, financial position, liquidity, ability to raise capital and capital resources.
NOTE 3 — ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for financial information and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). In the opinion of the Company’s management, all adjustments (consisting of normal recurring adjustments and reclassifications and non-recurring adjustments) necessary to present fairly the results of operations for the three and nine months ended December 31, 2025 and 2024, the cashflows for the nine months ended September 30, 2025 and 2024, and the balance sheet at December 31, 2025 have been made. The Company’s results of operations for such interim periods are not necessarily indicative of the operating results to be expected for the full fiscal year ending March 31, 2026.
F-7
MEDICAL EXERCISE INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025 AND 2024
Certain information and disclosures normally included in the notes to the Company’s annual audited financial statements have been condensed or omitted from the Company’s interim unaudited financial statements. Accordingly, these interim unaudited financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the fiscal year ended March 31, 2025. The March 31, 2025 balance sheet is derived from those statements.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates in the accompanying financial statements include the valuation of property and equipment, depreciable lives of property and equipment, cost basis of non-monetary transactions with shareholders, valuation of stock-based compensation and the valuation allowance on deferred tax assets. Actual results may differ from these estimates.
Fair Value of Financial Instruments
The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 825-10, “Financial Instruments” (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The estimated fair value of certain financial instruments, including accrued expenses, contract liabilities, deferred rent and sales tax payable are carried at historical cost basis, which approximates their fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk.
Cash
The Company considers all
highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. There were no cash
equivalents at December 31, 2025. The Company maintains its cash in banks insured by the Federal Deposit Insurance Corporation in accounts
that at times may be in excess of the federally insured limit of $
Fair Value Measurements
Fair value is the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. The Company classifies assets and liabilities recorded at fair value under the fair value hierarchy based upon the observability of inputs used in valuation techniques. Observable inputs (highest level) reflect market data obtained from independent sources, while unobservable inputs (lowest level) reflect internally developed market assumptions. The fair value measurements are classified under the following hierarchy:
| ● | Level 1 – Quoted prices in active markets for identical assets or liabilities. |
| ● | Level 2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities. |
| ● | Level 3 – Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities. |
Property and Equipment
Property and equipment consists of machinery and
equipment and leasehold improvements and is recorded at cost. Repairs and maintenance costs are expensed as incurred. When property and
equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting
gain or loss is included in the results of operations for the respective period. Depreciation is recorded over the estimated useful lives
of the related assets using the straight-line method, or, in the case of leasehold improvements, the lease term, if shorter. The estimated
useful life for machinery and equipment is
F-8
MEDICAL EXERCISE INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025 AND 2024
Long-Lived Assets
The Company reviews its property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The test for impairment is required to be performed by management at least annually. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted operating cash flow expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell.
Intangible Assets
Intangible assets with finite useful lives include
website costs and are amortized on a straight-line basis over their estimated useful life of three (
Reclassifications
Certain reclassifications have been made to the prior years’ data in order to conform to the current year presentation. These reclassifications had no effect on reported losses. In particular, director fees and management fees have been reclassified from Selling, general and administrative expenses to Compensation expense.
Income Taxes
The Company accounts for its income taxes in accordance with accounting principles generally accepted in the United States of America, which requires, among other things, recognition of future tax benefits and liabilities measured at enacted rates attributable to temporary differences between financial statement and income tax bases of assets and liabilities and to net tax operating loss carryforwards to the extent that realization of these benefits is more likely than not. The Company periodically evaluates the realizability of its net deferred tax assets. The Company’s policy is to account for interest and penalties relating to income taxes, if any, in “income tax expense” in its statements of operations and include accrued interest and penalties within “accrued liabilities” in its balance sheets, if applicable. For the periods presented, no income tax related interest or penalties were assessed or recorded.
Revenue Recognition and Contract Liabilities
The Company follows Accounting Standards Codification 606 (“ASC 606”). ASC 606 is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASC also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer purchase orders, including significant judgments.
Revenues consist of fees derived from individuals that receive treatment services on the Company’s MedX medical equipment for back and neck pain. The physical therapy services are provided immediately and/or over a period of time in the form of a treatment package (e.g., 6 to 12 treatments). Revenues for individual treatments are recognized on the day the service was provided.
The Company also offers treatment packages (which include a various number of treatments) for which a down payment is required in addition to future payments from the customer. At all times, the cash collected from a particular customer is at least equal to the services provided to date for that customer. Contract liabilities represent the amount of fees received in excess of the portion recognized as revenue and are included in current liabilities in the accompanying balance sheets. Contract liabilities shall be recognized in future revenues as the treatments are provided on a pro rata basis over the respective number of total treatments sold to a particular customer.
revenues have been recognized since the Company closed its one location on June 30, 2024.
F-9
MEDICAL EXERCISE INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025 AND 2024
Cost of Revenues
Cost of revenues includes the costs for technicians to supervise usage of the Company’s medical equipment by individuals for treatment of their neck and back pain by which the Company generates revenues.
Advertising
The Company charges the costs of advertising to
expense as incurred. Advertising costs were and $
Stock-Based Compensation Expense
Stock-based compensation expense is measured at the grant date fair value of the award and is expensed over the requisite service period. For stock-based awards to employees, non-employees and directors, the Company calculates the fair value of the award on the date of grant using the Black-Scholes option pricing model, which includes variables such as the expected volatility of the Company’s share price, the exercise behavior of its grantees, interest rates, and dividend yields. These variables are projected based on the Company’s historical data, experience, and other factors. In the case of awards with multiple vesting periods, the Company has elected to use the graded vesting attribution method, which recognizes compensation cost on a straight-line basis over each separately vesting portion of the award as if the award was, in substance, multiple awards.
Leases
In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, Leases (Topic 842). The updated guidance requires lessees to recognize lease assets and lease liabilities for most operating leases. In addition, the updated guidance requires that lessors separate lease and non-lease components in a contract in accordance with the new revenue guidance in ASC 606.
Under Topic 842, operating lease right of use (“ROU”) assets represents the right to use the leased asset for the lease term and operating lease liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company may utilize an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and is included in general and administrative expenses in the statements of operations.
Leases having a term of one year or less are considered short-term leases. For short-term leases, the Company has elected to not apply the recognition requirements for ROU assets and the related lease liabilities. Short-term leases are recognized on a straight-line basis over the lease term.
Net Loss per Common Share
Basic earnings (loss) per common share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Shares issued during the year are weighted for the portion of the year that they were outstanding. Except when the effect would be anti-dilutive, diluted earnings per share is computed in a manner consistent with that of basic earnings per share while giving effect to all potentially dilutive common shares that were outstanding during the period.
The computation of basic and diluted income (loss) per share excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price of the common stock during the period.
There were no potentially dilutive securities outstanding during the periods presented.
F-10
MEDICAL EXERCISE INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025 AND 2024
Recent Accounting Pronouncements
In August 2020, the FASB issued ASU 2020-06, which simplifies the guidance on accounting for convertible debt instruments by removing the separation models for: (1) convertible debt with a cash conversion feature; and (2) convertible instruments with a beneficial conversion feature. As a result, the Company will not separately present in equity an embedded conversion feature in such debt. Instead, we will account for a convertible debt instrument wholly as debt, unless certain other conditions are met. We expect the elimination of these models will reduce reported interest expense and increase reported net income for the Company’s convertible instruments falling under the scope of those models before the adoption of ASU 2020-06. Also, ASU 2020-06 requires the application of the if-converted method for calculating diluted earnings per share and the treasury stock method will be no longer available. ASU 2020-06 became effective for the Company on April 1, 2024. The adoption of this update did not have a material impact on the Company’s financial statements and related disclosures.
In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”, which significantly changes how entities will measure credit losses for most financial assets, including accounts receivable. ASU No. 2016-13 will replace today’s “incurred loss” approach with an “expected loss” model, under which companies will recognize allowances based on expected rather than incurred losses. On November 15, 2019, the FASB delayed the effective date of Topic 326 for certain small public companies and other private companies until fiscal years beginning after December 15, 2022 for SEC filers that are eligible to be smaller reporting companies under the SEC’s definition, as well as private companies and not-for-profit entities. ASU 2016-13 became effective for the Company on April 1, 2023. The adoption of this update did not have a material impact on the Company’s financial statements and related disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), which requires entities to provide more detailed disaggregation of expenses in the income statement, focusing on the nature of the expenses rather than their function. The new disclosures will require entities to separately present expenses for significant line items, including but not limited to, depreciation, amortization, and employee compensation. Entities will also be required to provide a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, disclose the total amount of selling expenses and, in annual reporting periods, provide a definition of what constitutes selling expenses. This pronouncement is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company does not expect the adoption of this new guidance to have a material impact on the financial statements.
There are other various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on the Company’s financial position, results of operations or cash flows.
NOTE 4 — PROPERTY AND EQUIPMENT
On May 30, 2024, the Company provided notice to
the landlord to terminate its office space effective June 30, 2024. Subsequent to providing notice termination of the lease, the Company
began the search for another location for its operations. Due to the Company’s termination of its operating lease subsequent to
the March 31, 2024 balance sheet date, but prior to the issuance of its fiscal 2024 financial statements, the Company reviewed its property
and equipment, on an individual asset basis, for potential impairment as of March 31, 2024. As a result, the Company recognized aggregate
impairment expense of $
In July 2025, the Company sold property and equipment
having a net book value of $
F-11
MEDICAL EXERCISE INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025 AND 2024
Property and equipment and related accumulated depreciation are summarized in the table below:
| December 31, | March 31, | |||||||
| 2025 | 2025 | |||||||
| Machinery and equipment | $ | $ | ||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Property and equipment, net | $ | $ | ||||||
Depreciation expense was $
NOTE 5 — INTANGIBLE ASSETS
Intangible assets and related accumulated amortization are summarized in the table below:
| December 31, | March 31, | |||||||
| 2025 | 2025 | |||||||
| Website | $ | $ | ||||||
| Less: accumulated amortization | ( | ) | ( | ) | ||||
| Website, net | $ | $ | ||||||
| Website | ||||
| Carrying value at March 31, 2025 | ||||
| Add: Additions | ||||
| Less: Amortization | ( | ) | ||
| Carrying value at December 31, 2025 | $ | |||
Amortization expense was $
Estimated future amortization expense for intangible assets is as follows.
| Fiscal year | ||||
| 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| Total | $ | |||
NOTE 6 — ADVANCES – RELATED PARTIES
During the nine months ended December 31, 2025
and 2024, the Company received advances of $
On May 29, 2024, the Company issued
During the nine months ended December 31, 2025
and 2024, the Company received advances of $
The advances are unsecured, non-interest bearing
and due on demand and, therefore, no interest expense has been recognized or is due. As of December 31, 2025 and March 31, 2025, the balance
due to the related parties was $
F-12
MEDICAL EXERCISE INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025 AND 2024
NOTE 7 — COMMITMENTS AND CONTINGENCIES
Office Lease
On November 1, 2023, the Company entered into
a
On June 6, 2024, the Company entered into a month-to-month lease for warehouse space in Ocala, Florida.
Rental expense of $
Legal Matters
From time to time, the Company may be involved in litigation relating to claims arising out of operations in the normal course of business. At December 31, 2025, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of the Company’s operations and there are no proceedings in which any of the Company’s directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to the Company’s interest.
NOTE 8 — STOCKHOLDERS’ DEFICIT
Common Stock
During the nine months ended December 31, 2024,
a subscription receivable of $
On May 29, 2024, the Company issued
On May 31, 2024, the Company approved the return
of
During the nine months ended December 31, 2024,
the Company sold an aggregate of
During the nine months ended December 31, 2025,
the Company sold an aggregate of
During the nine months ended December 31, 2025,
the Company issued an aggregate of
F-13
MEDICAL EXERCISE INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025 AND 2024
NOTE 9 — CONCENTRATIONS
Concentration of Revenues
For the three and nine months ended December 31, 2025 and 2024, the following customers accounted for 10% or more of the Company’s revenues.
| For the | For the | For the | For the | |||||||||||||
| Three Months Ended | Three Months Ended | Nine Months Ended | Nine Months Ended | |||||||||||||
| December 31, | December 31, | December 31, | December 31, | |||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Customer 1 | % | |||||||||||||||
| Customer 2 | % | |||||||||||||||
| Totals | % | % | % | % | ||||||||||||
NOTE 10 — RELATED PARTY TRANSACTIONS
During the nine months ended December 31, 2025
and 2024, the Company received advances of $
During the nine months ended December 31, 2025
and 2024, the Company received advances of $
On November 1, 2023, the Company entered into
a
During the nine months ended December 31, 2025
and 2024, the Company recognized $
F-14
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of the financial condition and results of our operations should be read in conjunction with the “Summary Statements of Operations Data” and our financial statements and the notes to those statements appearing elsewhere in this quarterly report. This discussion and analysis contains forward-looking statements reflecting our management’s current expectations that involve risks, uncertainties and assumptions. Our actual results and the timing of events may differ materially from those described in or implied by these forward-looking statements due to several factors, including those discussed below and elsewhere in this quarterly report.
Overview
Going Concern
We have financed operations primarily through the sale of equity securities and short-term debt. Until revenues are sufficient to meet our needs, we will continue to attempt to secure financing through equity and/or debt securities. We continue to incur negative cash flows from operating activities and net losses. We had minimal cash, negative working capital, and negative total equity as of December 31, 2025. These factors, among others, raise substantial doubt about our ability to continue as a going concern. The financial statements included in this quarterly report do not include any adjustments that might result from the outcome of this uncertainty.
For us to eliminate substantial doubt about our ability to continue as a going concern, we must achieve profitability, generate positive cash flows from operating activities and obtain the necessary debt or equity funding to meet our projected capital investment requirements. Our management’s plans with respect to this uncertainty consist of raising additional capital by issuing debt or equity securities and increasing the sales of our products and services. There can be no assurance, however, that we will be able to raise sufficient additional capital or that revenues will increase rapidly enough to offset operating losses. If we are unable to increase revenues or obtain additional financing, we will be unable to continue the development of our products and services and may have to cease operations.
Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related notes included elsewhere in this prospectus.
Three Months Ended December 31, 2025 and 2024.
Revenues for the three months ended December 31, 2025 and 2024 was $0. Revenues have been suspended since our decision to terminate our operating lease effective June 30, 2024.
Cost of revenues for the three months ended December 31, 2025 and 2024 was $0. Cost of revenues have been suspended since our decision to terminate our operating lease effective June 30, 2024.
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Compensation expense for the three months ended December 31, 2025 and 2024 was $5,000 and $105,116, respectively, a decrease of $100,116, or 95%. Compensation expense decreased in the current year period due to no stock-based compensation for employees being recognized whereas the comparable period included $100,000 of stock-based compensation to the Company’s Chief Executive Officer.
Depreciation and amortization expense for the three months ended December 31, 2025 and 2024 was $1,941 and $2,850, respectively, a decrease of $909, or 32%. Depreciation decreased in the current year period primarily due to the sale of property and equipment in July 2025.
Selling, general and administrative expenses for the three months ended December 31, 2025 and 2024 was $18,882 and $33,241, respectively, a decrease of $14,359, or 43%. Selling, general and administrative expenses decreased in the current year period primarily due to decreased professional fees.
The net loss for the three months ended December 31, 2025 and 2024 was ($25,823) and ($141,207), respectively, a decrease in the net loss of $115,384, or 82%. The net loss for the current year period decreased primarily due to lower compensation expense and professional fees.
Nine Months Ended December 31, 2025 and 2024.
Revenues for the nine months ended December 31, 2025 and 2024 was $0 and $1,294, respectively, a decrease of $1,294, or 100%. The decrease in revenues in the current year period resulted due to our decision to terminate our operating lease effective June 30, 2024.
Cost of revenues for the nine months ended December 31, 2025 and 2024 was $0 and $445, respectively, a decrease of $445, or 100%. The decrease in cost of revenues in the current year period resulted due to our decision to terminate our operating lease effective June 30, 2024.
Compensation expense for the nine months ended December 31, 2025 and 2024 was $15,000 and $143,348, respectively, a decrease of $128,348, or 90%. Compensation expense decreased in the current year period primarily due to no stock-based compensation being recognized for employees whereas the comparable period included $100,000 of stock-based compensation to the Company’s Chief Executive Officer as well as the elimination of wages to employees in the current year period that resulted from our decision to terminate our operating lease effective June 30, 2024.
Advertising expense for the nine months ended December 31, 2025 and 2024 was $1,209 and $5,416, respectively, a decrease of $4,207, or 78%. Advertising expense decreased in the current year period due to our decision to terminate our operating lease effective June 30, 2024.
Depreciation and amortization expense for the nine months ended December 31, 2025 and 2024 was $7,000 and $8,661, respectively, a decrease of $1,661, or 19%. Depreciation decreased in the current year period primarily due to the sale of property and equipment in July 2025.
Impairment of property and equipment expense for the nine months ended December 31, 2025 and 2024 was $0 and $3,799, respectively, a decrease of $3,799, or 100%. No impairment was recognized in the current year period whereas the comparable period included an impairment of property and equipment in June 2024.
Selling, general and administrative expenses for the nine months ended December 31, 2025 and 2024 was $156,757 and $103,407, respectively, an increase of $53,350, or 52%. Selling, general and administrative expenses increased in the current year period primarily due to increased professional fees.
The net loss for the nine months ended December 31, 2025 and 2024 was ($180,833) and ($263,393), respectively, a decrease in the net loss of $82,560, or 31%. The net loss for the current year period decreased primarily due to lower compensation expense, partially offset by higher professional fees.
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Capital Resources and Liquidity
Net cash used in operating activities for the nine months ended December 31, 2025 and 2024 was $177,215 and $144,430, respectively, an increase of $32,785, and resulted primarily from a decrease in stock based compensation expense of $98,000 and a decrease in accounts payable and accrued expenses of $16,612, partially offset by a decrease in the net loss of $82,560.
Net cash provided by (used in) investing activities for the nine months ended December 31, 2025 and 2024 was $11,913 and ($5,685), respectively, a change of $17,598, and resulted from an increase in proceeds from the sale of property and equipment of $10,700 and decreases in purchases of property and equipment of $3,869 and intangible assets of $3,029.
Net cash provided by financing activities for the nine months ended December 31, 2025 and 2024 was $205,401 and $147,451, respectively, an increase of $57,950, and resulted primarily from an increase in proceeds from the sale of common shares of $93,299, partially offset by a decrease in net advances received from the Company’s directors of $26,366 and repayments of advances from the Chief Executive Officer.
As of December 31, 2025, we had $40,549 in cash and $223,212 in current liabilities resulting in a working capital deficit of $182,663
Off Balance Sheet Arrangements
None
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
As a smaller reporting company, we are not required to provide information required by this Item.
Item 4. Controls and Procedures.
Within 90 days prior to the end of the period covered by this report the registrant carried out an evaluation of the effectiveness of the design and operation of disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This evaluation was done under the supervision and with the participation of registrants President and Principal Financial Officer. Based on that Evaluation he concluded that the registrant’s disclosure controls and procedures are not effective in gathering, analyzing and disclosing information needed to satisfy the registrant’s disclosure obligations under the Exchange Act due to the material weaknesses disclosed below.
There were no significant changes in the registrant’s disclosure control and procedure, in factors that could significantly affect those controls and procedures since their most recent evaluation.
Item 4(T). Controls and Procedures
Our management is responsible for establishing and maintaining adequate internal control over financial report for the company. Internal control over financial reporting is to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with accounting principles generally accepted in the United States of America. Internal control over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; providing reasonable assurance that receipts and expenditures of company assets are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition , use or disposition of company assets that could have a material effect on our financial statements would be prevented or detected.
4
As of December 31, 2025, management assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria for effective internal control over financial reporting established in SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal control over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.
The matters involving internal controls and procedures that the Company’s management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee and lack of a majority of outside directors on the Company’s board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; (3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (4) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by the Company’s Chief Financial Officer in connection with the audit of our financial statements as of March 31, 2025, and communicated to our management.
Management believes that the material weaknesses set forth in items (2), (3) and (4) above did not have an effect on the Company’s financial results. However, management believes that the lack of a functioning audit committee and lack of a majority of outside directors on the Company’s board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures can result in the Company’s determination to its financial statements for the future years.
We are committed to improving our financial organization. As part of this commitment, we will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to the Company: i) Appointing one or more outside directors to our board of directors who shall be appointed to the audit committee of the Company resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures; and ii) Preparing and implementing sufficient written policies and checklists which will set forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.
Management believes that the appointment of more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on the Company’s Board. In addition, management believes that preparing and implementing sufficient written policies and checklists will remedy the following material weaknesses (i) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (ii) ineffective controls over period end financial close and reporting processes. Further, management believes that the hiring of additional personnel who have the technical expertise and knowledge will result proper segregation of duties and provide more checks and balances within the department. Additional personnel will also provide the cross training needed to support the Company if personnel turn over issues within the department occur. This coupled with the appointment of additional outside directors will greatly decrease any control and procedure issues the company may encounter in the future.
We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.
There have been no significant changes in our internal controls over financial reporting that occurred during the year ended March 31, 2025, that have materially affected or are reasonably likely to materially affect, our internal controls over financial reporting.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings.
We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our Directors, Officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.
Item 1A. Risk Factors.
As a “smaller reporting company” (as defined in Exchange Act Rule 12B-2), we are not required to provide the information required by this Item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
During the nine months ended December 31, 2025 and subsequently through February 13, 2026, the day preceding this filing, we sold the following shares of unregistered common stock on the date and for the consideration shown to the identified individuals pursuant to Section 4(a)(2) of the Securities Act or Section 3(a)(9), as applicable, which shares are restricted shares as defined in the Securities Act. The purchasers or recipients of our securities in these transactions were accredited investors, as defined in Regulation D.
| Number of | ||||||||||
| Date | Purchaser/Recipient | Security Type | Securities | Consideration | ||||||
| May 2, 2025 | Accredited Investors | Common Stock | 85,000 | $ | 8,500 Cash | |||||
| May 2, 2025 | Consultant | Common Stock | 20,000 | $ | 2,000 Services | |||||
| December 18, 2025 | Accredited Investor | Common Stock | 1,000,000 | $ | 100,000 Cash | |||||
Item 3. Defaults Upon Senior Securities.
Not applicable.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
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Item 6. Exhibits.
| Exhibit No. | Description | |
| 31.1 | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32.1 | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 101.INS | Inline XBRL Instance Document. | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized.
| MEDICAL EXERCISE INC. | ||
| Date: February 13, 2026 | By: | /s/ Matthew Degelman |
| Matthew Degelman | ||
| Chief Executive Officer/Chief Financial Officer | ||
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