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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For Quarterly Period Ended ~~December~~March 31, ~~2024~~2025

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

For the transition period from __________ to __________

Commission File Number 000-54239

Hypha Labs, Inc.

(Exact name of registrant as specified in its charter)

Nevada

27-3601979

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

5940 S. Rainbow Boulevard, Las Vegas, NV		89118
(Address of principal executive offices)		(Zip Code)

(702) 527-2060

(Registrant’s telephone number, including area code)

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes

☒

☐

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).

Yes

☒

☐

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 definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

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

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes

☐

☒

The number of shares of the registrant’s common stock outstanding as of ~~February~~June 1413, 2025 was ~~126~~136,~~546~~621,825.

TABLE OF CONTENTS

		Page
		No.
PART I - FINANCIAL INFORMATION		3
ITEM 1.	FINANCIAL STATEMENTS (Unaudited)	3
	Consolidated Balance Sheets as of December 31, 2024 (Unaudited) and September 30, 2024	3
	Consolidated Balance Sheets as of March 31, 2025 (Unaudited) and September 30, 2024	3
	Consolidated Statements of Operations for the Three Months Ended December 31, 2024 and 2023 (Unaudited)	4
	Consolidated Statements of Operations for the Three and Six Months Ended March 31, 2025 and 2024 (Unaudited)	4
	Consolidated Statements of Stockholders’ Deficit for the Three Months Ended December 31, 2024 and 2023 (Unaudited)	5
	Consolidated Statements of Stockholders’ Deficit for the Three and Six Months Ended March 31, 2025 and 2024 (Unaudited)	5
	Consolidated Statements of Cash Flows for the Three Months Ended December 31, 2024 and 2023 (Unaudited)	6
	Consolidated Statements of Cash Flows for the Six Months Ended March 31, 2025 and 2024 (Unaudited)	6
	Notes to the Consolidated Financial Statements (Unaudited)	7
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	2120
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	24
ITEM 4.	CONTROLS AND PROCEDURES	2524
PART II - OTHER INFORMATION		25
ITEM 1.	Legal Proceedings	25
ITEM 1A.	RISK FACTORS	25
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	25
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	25
ITEM 4.	MINE SAFETY DISCLOSURES	25
ITEM 5.	OTHER INFORMATION	25
ITEM 6.	EXHIBITS	26
	SIGNATURES	27

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

HYPHA LABS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	December 31, 2024			September 30, 2024
	March 31, 2025			September 30, 2024
	(Unaudited)
Assets
Current assets:
Cash	$	3621,~~583~~093		$	91,166
Prepaids and other current assets		4643,~~120~~438			289,024
Deferred offering costs		95122,~~000~~432			30,000
Total current assets		~~177~~186,~~703~~963			410,190
Fixed assets, net		2625,~~928~~092			26,609
Right-of-use asset		5444,~~012~~914			57,006
Total non-current assets		8070,~~940~~006			83,615
Total Assets	$	~~258~~256,~~643~~969		$	493,805
Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable	$	~~143~~330,~~897~~574		$	86,348
Accrued expenses		~~174~~202,~~378~~038			166,726
Accrued expenses – related parties		18,423			25,923
Accrued expenses		18,423			25,923
Current maturities of notes payable		2065,~~000~~600			-
Current maturities of convertible notes payable, net of discounts		1,078,235			1,078,235
Lease liability – current		3738,~~649~~894			36,428
Total current liabilities		1,~~472~~733,~~582~~764			1,393,660
Non-current liabilities:
Lease liability - long term		166,~~939~~842			26,838
Total non-current liabilities		166,~~939~~842			26,838
Total Liabilities		1,~~489~~740,~~521~~606			1,420,498
Series B convertible preferred stock, $0.001 par value, 1,500,000 shares authorized; 333,600 shares issued and outstanding as of December 31, 2024 and September 30, 2024		333,600			333,600
Series B convertible preferred stock, $0.001 par value, 1,500,000 shares authorized; 333,600 shares issued and outstanding as of March 31, 2025 and September 30, 2024		333,600			333,600
Commitments and Contingencies		-			-
Stockholders’ Deficit:
Series A convertible preferred stock, $0.001 par value, 6,000,000 shares authorized; 1,047,942 shares issued and outstanding as of December 31, 2024 and September 30, 2024		1,048			1,048
Series A convertible preferred stock, $0.001 par value, 6,000,000 shares authorized; 1,047,942 shares issued and outstanding as of March 31, 2025 and September 30, 2024		1,048			1,048
Series C preferred stock, $0.001 par value, 1,000 shares authorized; 1,000 shares and 0 shares issued and outstanding as of December 31, 2024 and September 30, 2024, respectively		1			-
Series C preferred stock, $0.001 par value, 1,000 shares authorized; 1,000 and no shares issued and outstanding as of March 31, 2025 and September 30, 2024, respectively		1			-
Preferred stock, value		1			-
Common stock, $0.001 par value, 250,000,000 shares authorized; 126,546,825 shares and 123,046,825 shares issued and outstanding at December 31, 2024 and September 30, 2024, respectively		126,546			123,046
Common stock, $0.001 par value, 880,000,000 shares authorized; 136,621,825 and 123,046,825 shares issued and outstanding as of March 31, 2025 and September 30, 2024, respectively		136,621			123,046
Additional paid-in capital		20,~~194~~573,~~994~~982			19,163,039
Accumulated deficit		(2122,~~887~~528,~~067~~889	)		(20,547,426	)
Total Stockholders’ Deficit		(1,~~564~~817,~~478~~237	)		(1,260,293	)
Total Liabilities and Stockholders’ Deficit	$	~~258~~256,~~643~~969		$	493,805

See accompanying notes to unaudited consolidated financial statements.

HYPHA LABS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	2024			2023
	2025			2024			2025			2024
	For the Three Months Ended						For the Six Months Ended
	December 31,
	March 31,						March 31,
	2024			2023
	2025			2024			2025			2024
Revenues	$	-		$	-		$	-		$	-
Cost of sales		-			-			-			-
Gross profit		-			-			-			-
Operating expenses:
General and administrative		165,~~025,111~~467			14182,~~743~~504			1,090,578			197,247
Professional fees		~~280~~603,~~153~~695			55391,~~821~~543			883,848			447,364
Total operating expenses		1669,~~305,264~~162			70574,~~564~~047			1,974,426			644,611
Operating loss		(1669,~~305,264~~162	)		(70574,~~564~~047	)		(1,974,426	)		(644,611	)
Other income (expense):
Interest income		8,000			-
Gain on sale of subsidiary assets		-			1,596,505			(20,003	)		1,596,505
Other expense		(20,003	)
Interest income		-			-			8,000			-
Other income		-			13,896
Recovery of previously written off receivables		50,000			-			50,000			-
Interest expense		(22,374	)		(84,313	)
Other income					-						13,896
Total other expense		(34,377	)		(70,417	)
Loss on debt extinguishment		-			(956,494	)		-			(956,494	)
Net loss from continuing operations		(1,339,641	)		(140,981	)
Interest expense		(22,660	)		(73,958	)		(45,034	)		(158,271	)
Net income from discontinued operations		-			292,627
Total other income (expense)		27,340			566,053			(7,037	)		495,636
Net income (loss)	$	(1,339,641	)	$	151,646
Net loss from continuing operations before income taxes		(641,822	)		(7,994	)		(1,981,463	)		(148,975	)
Weighted average number of common shares outstanding – basic		124,617,477			87,096,820
Provision for income taxes		-			48,714			-			48,714
Weighted average number of common shares outstanding – fully diluted		124,617,477			87,096,820
Net loss from continuing operations		(641,822	)		(56,708	)		(1,981,463	)		(197,689	)
Net loss per share from continuing operations – basic	$	(0.01	)	$	(0.00	)
Net income from discontinued operations, net of taxes		-			292,529			-			585,156
Net income per share from discontinued operations – basic	$	0.00		$	0.00
Net income (loss)	$	(641,822	)	$	235,821		$	(1,981,463	)	$	387,467
Net income (loss) per share – basic	$	(0.01	)	$	(0.00	)
Weighted average number of common shares outstanding – basic		131,081,825			92,083,084			127,814,133			89,576,328
Net loss per share from continuing operations – diluted	$	(0.01	)	$	(0.00	)
Weighted average number of common shares outstanding – fully diluted		131,081,825			92,083,084			127,814,133			89,576,328
Net income per share from discontinued operations – diluted	$	0.00		$	0.00
Net loss per share from continuing operations – basic	$	(0.01	)	$	(0.00	)	$	(0.02	)	$	(0.00	)
Net income (loss) per share – diluted	$	(0.01	)	$	(0.00	)
Net income (loss) per share from discontinued operations – basic	$	-		$	0.00		$	-		$	0.01
Net income (loss) per share – basic	$	(0.01	)	$	0.00		$	(0.02	)	$	0.00
Net loss per share from continuing operations – diluted	$	(0.01	)	$	(0.00	)	$	(0.02	)	$	(0.00	)
Net income (loss) per share from discontinued operations – diluted	$	-		$	0.00		$	-		$	0.01
Net income (loss) per share – diluted	$	(0.01	)	$	0.00		$	(0.02	)	$	0.00

See accompanying notes to unaudited consolidated financial statements.

HYPHA LABS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(Unaudited)

	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
	Series B Convertible Preferred Stock				Series A Convertible Preferred Stock				Series C Preferred Stock				Common Stock				Additional Paid-in		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance, September 30, 2024		333,600	$	333,600		1,047,942	$	1,048		-	$	-		123,046,825	$	123,046	$	19,163,039	$	(20,547,426	))	$	(1,260,293	))
Stock-based compensation		-		-		-		-		-		-		3,500,000		3,500		63,500		-			67,000
Issuance of shares of Series C preferred stock		-		-		-		-		1,000		1		-		-		968,455		-			968,456
Net income		-		-		-		-		-		-		-		-		-		(1,339,641	)		(1,339,641	)
Balance, December 31, 2024		333,600	$	333,600		1,047,942	$	1,048		1,000	$	1		126,546,825	$	126,546	$	20,194,994	$	(21,887,067	)	$	(1,564,478	)
Stock-based compensation		-		-		-		-		-		-		10,075,000		10,075		378,988		-			389,063
Net income		-		-		-		-		-		-		-		-		-		(641,822	)		(641,822	)
Balance, March 31, 2025		333,600	$	333,600		1,047,942	$	1,048		1,000	$	1		136,621,825	$	136,621	$	20,194,994	$	(21,887,067	)	$	(1,817,237	)

	Series B Convertible Preferred Stock				Series A Convertible Preferred Stock				Series C Preferred Stock				Common Stock				Additional Paid-in		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance, September 30, 2023		333,600	$	333,600		1,047,942	$	1,048	-	-	$	-		87,096,820	$	87,097	$	17,468,746	$	(19,761,997)	)	$	(2,205,106)	)
Balance		333,600	$	333,600		1,047,942	$	1,048		-	$	-		87,096,820	$	87,097	$	17,468,746	$	(19,761,997)		$	(2,205,106)
Stock-based compensation		-		-		-		-		-		-		-		-		1,153		-			1,153
Net Income		-		-		-		-	-	-		-		-		-		-		151,646			151,646
Balance, December 31, 2023		333,600	$	333,600		1,047,942	$	1,048	-	-	$	-		87,096,820	$	87,097	$	17,469,899	$	(19,610,351)	)	$	(2,052,307)	)
Balance		333,600	$	333,600		1,047,942	$	1,048	-	-	$	-		87,096,820	$	87,097	$	17,469,899	$	(19,610,351)	)	$	(2,052,307)	)
Shares issued for conversion of notes payable		-		-		-		-		-		-		4,000,000		4,000		36,000		-			40,000
Stock-based compensation		-		-		-		-		-		-		14,183,335		14,183		334,148		-			348,331
Modification of conversion price in debt extinguishment		-		-		-		-		-		-		-		-		956,494		-			956,494
Net income		-		-		-		-	-	-		-		-		-		-		235,821			235,821
Balance, March 31, 2024		333,600	$	333,600		1,047,942	$	1,048	-	-	$	-		87,096,820	$	87,097	$	17,469,899	$	(19,610,351	)	$	(2,052,307	)
Balance		333,600	$	333,600		1,047,942	$	1,048	-	-	$	-		87,096,820	$	87,097	$	17,469,899	$	(19,610,351	)	$	(2,052,307	)

See accompanying notes to unaudited consolidated financial statements.

HYPHA LABS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	2024			2023
	2025			2024
	For the Three Months Ended
	For the Six Months Ended
	December 31,
	March 31,
	2024			2023
	2025			2024
Cash flows from operating activities
Net loss from continuing operations	$	(1,~~339~~981,~~641~~463	)	$	(~~140~~197,~~981~~689	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation		1,035,356			1,153
Depreciation		3,247			-
Amortization of debt discounts		-			29,338
Gain on sale of subsidiary net assets					(1,596,505	)
Depreciation expense		1,412			-
Loss on debt extinguishment		-			956,494
Amortization of right-of-use asset		2,994			-
Stock-based compensation		1,424,419			349,484
Impairment of fixed assets		-			-
Amortization of debt discounts		-			43,050
Loss on settlement		(20,003	)
Amortization of right-of-use asset		12,092			-
Decrease (increase) in assets:
Other current assets		~~262~~245,~~907~~586			~~480~~(3,030	)
Increase (decrease) in liabilities:
Accounts payable		57244,~~550~~227			(2414,~~082~~530	)
Accrued expenses		735,~~651~~311			1720,~~286~~080
Accrued expenses – related parties		(7,500	)		57,~~000~~610
Lease liability		(817,~~678~~530	)		-
Net cash used in operating activities from continuing operations		(741,~~952~~611	)		(~~111~~435,~~806~~036	)
Net cash provided by operating activities from discontinued operations		-			~~176~~373,~~503~~913
Net cash provided by operating activities		(7,952	)		64,697
Net cash used in operating activities		(41,611	)		(61,123	)
Cash flows from investing activities
Purchase of fixed assets		(1,~~731~~730	)		-
Net cash used in investing activities from continuing operations		(1,731	)		-
Cash received from sale of subsidiary net assets		-			2,126,934
Net cash provided by (used in) investing activities from continuing operations		(1,730	)		2,126,934
Net cash used in investing activities from discontinued operations		-			(11,667	)
Net cash used in investing activities		(1,731	)		(11,667	)
Net cash provided by (used in) investing activities		(1,730	)		2,115,267
Cash flows from financing activities
Proceeds from notes payable		2065,~~000~~600			-
Proceeds from sale of Series C Preferred shares		100
Repayments of notes payable		-			(595,965	)
Payment of deferred offering costs		(65,000	)		-
Repayments of convertible notes payable		-			(650,000	)
Net cash used in financing activities from continuing operations		(44,900	)		-
Proceeds from sale of Series C Preferred shares		100			-
Payment of deferred offering costs		(92,432	)		-
Net cash used in financing activities from continuing operations		(26,732	)		(1,245,965	)
Net cash used in financing activities from discontinued operations		-			(15,784	)
Net cash used in financing activities		(4426,~~900~~732	)		(151,~~784~~261,749	)
Net increase (decrease) in cash		(5470,~~583~~073	)		37792,~~246~~395
Cash – beginning		91,166			271,006
Cash – ending	$	3621,~~583~~093		$	~~308~~1,~~252~~063,401
Supplemental disclosures:
Interest paid	$	-		$	40126,~~018~~533
Income taxes paid	$	-		$	-
Non-cash investing and financing activities:
Accounts payable and accrued interest added to note principal balance	$	-		$	3039,965
Common stock issued for conversion of note payable	$	-		$	40,000

See accompanying notes to unaudited consolidated financial statements.

HYPHA LABS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

Note 1 – Nature of Business and Significant Accounting Policies

Nature of Business

Hypha Labs, Inc. was incorporated in Nevada on October 5, 2010. Until February 20, 2024, Hypha Labs, Inc. and its subsidiaries (“Hypha Labs,” the “Company,” “we,” “our” or “us”) was a service-oriented independent testing laboratory, data analytics and media firm focused on the developing cannabis and hemp markets, and supported the cannabis industry’s best practices for reliable testing. Our mission was to provide pharmaceutical-grade analysis and testing to the cannabis industry, under ISO-17025:2017 guidelines, to ensure consumers and patients knew exactly what was in the cannabis they ingest and to help maximize the quality of our clients’ products through research, development, and standardization. Hypha Labs had been operating a cannabis-testing lab in Nevada since 2015.

On February 20, 2024, we completed the sale of the net assets of our wholly-owned subsidiary Digipath Labs, Inc. (“Digipath Labs”). As of that date we were no longer in business as a service-oriented independent testing laboratory, data analytics and media firm focused on the developing cannabis and hemp markets, which supported the cannabis industry’s best practices for reliable testing, cannabis education and training. Following closing of the asset sale, the Company changed its name from Digipath, Inc. to Hypha Labs, Inc.

Hypha Products Inc., a wholly owned subsidiary of the Company, was formed on April 18, 2024 to engage in the research, development and commercialization of aan ~~bioreactor~~accelerator, the Hypha Micropearl ~~bioreactor~~accelerator, a home appliance designed to accelerate the production of nutritionally beneficial mushrooms for human consumption. The Company’s easy-to-use device, together with its replacement cartridges, safely and effectively produces enriched mycelium of functional mushrooms, or Micropearls, in just eight days. These Micropearls contain active mushroom ingredients that offer a way to harness the medicinal properties of fungi in a concentrated, easy-to-handle, tasteless and odorless form. These Micropearls can be incorporated into various food and beverages without altering the flavor.

Basis of Presentation

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Intercompany accounts and transactions have been eliminated.

The unaudited condensed consolidated financial statements of the Company and the accompanying notes included in this Quarterly Report on Form 10-Q are unaudited. In the opinion of management, all adjustments necessary for a fair presentation of the Condensed Consolidated Financial Statements have been included. Such adjustments are of a normal, recurring nature. The Condensed Consolidated Financial Statements, and the accompanying notes, are prepared in accordance with GAAP and do not contain certain information included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2024. The interim Condensed Consolidated Financial Statements should be read in conjunction with that Annual Report on Form 10-K. Results for the interim periods presented are not necessarily indicative of the results that might be expected for the entire fiscal year.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the following entities, all of which were under common control and ownership at ~~December~~March 31, ~~2024~~2025:

Schedule of Entities Under Common Control and Ownership

	Jurisdiction of
Name of Entity	Incorporation	Relationship
Hypha Labs, Inc.(1)	Nevada	Parent
Hypha Products Inc.	Nevada	Subsidiary
Digipath Labs, Inc.	Nevada	Subsidiary
Digipath Labs CA, Inc (2)	California	Subsidiary
Digipath Labs CA, Inc. (2)	California	Subsidiary
Digipath Labs S.A.S.(3)	Colombia	Subsidiary
VSSL Enterprises, Ltd.(4)	Canada	Subsidiary

(1)	Holding company, which owns each of the wholly-owned subsidiaries. All subsidiaries shown above are wholly-owned by Hypha Labs, Inc., the parent company.
(2)	Formed during the second fiscal quarter of 2021, but has not yet commenced significant operations.
(3)	Formed during the first fiscal quarter of 2019, but has not yet commenced significant operations.
(4)	Acquired on March 11, 2020.

The consolidated financial statements herein contain the operations of the wholly-owned subsidiaries listed above. All significant inter-company transactions have been eliminated in the preparation of these financial statements. The parent company and subsidiaries will be collectively referred to herein as the “Company”, “Hypha” or “FUNI”. The Company’s headquarters are located in Las Vegas, Nevada and substantially all of its customers are within the United States.

These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management are necessary for fair presentation of the information contained therein.

Revenue Recognition

The Company recognizes revenue in accordance with ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the commercial sales of products, licensing agreements and contracts to perform pilot studies by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied.

Our historical revenue was primarily generated through our subsidiary, Digipath Labs, which recognized revenue from the analytical testing of cannabis products for licensed producers and cultivators within the state of Nevada on a determinable fixed fee per test, or panel of tests, basis. Revenue from the performance of those services was recognized upon completion of the tests, at which time test results were delivered to the customer, provided collectability of the fee is reasonably assured. We typically required payment within thirty days of the delivery of results.

The Company had no revenues for the three and six months ended ~~December~~March 31, 2025 and 2024. For the three and six months ended ~~December~~March 31, ~~2023~~2024, all revenues are classified as part of Net income from discontinued operations in the accompanying consolidated statement of operations.

Discontinued Operations

On April 20, 2023, the Company and Digipath Labs entered into an Asset Purchase Agreement (the “Purchase Agreement”) with DPL NV, LLC (“Buyer”), pursuant to which Digipath Labs agreed to sell substantially all of its assets to Buyer for a cash purchase price of $2,300,000 (the “Purchase Price”). The business of an entity that is in the process of disposing of its assets by sale, or that intends to cease operations, is reported as discontinued operations if the transaction represents a strategic shift that will have a major effect on an entity’s operations and financial results. As such, the Company’s lab testing business is now reported as discontinued operations.

The results of discontinued operations are aggregated and presented separately in the Consolidated Statements of Operations as net income from discontinued operations for the periods ended March ~~December~~ 31, ~~2023~~2025 and 2024. The cash flows of the discontinued operations are reflected as cash flows of discontinued operations within the Company’s Consolidated Statements of Cash Flows for the periods ended ~~December~~ March 31, ~~2023~~2025 and 2024.

Amounts presented in discontinued operations have been derived from our consolidated financial statements and accounting records using the historical basis of assets, liabilities, results of operations, and cash flows of Digipath Labs. The discontinued operations exclude general corporate allocations.

Basic and Diluted Loss Per Share

The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an “as if converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the three and six months ended ~~December~~March 31, ~~2024~~2025, ~~and 2023~~104,490,131 ~~potential~~shares issuable upon conversion of ~~dilutive~~convertible ~~securities~~notes payable, 8,120,000 shares issuable upon exercise of ~~104~~options,~~490~~ 15,~~131~~387,050 ~~and~~shares 83issuable upon exercise of warrants,~~125~~ and 13,~~488~~579,710 shares issuable upon conversion of ~~convertible~~Series ~~notes~~A ~~payable,~~Preferred ~~respectively~~and Series B Preferred shares, had an anti-dilutive effect and 8were not included in the calculation of diluted net loss per common share. For the three and six months ended March 31,~~120~~ 2024,~~000 shares~~ 108,490,131 shares issuable upon ~~exercise~~conversion of ~~options~~convertible notes payable, 15,387,050 shares issuable upon exercise of warrants, and 13,579,710 shares issuable upon conversion of ~~Preferred~~Series A Preferred and ~~Preferred~~Series B Preferred shares, had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share.

Segment Reporting

The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. The Company’s Chief Operating Decision Maker (“CODM”) is its Chief Executive Officer. The CODM allocates resources and evaluates the performance of the Company at the consolidated level using information about its operating expenses and income (loss) from operations. All significant operating decisions are based upon an analysis of the Company as one operating segment, which is the same as its reporting segment.

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which expands the disclosures required for income taxes. This ASU is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The pronouncement should be applied on a prospective basis while retrospective application is permitted. The Company is currently evaluating the effect of this pronouncement on its disclosures.

Note 2 – Going Concern

As shown in the accompanying consolidated financial statements, as of ~~December~~March 31, ~~2024~~2025, the Company had negative working capital of $1,~~294~~546,~~879~~801, accumulated recurring losses of $2122,~~887~~528,~~067~~889, and $3621,~~583~~093 of cash on hand, which may not be sufficient to sustain operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The consolidated financial statements do not include any adjustments that might result from the outcome of any uncertainty as to the Company’s ability to continue as a going concern. These financial statements also do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

Note 3 – Fair Value of Financial Instruments

Under FASB ASC 820-10-5, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under GAAP, certain assets and liabilities must be measured at fair value, and FASB ASC 820-10-50 details the disclosures that are required for items measured at fair value.

The following schedule summarizes the valuation of financial instruments at fair value on a recurring basis in the balance sheets as of ~~December~~ March 31, ~~2024~~2025 and September 30, 2024, respectively:

Fair Value Measurements at December 31, 2024

Level 1

Level 2

Level 3

Fair Value Measurements at March 31, 2025

Level 1

Level 2

Level 3

Liabilities

Convertible notes payable

1,078,235

Level 1

Level 2

Level 3

Fair Value Measurements at September 30, 2024

Level 1

Level 2

Level 3

Liabilities

Convertible notes payable

1,078,235

There were no transfers of financial assets or liabilities between Level 1, Level 2 and Level 3 inputs for the three months ended ~~December~~ March 31, ~~2024~~2025.

Note 4 – Related Party Transactions

During the ~~three~~six months ended ~~December~~March 31, ~~2024~~2025 the Company incurred compensation expense of 30$60,000 for services provided by its sole officer. As of ~~December~~March 31, ~~2024~~2025, no$30,000 ~~amounts~~was ~~were~~ owed to the sole officer for services provided.

During the ~~three~~six months ended ~~December~~March 31, ~~2024~~2025 the Company accrued fees of $510,000 for services provided by its directors. As of ~~December~~March 31, ~~2024~~ 2025, the Company has accrued a total of $1217,500 in fees for services provided by its directors.

As of ~~December~~March 31, ~~2024~~2025, the Company has accrued a total of $57,~~923~~401 in reimbursable expenses owed to the officer and directors.

During the ~~three~~six months ended ~~December~~March 31, ~~2024~~2025, the Company entered into an agreement with the sole officer to purchase 100 shares of Series C Preferred for $100 cash. See Note 9 for further details.

Note 5 – Note Receivable

On various dates between December 28, 2018 and June 13, 2019, we loaned Northwest Analytical Labs, Inc. a total of $95,000. The loans bear interest at an annual rate of 10%, are evidenced by secured demand notes, and are secured by a lien on the borrower’s assets. An allowance for doubtful accounts for the full value of the notes has been recorded due to the uncertainty of collectability.

On December 8, 2022, the Company entered into an Asset Purchase Agreement with Invictus Wealth Group (“Invictus”), whereby the Company agreed to sell certain collateralized equipment to Invictus for a total purchase price of $900,000. The purchase price consisted of an upfront payment of $275,000, and a note receivable (“Invictus Note”) in the amount of $625,000. The Invictus Note originally had a maturity date of December 31, 2023, accrued interest at a rate of 10% per annum, and provided for principal payments of $100,000 each due on June 30, 2023 and September 30, 2023, with the final payment of $425,000 due on December 31, 2023. As of June 30, 2023, the Company received the full down payment of $275,000. In April 2023, the Invictus Note was amended and restated to extend the maturity date to March 31, 2024, with principal payments of $100,000 each due on September 30, 2023 and December 31, 2023, with the final payment of $425,000 due on March 31, 2024. Subsequent to December 31, 2023, the Company amended the Invictus Note for a second time to extend the maturity date to December 31, 2025, with principal payments of $50,000 each due on June 30, 2024, September 30, 2024 and December 31, 2024, $100,000 due on March 31, 2025 and June 30, 2025, $125,000 due on September 30, 2025, with the final payment of $216,780 due on December 31, 2025. As of the date of this Quarterly Report on Form 10-Q, the Company has received $74124,000 of payments from Invictus.

The Company has recorded a full allowance against the Invictus Note, as of the transaction date, as collectability was not reasonably assured at of the transaction date.

Note 6 – Fixed Assets

Fixed assets consist of the following at ~~December~~ March 31, ~~2024~~2025 and September 30, 2024, respectively:

Schedule of Fixed Assets

	2025			2024
	As of
	December 31,			September 30,
	March 31,			September 30,
	2024			2024
	2025			2024
Lab equipment	$	29,385		$	27,655
Less: accumulated depreciation		(24,~~457~~293	)		(1,046	)
Total	$	2625,~~928~~092		$	26,609

Note 7 –Notes Payable

Notes payable consists of the following at ~~December~~ March 31, ~~2024~~2025 and September 30, 2024, respectively:

Schedule of Notes Payable

	December 31, 2024			September 30, 2024
	March 31, 2024			September 30, 2024
On October 15, 2024, the Company entered into a secured credit facility with a third party. Under the facility, the Company is able to borrow up to $200,000 which will incur interest at a rate of 12%, and is payable upon the earlier of February 28, 2025, or the date which the Company receives the escrow amount from the sale of the assets of Digipath Labs. As of the date of this Quarterly Report on Form 10-Q, the Company has borrowed $20,000 against the facility. On February 10, 2025, the facility holder agreed to extend the maturity date of the facility to July 31, 2025 in exchange for a deferred payment of $400.	$	2065,~~000~~600		$	-
Total notes payable		2065,~~000~~600			-
Less: current maturities		(2065,~~000~~600	)		-
Notes payable	$	-		$	-

The Company recorded interest expense pursuant to the stated interest rate and closing costs on the notes payable in the amount of $~~506~~1,266 and $18,~~026~~588 during the three months ended ~~December~~ March 31, 2025 and 2024, respectively, and ~~2023~~the notes payable in the amount of $1,773 and $36,614 during six months ended March 31, 2025 and 2024, respectively.

Note 8 – Convertible Notes Payable

Convertible notes payable consist of the following at ~~December~~March 31, ~~2024~~2025 and September 30, 2024, respectively:

Schedule of Convertible Notes Payable

	December 31,			September 30,
	March 31,			September 30,
	2024			2024
	2025			2024
On February 11, 2020, the Company completed the sale to an accredited investor of a 9% Secured Convertible Promissory Note in the principal amount of $50,000. The Note matured on August 11, 2022, as amended, bears interest at a rate of 9% per annum, and was convertible into shares of the Company’s common stock at a conversion price of $0.15 per share. On December 28, 2020, the conversion price was amended to $0.03 per share in exchange for an additional $10,000 of proceeds and the promissory note was increased to $60,000. The Company’s obligations under the Note are secured by a lien on the assets of the Company and its wholly-owned subsidiary Digipath Labs, pursuant to a Security Agreement between the Company, Digipath Labs, Inc. and the investor. On December 29, 2020, the note holder converted $10,000 of principal into 333,334 shares of common stock at a conversion price of $0.03 per share. On August 8, 2022, the note holder agreed to extend the maturity date of the note to February 11, 2024. In exchange for the extension, the Company agreed to issue 650,000 common shares, which were recorded as debt discount, with a relative fair value of $6,989. As of December 31, 2024, the Note is in default. On February 14, 2025, the note holder agreed to further extend the maturity date of the note to July 31, 2025 in exchange for a deferred payment of $1,000.	$	50,000		$	50,000
On February 11, 2020, the Company completed the sale to an accredited investor of a 9% Secured Convertible Promissory Note in the principal amount of $50,000. The Note matured on August 11, 2022, as amended, bears interest at a rate of 9% per annum, and was convertible into shares of the Company’s common stock at a conversion price of $0.15 per share. On December 28, 2020, the conversion price was amended to $0.03 per share in exchange for an additional $10,000 of proceeds and the promissory note was increased to $60,000. The Company’s obligations under the Note are secured by a lien on the assets of the Company and its wholly-owned subsidiary Digipath Labs, pursuant to a Security Agreement between the Company, Digipath Labs, Inc. and the investor. On December 29, 2020, the note holder converted $10,000 of principal into 333,334 shares of common stock at a conversion price of $0.03 per share. On August 8, 2022, the note holder agreed to extend the maturity date of the note to February 11, 2024. In exchange for the extension, the Company agreed to issue 650,000 common shares, which were recorded as debt discount, with a relative fair value of $6,989. As of December 31, 2024, the Note was in default. On February 14, 2025, the note holder agreed to further extend the maturity date of the note to July 31, 2025 in exchange for a deferred payment of $1,000.	$	50,000		$	50,000
On September 23, 2019, the Company received proceeds of $200,000 on a senior secured convertible note that carries an 8% interest rate, which matured on August 10, 2022, as amended. The principal and interest were convertible into shares of common stock at the discretion of the note holder at a fixed conversion price of $0.11 per share. On September 30, 2020, the maturity date was extended to August 10, 2022 and the conversion price was amended to $0.03 per share. The Company’s obligations under this Note are secured by a lien on the assets of the Company and its wholly-owned subsidiary Digipath Labs. On February 22, 2021, the noteholder converted $90,000 of principal into 3,000,000 shares of common stock at a conversion price of $0.03 per share. On September 30, 2021 , the note was amended to add the outstanding short term notes and accrued interest into the principal balance, making the outstanding balance $355,469, as amended. As a result of the modification, the Company recorded an additional debt discount of $98,188, as a result of the beneficial conversion feature of the additional principal. On October 1, 2022, the Company further extended the maturity date to February 11, 2024. In connection with the modification, the Company issued warrants to purchase 4,621,105 shares of common stock, with a fair value of $32,166, which was recorded as a debt discount. On January 22, 2024 the Company further amended the note to extend the maturity date to February 11, 2025 and reduced the conversion price to $0.01. As a result of the modification of the conversion price, the Company recorded a loss on debt extinguishment of $481,955. On February 10, 2025, the note holder agreed to further extend the maturity date of the note to July 31, 2025 in exchange for a deferred payment of $4,000.		355,469			355,469
On September 23, 2019, the Company received proceeds of $200,000 on a senior secured convertible note that carries an 8% interest rate, which matured on August 10, 2022, as amended. The principal and interest were convertible into shares of common stock at the discretion of the note holder at a fixed conversion price of $0.11 per share. On September 30, 2020, the maturity date was extended to August 10, 2022 and the conversion price was amended to $0.03 per share. The Company’s obligations under this Note are secured by a lien on the assets of the Company and its wholly-owned subsidiary Digipath Labs. On February 22, 2021, the noteholder converted $90,000 of principal into 3,000,000 shares of common stock at a conversion price of $0.03 per share. On September 30, 2021, the note was amended to add the outstanding short term notes and accrued interest into the principal balance, making the outstanding balance $355,469, as amended. As a result of the modification, the Company recorded an additional debt discount of $98,188, as a result of the beneficial conversion feature of the additional principal. On October 1, 2022, the Company further extended the maturity date to February 11, 2024. In connection with the modification, the Company issued warrants to purchase 4,621,105 shares of common stock, with a fair value of $32,166, which was recorded as a debt discount. On January 22, 2024 the Company further amended the note to extend the maturity date to February 11, 2025 and reduced the conversion price to $0.01. As a result of the modification of the conversion price, the Company recorded a loss on debt extinguishment of $481,955. On February 10, 2025, the note holder agreed to further extend the maturity date of the note to July 31, 2025 in exchange for a deferred payment of $4,000.		355,469			355,469
On November 8, 2018, the Company received proceeds of $350,000 on a senior secured convertible note that carries an 8% interest rate, which matures on August 10, 2022, as amended. The principal and interest were convertible into shares of common stock at the discretion of the note holder at a fixed conversion price of $0.14 per share. On September 30, 2020, the maturity date was extended to August 10, 2022 and the conversion price was amended to $0.03 per share. The Company’s obligations under this Note are secured by a lien on the assets of the Company and its wholly-owned subsidiary Digipath Labs. On October 1, 2022, the Company further extended the maturity date to February 11, 2024. In connection with the modification, the Company issued warrants to purchase 4,550,000 shares of common stock, with a fair value of $31,671 which was recorded as a debt discount. On January 29, 2024, the holder converted $40,000 of this note into common shares. On January 22, 2024, the Company further amended the note to extend the maturity date to February 11, 2025 and reduced the conversion price to $0.01. As a result of the modification of the conversion price, the Company recorded a loss on debt extinguishment of $474,539. On February 10, 2025, the note holder agreed to further extend the maturity date of the note to July 31, 2025 in exchange for a deferred payment of $7,000.		310,000			310,000
On November 8, 2018, the Company received proceeds of $350,000 on a senior secured convertible note that carries an 8% interest rate, which matured on August 10, 2022, as amended. The principal and interest were convertible into shares of common stock at the discretion of the note holder at a fixed conversion price of $0.14 per share. On September 30, 2020, the maturity date was extended to August 10, 2022 and the conversion price was amended to $0.03 per share. The Company’s obligations under this Note are secured by a lien on the assets of the Company and its wholly-owned subsidiary Digipath Labs. On October 1, 2022, the Company further extended the maturity date to February 11, 2024. In connection with the modification, the Company issued warrants to purchase 4,550,000 shares of common stock, with a fair value of $31,671 which was recorded as a debt discount. On January 29, 2024, the holder converted $40,000 of this note into common shares. On January 22, 2024, the Company further amended the note to extend the maturity date to February 11, 2025 and reduced the conversion price to $0.01. As a result of the modification of the conversion price, the Company recorded a loss on debt extinguishment of $474,539. On February 10, 2025, the note holder agreed to further extend the maturity date of the note to July 31, 2025 in exchange for a deferred payment of $7,000.		310,000			310,000
On October 1, 2022, the Company entered into a senior secured convertible note that carries an 8% interest rate, which matures on February 11, 2024. The Note documented the advances made during the year ended September 30, 2022 in the amount of $362,765. The principal and interest on the Note are convertible into common shares at a conversion price of $0.01. In connection with the note, the Company issued warrants to purchase 4,715,945 shares of common stock, with a fair value of $30,102, which was recorded as a debt discount. On January 22, 2024, the note holder agreed to extend the maturity date of the Note to February 11, 2025. On February 10, 2025, the note holder agreed to further extend the maturity date of the note to July 31, 2025 in exchange for a deferred payment of $7,255.30.		362,765			362,765
On October 1, 2022, the Company entered into a senior secured convertible note that carries an 8% interest rate, which matured on February 11, 2024. The Note documented the advances made during the year ended September 30, 2022 in the amount of $362,765. The principal and interest on the Note are convertible into common shares at a conversion price of $0.01. In connection with the note, the Company issued warrants to purchase 4,715,945 shares of common stock, with a fair value of $30,102, which was recorded as a debt discount. On January 22, 2024, the note holder agreed to extend the maturity date of the Note to February 11, 2025. On February 10, 2025, the note holder agreed to further extend the maturity date of the note to July 31, 2025 in exchange for a deferred payment of $7,255.30.		362,765			362,765
Total convertible notes payable	$	1,078,235		$	1,078,235
Less: current maturities		(1,078,235	)		(1,078,235	)
Convertible notes payable	$	-		$	-

The Company recorded interest expense pursuant to the stated interest rates on the convertible notes in the amount of $21,~~868~~393 and $3741,~~527~~ 657 for the three months ended ~~December~~March 31, 2025 and 2024, respectively. The Company recorded interest expense pursuant to the stated interest rates on the convertible notes in the amount of $43,261 and ~~2023~~$78,607 for the six months ended March 31, 2025 and 2024, respectively.

The Company recognized interest expense for the six ~~three~~ months ended ~~December~~March 31, ~~2024~~2025 and ~~2023~~2024, respectively, as follows:

Schedule of Interest Expense

	December 31,		December 31,
	March 31,		March 31,
	2024		2023
	2025		2024
Interest on notes payable	$	~~506~~1,773	$	1836,~~026~~614
Amortization of debt discounts		-		2943,~~338~~050
Interest on convertible notes		2143,~~868~~261		3678,~~949~~607
Total interest expense	$	2245,~~374~~034	$	84158,~~313~~271

Note 9 – Stockholders’ Equity

Preferred Stock

As of ~~December~~March 31, ~~2024~~2025, the Company was authorized to issue 1070,000,000 shares of preferred stock with a par value of $0.001 per share. ~~Pursuant~~ toAs ~~the Charter Amendment (see Note 16 – Subsequent Events), effective as~~ of ~~January~~March 1531, 2025, ~~the Company is authorized to issue 70~~6,000,000 shares of preferred stock, ~~of which 6,000,000 shares~~ have been designated as Series A Convertible Preferred Stock (“Series A Preferred”), 1,500,000 shares have been designated as Series B Convertible Preferred Stock (“Series B Preferred”), and 1,000 shares have been designated as Series C Preferred Stock (“Series C Preferred”). Additionally, ~~with~~pursuant to the Certificate of Designation of the Series D Preferred (see Note 16 – Subsequent Events), effective as of April 2, 2025, 60,000,000 shares have been designated as Series D Preferred Stock (“Series D Preferred”). The remaining 622,499,000 shares of preferred stock are available for designation from time to time by ~~the~~our ~~Board~~board of directors as set forth below. As of ~~December~~March 31, ~~2024~~2025, there were 1,047,942 shares of Series A Preferred issued and outstanding, 333,600 shares of Series B Preferred issued and outstanding, and 1,000 shares of Series C Preferred issued and outstanding. There are currently no shares of Series D Preferred issued and outstanding. Our board of directors is authorized to determine any number of series into which the undesignated shares of preferred stock may be divided and to determine the rights, preferences, privileges and restrictions granted to any series of the preferred stock. Each share of Series A Preferred is currently convertible into five shares of common stock, ~~and~~ each share of Series B Preferred is currently convertible into twenty-five shares of common stock, and each share of Series D Preferred is currently convertible into one share of common stock. The Series C Preferred is not convertible into common stock.

Series A Preferred

The conversion price is adjustable in the event of stock splits and other adjustments in the Company’s capitalization, and in the event of certain negative actions undertaken by the Company. At the current conversion price, the 1,047,942 shares of Series A Preferred outstanding at ~~December~~March 31, ~~2024~~2025 are convertible into 5,239,710 shares of the common stock of the Company. No holder is permitted to convert its shares of Series A Preferred if such conversion would cause the holder to beneficially own more than 4.99% of the issued and outstanding common stock of the Company immediately after such conversion, unless waived by such holder by providing at least sixty-five days’ notice.

13Additional terms of the Series A Preferred include the following:

~~Additional terms~~● The shares of Series A Preferred are entitled to dividends when, as and if declared by our board of directors as to the shares of the common stock of the Company into which such Series A Preferred ~~include~~may then be converted, subject to the ~~following~~4.99% beneficial ownership limitation described above. ● Upon the liquidation or dissolution of the Company, or any merger or sale of all or substantially all of the assets, the shares of Series A Preferred are entitled to receive, prior to any distribution to the holders of common stock, 100% of the purchase price per share of Series A Preferred plus all accrued but unpaid dividends. ● The Series A Preferred plus all declared but unpaid dividends thereon automatically will be converted into common stock, at the then applicable conversion rate, upon the affirmative vote of the holders of a majority of the outstanding shares of Series A Preferred. ● Each share of Series A Preferred will carry a number of votes equal to the number of shares of common stock into which such Series A Preferred may then be converted, subject to the 4.99% beneficial ownership limitation described above. The Series A Preferred generally will vote together with the common stock and not as a separate class, except as provided below. ● Consent of the holders of the outstanding Series A Preferred, voting separately as a class, is required in order for the Company to: (i) amend or change the rights, preferences, privileges or powers of, or the restrictions provided for the benefit of, the Series A Preferred; (ii) authorize, create or issue shares of any class of stock having rights, preferences, privileges or powers superior to the Series A Preferred; (iii) reclassify any outstanding shares into shares having rights, preferences, privileges or powers superior to the Series A Preferred; or (iv) amend the Company’s Articles of Incorporation or Bylaws in a manner that adversely affects the rights of the Series A Preferred. ● Pursuant to various Securities Purchase Agreements, holders of Series A Preferred are entitled to unlimited “piggyback” registration rights on registrations by the Company, subject to pro rata cutback at any underwriter’s discretion.

~~● The shares of~~ Series AC Preferred are entitled to dividends when, as and if declared by the Board as to the shares of the common stock of the Company into which such Series A Preferred may then be converted, subject to the 4.99% beneficial ownership limitation described above. ● Upon the liquidation or dissolution of the Company, or any merger or sale of all or substantially all of the assets, the shares of Series A Preferred are entitled to receive, prior to any distribution to the holders of common stock, 100% of the purchase price per share of Series A Preferred plus all accrued but unpaid dividends. ● The Series A Preferred plus all declared but unpaid dividends thereon automatically will be converted into common stock, at the then applicable conversion rate, upon the affirmative vote of the holders of a majority of the outstanding shares of Series A Preferred. ● Each share of Series A Preferred will carry a number of votes equal to the number of shares of common stock into which such Series A Preferred may then be converted, subject to the 4.99% beneficial ownership limitation described above. The Series A Preferred generally will vote together with the common stock and not as a separate class, except as provided below. ● Consent of the holders of the outstanding Series A Preferred , voting separately as a class, is required in order for the Company to: (i) amend or change the rights, preferences, privileges or powers of, or the restrictions provided for the benefit of, the Series A Preferred; (ii) authorize, create or issue shares of any class of stock having rights, preferences, privileges or powers superior to the Series A Preferred; (iii) reclassify any outstanding shares into shares having rights, preferences, privileges or powers superior to the Series A Preferred; or (iv) amend the Company’s Articles of Incorporation or Bylaws in a manner that adversely affects the rights of the Series A Preferred. ● Pursuant to various Securities Purchase Agreements, holders of Series A Preferred are entitled to unlimited “piggyback” registration rights on registrations by the Company, subject to pro rata cutback at any underwriter’s discretion.

The Series C Preferred stock was designated on July 20, 2022. The principal feature of the Series C Preferred is that it provides the holder thereof, so long as he or she is an executive officer of the Company, with the ability to vote with the holders of the Company’s common stock on all matters presented to the holders of common stock, whether at a special or annual meeting, by written action in lieu of a meeting or otherwise, on the basis of 200,000 votes for each share of Series C Preferred. The shares of Series C Preferred are not convertible into common stock, are not entitled to dividends, are not subject to redemption, and have a stated value of $0.10 per share payable on any liquidation of the Company in preference to any payment payable to the holders of common stock.

On December 10, 2024, the Company entered into a Securities Purchase Agreement with A. Stone Douglass (the “Douglass Purchase Agreement”), the Company’s Chairman, President, Chief Executive Officer, Chief Financial Officer, Secretary and Director, pursuant to which Mr. Douglass purchased 1,000 shares of the Company’s Series C Preferred stock for a purchase price of $100. The Company determined that the shares had value in excess of the stated value in the amount of $968,356, which the Company recorded as compensation expense to the officer.

Additional terms of the Series C Preferred include the following:

●	The shares of Series C Preferred are not entitled to dividends.

●	Upon the liquidation or dissolution of the Company, or any merger or sale of all or substantially all of the assets, or upon a change in control whereby a stockholder gains control of 50% or more of the outstanding shares of common stock, the shares of Series C Preferred are entitled to receive, prior to any distribution to the holders of common stock, 100% of the stated value per share of Series C Preferred.

●	The shares of Series C Preferred have no conversion rights.

14Series D Preferred

~~Common~~The Series D Preferred ranks, as to dividend rights ~~Stock~~and rights upon our liquidation, dissolution, or winding up, junior to the Series A Preferred and Series B Preferred and senior to the Series C Preferred and all classes or series of common stock. The terms of the Series D Preferred do not limit our ability to (i) incur indebtedness or (ii) issue additional equity securities that are equal or senior in rank to the shares of Series D Preferred as to distribution rights and rights upon our liquidation, dissolution or winding up.

The ~~common~~ ~~stock~~shares ~~has~~of aSeries ~~par~~D ~~value~~Preferred ofare ~~$0.001,~~not ~~and~~entitled to ~~250~~dividends,~~000,000~~ ~~shares~~provided ~~were~~that ~~authorized~~if asdividends ofare ~~December~~paid ~~31,~~on ~~2024,~~the ~~of which 126,546,825~~ shares ~~were issued and outstanding as~~ of ~~December~~common 31stock, ~~2024. Pursuant to~~ the ~~Charter~~Series ~~Amendment~~D ~~(see~~Preferred ~~Note~~will 16be –entitled ~~Subsequent~~to ~~Events),~~dividends based on the ~~authorized~~ number shares of ~~the Company’s~~ common stock ~~were~~which ~~increased~~the ~~from~~Series ~~250,000,000~~D ~~shares~~Preferred tomay ~~880,000,000~~then ~~shares,~~be ~~effective January 15, 2025~~converted.

~~Common Stock~~The ~~Transactions~~liquidation preference for each share of Series D Preferred is $0.20. Upon a liquidation, dissolution or winding up of the ~~Three~~Company, ~~Months~~holders ~~Ended~~of ~~December~~shares 31of Series D Preferred will be entitled to receive out of the assets of the Company available to its stockholders before any payment is made to the holders of shares of common stock or other classes of shares of the Company ranking junior to the Series D Preferred, ~~2024~~the liquidation preference with respect to their shares plus an amount equal to any accrued but unpaid dividends (if declared) to, but not including, the date of payment with respect to such shares. After the payment to the holders of the Series D Preferred of the amount payable to them as above provided, they shall not be entitled to share in any further distribution of the assets or property of the Company.

~~During the~~The ~~three~~shares ~~months~~of ~~ended~~Series ~~December~~D ~~31,~~Preferred ~~2024~~have no maturity date, and the Company ~~issued~~is ~~3,500,000~~not required to redeem shares of ~~common~~Series ~~stock~~D Preferred at any time. ~~The~~Accordingly, the shares ~~were~~of ~~valued~~Series D Preferred will remain outstanding indefinitely, unless otherwise converted at the ~~closing price~~option onof the ~~date~~holder ofthereof ~~issuance~~or ~~for~~pursuant anto ~~aggregate~~a ~~value~~mandatory ofconversion described ~~$67,000~~below.

~~Note~~At any time after issuance, each share of Series D Preferred is convertible into one share of common stock at the option of the holder. At any time after issuance upon the occurrence of any of the following events, the Company shall have a right to direct the mandatory conversion of the Series D Preferred: (a) a change in control, or (b) if the closing price of the common stock closes at or above $0.40 per share for 10 –consecutive ~~Mezzanine~~trading ~~Equity~~days.

Holders of Series D Preferred generally have no Bvoting rights. However, certain material and adverse changes to the terms of the Series D Preferred cannot be made without the affirmative vote of holders of at least a majority of the outstanding shares of Series D Preferred, voting as a separate class.

The shares of Series B Preferred were designated on December 29, 2021. Each share of Series B Preferred has a stated value of $1.00 and is currently convertible into common stock at a conversion price equal to $0.04. The conversion price of the Series B Preferred is subject to equitable adjustment in the event of a stock split, stock dividend or similar event with respect to the common stock, and in the event of the issuance of common stock by the Company below the conversion price, subject to customary exceptions. At the current conversion price, the 333,600 shares of Series B Preferred outstanding at December 31, 2024 are convertible into 8,340,000 shares of the common stock of the Company. No holder is permitted to convert its shares of Series B Preferred if such conversion would cause the holder to beneficially own more than 4.99% of the issued and outstanding common stock of the Company immediately after such conversion, unless waived by such holder by providing at least sixty-five days’ notice.14

~~Additional terms~~Common ~~of the Series B Preferred include the following:~~Stock

● The ~~shares of Series B Preferred are not entitled to dividends, provided that if dividends are paid on the shares of~~ common stock ofhas ~~the~~a ~~Company,~~par ~~the~~value ~~Series B Preferred will be entitled to dividends based on the number~~ of ~~shares of common stock into which the Series B Preferred may then be converted~~$0. ~~● Upon the liquidation or dissolution of the Company~~001, ~~or any merger or sale of all or substantially all of the assets~~and 880,000,000 orshares ~~upon~~were aauthorized ~~change~~as ~~in control whereby a stockholder gains control~~ of ~~50%~~March ~~or more of the outstanding shares of common stock~~31, ~~the shares of Series B Preferred are entitled to receive~~2025, ~~prior to any distribution to the holders~~ of ~~common~~which ~~stock and Series A Preferred~~136,621,825 ~~100% of the purchase price per share of Series B Preferred plus all accrued but unpaid dividends. ● Each share of Series B Preferred carries a number of votes equal to the number of~~ shares ofwere ~~common~~issued ~~stock~~and ~~into~~outstanding ~~which~~as ~~such shares~~ of ~~Series~~March B31, ~~Preferred may then be converted~~2025.

~~Due to~~Common ~~the~~Stock ~~change~~Transactions infor ~~control provision of~~ the ~~Series~~Six BMonths Ended ~~Preferred~~March 31, ~~the Series B Preferred is classified as temporary equity on the balance sheet.~~2025

~~Note~~During the six months ended March 31, 2025, the 11Company –issued ~~Common~~13,575,000 ~~Stock~~shares ~~Options~~of common stock to outside consultants in exchange for services performed. The shares were valued at the closing price on the date of issuance for an aggregate value of $456,063.

~~Stock Incentive~~Note ~~Plan~~10 – Mezzanine Equity

~~On June~~Series ~~21,~~B 2016, we amended and restated our 2012 Stock Incentive Plan (the “2012 Plan”), which was originally adopted on March 5, 2012, and terminated on March 5, 2022. As amended, the 2012 Plan provided for the issuance of up to 11,500,000 shares of common stock pursuant to the grant of options or other awards, including stock grants, to employees, officers or directors of, and consultants to, the Company and its subsidiaries. Options granted under the 2012 Plan may either be intended to qualify as incentive stock options under the Internal Revenue Code of 1986, or may be non-qualified options, and are exercisable over periods not exceeding ten years from date of grant.Preferred

15The shares of Series B Preferred were designated on December 29, 2021. Each share of Series B Preferred has a stated value of $1.00 and is currently convertible into common stock at a conversion price equal to $0.04. The conversion price of the Series B Preferred is subject to equitable adjustment in the event of a stock split, stock dividend or similar event with respect to the common stock, and in the event of the issuance of common stock by the Company below the conversion price, subject to customary exceptions. At the current conversion price, the 333,600 shares of Series B Preferred outstanding at March 31, 2025 are convertible into 8,340,000 shares of the common stock of the Company. No holder is permitted to convert its shares of Series B Preferred if such conversion would cause the holder to beneficially own more than 4.99% of the issued and outstanding common stock of the Company immediately after such conversion, unless waived by such holder by providing at least sixty-five days’ notice.

~~Common Stock~~Additional ~~Option~~terms ~~Issuances~~of the Series B Preferred include the following:

~~There were~~● noThe ~~issuances~~shares of Series B Preferred are not entitled to dividends, provided that if dividends are paid on the shares of common stock ~~options~~of ~~during~~the Company, the ~~three~~Series ~~months~~B ~~ended~~Preferred ~~December~~will 31be entitled to dividends based on the number of shares of common stock into which the Series B Preferred may then be converted. ● Upon the liquidation or dissolution of the Company, ~~2024~~or any merger or sale of all or substantially all of the assets, or upon a change in control whereby a stockholder gains control of 50% or more of the outstanding shares of common stock, the shares of Series B Preferred are entitled to receive, prior to any distribution to the holders of common stock and Series A Preferred, 100% of the purchase price per share of Series B Preferred plus all accrued but unpaid dividends. ● Each share of Series B Preferred carries a number of votes equal to the number of shares of common stock into which such shares of Series B Preferred may then be converted.

~~Amortization~~ Due to the change in control provision of ~~Stock-Based~~the Series ~~Compensation~~B Preferred, the Series B Preferred is classified as temporary equity on the balance sheet.

~~A total~~Note of11 $0– ~~and~~Common ~~$1,153~~Stock of stock-based compensation expense was recognized during the three months ended December 31, 2024 and 2023, respectively, as a result of the vesting of common stock options issued in prior periods. As of December 31, 2024 no additional amounts of unamortized expense remains to be amortized over the vesting period.Options

~~The following~~Stock isIncentive ~~a summary of information about the stock options outstanding at December 31, 2024.~~Plan

~~Summary~~On ofJune ~~Common~~21, 2016, we amended and restated our 2012 Stock Incentive Plan (the “2012 Plan”), which was originally adopted on March 5, 2012, and terminated on March 5, 2022. As amended, the 2012 Plan provided for the issuance of up to 11,500,000 shares of common stock pursuant to the grant of options or other awards, including stock grants, to employees, officers or directors of, and consultants to, the Company and its subsidiaries. Options granted ~~Outstanding~~under the 2012 Plan may either be intended to qualify as incentive stock options under the Internal Revenue Code of 1986, or may be non-qualified options, and are exercisable over periods not exceeding ten years from date of grant.

Shares Underlying Options Outstanding

Shares Underlying Options Exercisable

Weighted

Average

Weighted

Range of

Underlying

Remaining

Average

Underlying

Average

Exercise

Options

Contractual

Exercise

Options

Exercise

Prices

Outstanding

Life

Price

Exercisable

Price

.0056-0.13

8,120,000

4.02 years

0.052

8,120,000

0.052

Common Stock Option Issuances

~~The following~~There iswere ano ~~summary~~issuances of ~~activity of outstanding~~ common stock options: during the six months ended March 31, 2025.

~~Schedule of Activity of Outstanding Common Stock Options~~ 15

			Weighted
			Average
	Number		Exercise
	of Shares		Price
Balance, September 30, 2024		8,120,000	$	0.052
Options issued		-		-
Options forfeited		-		-
Balance, December 31, 2024		8,120,000	$	0.052
Exercisable, December 31, 2024		8,120,000	$	0.052

Amortization of Stock-Based Compensation

As A total of ~~December~~$0 ~~31,~~and ~~2024~~$1,153 ~~these~~of ~~options~~stock-based incompensation expense ~~the~~was ~~aggregate~~recognized ~~had~~during ~~$57,740~~the ofsix ~~intrinsic~~months ~~value~~ended ~~for~~March ~~the~~31, ~~outstanding~~2025 and ~~exercisable~~2024, ~~options~~respectively, ~~based on~~as ~~the~~a ~~per~~result ~~share~~of ~~market~~the ~~price~~vesting of $0common stock options issued in prior periods.03 As of ~~the~~March ~~Company’s~~31, ~~common~~2025 ~~stock~~no asadditional amounts of ~~such~~unamortized ~~date~~expense remains to be amortized over the vesting period.

~~Note~~The following is a summary of information about 12the –stock ~~Common~~options ~~Stock~~outstanding ~~Warrants~~at March 31, 2025.

~~Warrants to~~Summary ~~purchase a total~~ of ~~15,387,050~~Common ~~shares~~Stock ofOptions ~~common stock were outstanding as of December 31, 2024.~~Outstanding

The following is a summary of information about our warrants to purchase common stock outstanding at December 31, 2024 (including those issued to both investors and service providers).

Shares Underlying Options Outstanding

Shares Underlying
Options Exercisable

Weighted

Average

Weighted

Range of

Underlying

Remaining

Average

Underlying

Average

Exercise

Options

Contractual

Exercise

Options

Exercise

Prices

Outstanding

Life

Price

Exercisable

Price

.0056-0.13

8,120,000

3.62 years

0.052

8,120,000

0.052

~~Summary~~The following is a summary of ~~Common~~activity ~~Stock~~of ~~Warrants~~outstanding common ~~Outstanding~~stock options:

Shares Underlying

Shares Underlying Warrants Outstanding

Warrants Exercisable

Weighted

Average

Weighted

Range of

Underlying

Remaining

Average

Underlying

Average

Exercise

Warrants

Contractual

Exercise

Warrants

Exercise

Prices

Outstanding

Life

Price

Exercisable

Price

0.0074 -0.10

15,387,050

7.51 years

0.016

15,387,050

0.016

			Weighted
			Average
	Number		Exercise
	of Shares		Price
Balance, September 30, 2024		8,120,000	$	0.052
Options issued		-		-
Options forfeited		-		-

Balance, March 31, 2025		8,120,000	$	0.052

Exercisable, March 31, 2025		8,120,000	$	0.052

~~The~~As of March 31, 2025, these options in the aggregate ~~following~~had is$40,690 aof ~~summary~~intrinsic value for the outstanding and exercisable options, based on the per share market price of ~~activity~~$0.025 of ~~outstanding~~the Company’s common stock ~~warrants:~~as of such date.

~~Schedule~~Note of12 ~~Outstanding~~– Common Stock Warrants ~~Activity~~

			Weighted
			Average
	Number		Exercise
	of Shares		Price
Balance, September 30, 2024		15,387,050	$	0.016
Warrants granted		-		-
Warrants expired		-		-
Balance, December 31, 2024		15,387,050	$	0.016
Exercisable, December 31, 2024		15,387,050	$	0.016

Warrants to purchase a total of 15,387,050 shares of common stock were outstanding as of March 31, 2025.

~~As of~~The ~~December~~following ~~31,~~is ~~2024,~~a ~~these~~summary ~~warrants in the aggregate had $313,847~~ of ~~intrinsic~~information ~~value~~about our aswarrants ~~the~~to ~~per~~purchase ~~share market price of $0.03 of the Company’s~~ common stock asoutstanding ofat ~~such~~March ~~date~~31, ~~was~~2025 ~~greater~~(including ~~than~~those ~~the~~issued ~~exercise~~to ~~price~~both ofinvestors ~~certain~~and ~~warrants~~service providers).

~~Note 13~~ Summary –of ~~Leases~~Common Stock Warrants Outstanding

On May 6, 2024, the Company entered into a lease to lease its operating and office facility under a non-cancelable real property lease agreement that expires on May 31, 2026. The real property lease contains provisions requiring payment of property taxes, utilities, insurance, maintenance and other occupancy costs applicable to the leased premise. As the Company’s leases do not provide implicit discount rates, the Company uses an incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments.

Shares Underlying

Shares Underlying Warrants Outstanding

Warrants Exercisable

Weighted

Average

Weighted

Range of

Underlying

Remaining

Average

Underlying

Average

Exercise

Warrants

Contractual

Exercise

Warrants

Exercise

Prices

Outstanding

Life

Price

Exercisable

Price

0.0074 -0.10

15,387,050

7.26 years

0.016

15,387,050

0.016

~~The components of lease expense were as follows:~~16

~~Schedule~~ The following is a summary of ~~Lease~~activity ~~Expense~~of outstanding common stock warrants:

	For the		For the
	Three Months Ended		Three Months Ended
	December 31,		December 31,
	2024		2023
Operating lease cost	$	10,118	$	-
Total net lease cost	$	10,118	$	-

Supplemental balance sheet information related to leases was as follows:

			Weighted
			Average
	Number		Exercise
	of Shares		Price
Balance, September 30, 2024		15,387,050	$	0.016
Warrants granted		-		-
Warrants expired		-		-

Balance, March 31, 2025		15,387,050	$	0.016

Exercisable, March 31, 2025		15,387,050	$	0.016

~~Schedule~~As of March 31, 2025, these warrants in the aggregate had $237,469 of ~~Operating~~intrinsic ~~Lease~~value ~~Supplemental~~as ~~Balance~~the ~~Sheets~~ per share market price of $0.025 of the Company’s common stock as of such date was greater than the exercise price of certain warrants.

	December 31,			September 30,
	2024			2024
Operating leases:
Operating lease assets	$	54,012		$	57,006
Current portion of operating lease liabilities		37,649		$	36,428
Noncurrent operating lease liabilities		16,939			26,838
Total operating lease liabilities	$	54,588		$	63,266
Weighted average remaining lease term:
Operating leases		1.42 years			1.75 years
Weighted average discount rate:
Operating leases		7.9	%		7.9	%

Note 13 – Leases

17On May 6, 2024, the Company entered into a lease to lease its operating and office facility under a non-cancelable real property lease agreement that expires on May 31, 2026. The real property lease contains provisions requiring payment of property taxes, utilities, insurance, maintenance and other occupancy costs applicable to the leased premise. As the Company’s leases do not provide implicit discount rates, the Company uses an incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments.

~~Supplemental cash~~The ~~flow~~components ~~and~~of ~~other~~lease ~~information~~expense ~~related~~were ~~to leases was~~ as follows:

Schedule of ~~Operating~~ Lease ~~Supplemental Cash Flow~~ Expense

	For the		For the
	Three Months Ended		Three Months Ended
	Six Months Ended		Six Months Ended
	December 31,		December 31,
	March 31,		March 31,
	2024		2023
	2025		2024
Cash paid for amounts included in the measurement of lease liabilities:
Operating lease cost	$	20,236	$	-
Operating cash flows used for operating leases	$	8,678	$	-
Total net lease cost	$	20,236	$	-
Financing cash flows used for finance leases	$	-	$	-
Leased assets obtained in exchange for lease liabilities:
Total operating lease liabilities	$	-	$	-
Total finance lease liabilities	$	-	$	-

~~The following~~Supplemental isbalance asheet ~~maturity~~information ~~analysis of the annual undiscounted cash flows of the operating lease liabilities on a fiscal year basis, including~~related ~~common~~to ~~area maintenance fees, under non-cancelable operating~~ leases was as ~~of December 31, 2024~~follows:

Schedule of ~~Future Minimum~~ Operating Lease ~~Payments~~Supplemental Balance Sheets

Fiscal Year Ending		Minimum Lease
	March 31,				September 30,
December 31,		Commitments
	2025				2024
2025 (9 months)		$	30,272
Operating leases:
2026			27,639
Operating lease assets	$	44,914			$	57,006
2027			-
Current portion of operating lease liabilities		38,894			$	36,428
2028			-
Noncurrent operating lease liabilities		6,842				26,838
2029			-
Total operating lease liabilities	$	45,736			$	63,266
Total future undiscounted lease payments			57,911
Weighted average remaining lease term:
Less interest			(3,323	)
Operating leases		1.17 years				1.75 years
Present value of lease payments			54,588
Weighted average discount rate:
Less current portion			37,649
Operating leases		7.9	%			7.9	%
Long-term operating lease liabilities		$	16,939

~~Note 14 – Commitments and Contingencies~~17

~~Legal~~Supplemental cash flow and other information related ~~Contingencies~~to leases was as follows:

~~There~~ Schedule ~~are no material pending legal proceedings to which we are a party or to which any~~ of ~~our~~Operating ~~property~~Lease isSupplemental ~~subject,~~Cash nor are there any such proceedings known to be contemplated by governmental authorities. None of our directors, officers or affiliates is involved in a proceeding adverse to our business or has a material interest adverse to our business.Flow

Note 15 – Discontinued Operations

	For the		For the
	Six Months Ended		Six Months Ended
	March 31,		March 31,
	2025		2024
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used for operating leases	$	17,530	$	-
Financing cash flows used for finance leases	$	-	$	-

Leased assets obtained in exchange for lease liabilities:
Total operating lease liabilities	$	-	$	-
Total finance lease liabilities	$	-	$	-

~~On April~~The ~~20,~~following ~~2023,~~is ~~the~~a ~~Company~~maturity ~~and~~analysis ~~Digipath~~of ~~Labs entered into~~ the ~~Purchase Agreement with Buyer pursuant to which Digipath Labs agreed to~~annual ~~sell~~undiscounted ~~substantially~~cash ~~all~~flows of ~~its assets to Buyer for~~ the ~~Purchase~~operating ~~Price~~lease asliabilities ~~described~~on ina ~~Note~~fiscal 1year ~~above.~~basis, ~~The~~including ~~Purchase~~common ~~Price~~area ~~was~~maintenance ~~subject to adjustments at closing based on~~fees, ~~among~~under ~~other~~non-cancelable operating ~~things,~~leases ~~the~~as ~~amount by which the working capital~~ of ~~Digipath~~March ~~Labs at the closing was greater or less than $150~~31,~~000.~~ 2025:

~~The~~ Schedule ~~Purchase Agreement included a number~~ of ~~representations,~~Future ~~warrantees,~~Minimum ~~covenants~~Operating ~~and~~Lease conditions to closing customary for this type of transaction. In addition, the closing of the transaction was subject to the approval of the Nevada Cannabis Compliance Board (the “CCB”). On January 18, 2024, the Company received approval from the CCB to transfer the assets pursuant to the Purchase Agreement.Payments

Fiscal Year Ending	Minimum Lease
March 31,	Commitments
2025 (6 months)	$	20,400
2026		27,639
2027		-
2028		-
2029		-
Total future undiscounted lease payments		48,039
Less interest		(2,303	)
Present value of lease payments		45,736
Less current portion		38,894
Long-term operating lease liabilities	$	6,842

~~Pursuant to~~Note ~~the~~14 ~~Purchase~~– ~~Agreement,~~Commitments ~~the Buyer deposited $230,000 into an escrow account upon the execution of the Purchase Agreement,~~ and ~~such amount will continue to be held in escrow for a 12-month period following closing to satisfy any indemnification claims Buyer may have against Digipath Labs.~~Contingencies

~~In connection~~Legal with the transactions contemplated by the Purchase Agreement, the Company, Digipath Labs and Buyer entered into a Management Services Agreement (the “Management Services Agreement”), dated as of April 30, 2023, pursuant to which Buyer was engaged to manage the operation of Digipath Labs’ cannabis testing laboratory (the “Lab”). The effectiveness of the Management Services Agreement was subject to the approval of the CCB, which was obtained on October 17, 2023. Pursuant to the Management Services Agreement, after the payment of expenses to third parties and a payment of 15% of cash collections to Digipath Labs (but not less than $15,000) in each month, Buyer was entitled to a management fee of $10,000 per month. Any remaining cash generated from the operation of the Lab in any month was payable 45% to the Buyer and 55% to the Company.Contingencies

~~On February~~There ~~20,~~are ~~2024,~~no wematerial ~~completed~~pending ~~the~~legal ~~sale of the net assets of our subsidiary Digipath Labs~~ proceedings to ~~Buyer.~~which Onwe ~~June~~are ~~24, 2024, the Company and Buyer settled the final amount owed on the working capital adjustment for an additional payment of $42,835. As~~ a ~~result~~party ofor ~~the~~to ~~closing, the Company recognized a gain on the sale of the assets in the amount of $1,581,981~~ which ~~includes~~any ~~the excess value~~ of ~~the~~our ~~Purchase~~property ~~Price above~~is ~~the net assets as well as the working capital adjustment. On November 27~~subject, ~~2024,~~nor ~~the~~are ~~Company~~there ~~entered~~any ~~into~~such anproceedings ~~amendment~~known to ~~the~~be ~~Asset Purchase~~contemplated ~~Agreement~~by ~~with Buyer~~governmental authorities. ~~Pursuant~~None ~~to the amendment, the Company and Buyer agreed to an early release~~ of ~~the~~our ~~escrow deposit~~directors, ~~whereby the~~officers ~~escrow~~or ~~deposit~~affiliates ~~was~~is ~~reduced~~involved toin ~~$200,000~~a ~~and~~proceeding ~~released~~adverse ~~immediately~~ to ~~the~~our ~~Company.~~business ~~The~~or ~~Company~~has ~~received~~a ~~the~~material ~~escrow deposit amount on~~interest ~~December~~adverse 3,to ~~2024.~~our ~~The settlement is recorded in other expenses in the accompanying statement of operations~~business.

~~The statements~~Note of15 ~~operations~~– ofDiscontinued ~~Digipath Labs combined are summarized below:~~Operations

~~Schedule~~On April 20, 2023, the Company and Digipath Labs entered into the Purchase Agreement with Buyer pursuant to which Digipath Labs agreed to sell substantially all of ~~Discontinued~~its ~~Operations~~assets to Buyer for the Purchase Price as described in Note 1 above. The Purchase Price was subject to adjustments at closing based on, among other things, the amount by which the working capital of ~~Income~~Digipath ~~Statement~~Labs ~~and~~at ~~Balance~~the ~~Sheet~~closing ~~Disclosures~~ was greater or less than $150,000.

	2024		2023
	For the Three Months Ended
	December 31,
	2024		2023
Revenues	$	-	$	923,154
Cost of sales		-		421,511
Gross profit		-		501,643
Operating expenses:
General and administrative		-		203,185
Professional fees		-		4,750
Total operating expenses		-		207,935
Operating income		-		293,708
Other income (expense):
Interest expense		-		(1,081	)
Total other income (expense)		-		(1,081	)
Net income	$	-	$	292,627

The Purchase Agreement included a number of representations, warrantees, covenants and conditions to closing customary for this type of transaction. In addition, the closing of the transaction was subject to the approval of the Nevada Cannabis Compliance Board (the “CCB”). On January 18, 2024, the Company received approval from the CCB to transfer the assets pursuant to the Purchase Agreement.

19Pursuant to the Purchase Agreement, the Buyer deposited $230,000 into an escrow account upon the execution of the Purchase Agreement, and such amount was to continue to be held in escrow for a 12-month period following closing to satisfy any indemnification claims Buyer may have against Digipath Labs.

~~Note 16 – Subsequent Events~~18

OnIn connection with the transactions contemplated ~~December~~by 10the Purchase Agreement, ~~2024~~the Company, ~~our~~Digipath ~~board~~Labs ofand ~~directors~~Buyer entered into a Management Services Agreement (ithe “Management Services Agreement”), ~~approved~~dated ~~the~~as ~~Douglass~~of ~~Purchase~~April ~~Agreement~~30, ~~and~~2023, ~~(ii)~~pursuant ~~approved~~to ~~and~~which ~~submitted~~Buyer ~~for~~was aengaged ~~vote~~to of manage the ~~holder~~operation of aDigipath ~~majority~~Labs’ ofcannabis testing laboratory (the ~~outstanding~~“Lab”). ~~voting~~The ~~stock~~effectiveness of the ~~Company~~Management anServices ~~amendment~~Agreement was subject to the ~~Company’s~~approval ~~Articles~~ of ~~Incorporation,~~the asCCB, ~~amended~~which was obtained on October 17, 2023. Pursuant to ~~increase~~the ~~(1)~~Management Services Agreement, after the ~~authorized~~payment ~~shares~~of expenses to third parties and a payment of ~~the~~15% ~~Company’s~~of ~~common~~cash ~~stock~~collections ~~from~~to ~~250~~Digipath Labs (but not less than $15,000) in each month,~~000~~ ~~shares~~Buyer was entitled to ~~880~~a management fee of $10,000~~,000~~ ~~shares, and~~per ~~(2)~~month. ~~the~~Any ~~authorized~~remaining ~~shares~~cash generated from the operation of the ~~Company’s~~Lab ~~preferred~~in ~~stock~~any ~~from~~month ~~10,000,000~~was ~~shares~~payable 45% to ~~70,000,000~~the ~~shares~~Buyer ~~(the~~and ~~“Charter~~55% ~~Amendment”)~~to the Company.

On ~~December~~ 10February 20, 2024, A.we ~~Stone~~completed ~~Douglass,~~the assale of the ~~holder~~net assets of aour ~~majority~~subsidiary ofDigipath ~~the~~Labs ~~outstanding~~to ~~voting~~Buyer. ~~stock~~On ofJune 24, 2024, the Company, ~~approved~~and Buyer settled the ~~Charter~~final amount owed on the ~~Amendment~~working capital adjustment for an additional payment of $42,835. ~~The~~As ~~Charter~~a ~~Amendment~~result ~~was~~of ~~filed~~the ~~with~~closing, the ~~Secretary~~Company recognized a gain on the sale of ~~State~~the assets in the amount of $1,581,981 which includes the ~~State~~excess value of ~~Nevada~~the onPurchase ~~January~~Price ~~13,~~above ~~2025~~the ~~and~~net ~~became~~assets ~~effective~~as well as the working oncapital ~~January~~adjustment. 15On November 27, ~~2025~~2024, atthe ~~which~~Company ~~point~~entered into an amendment to the ~~increase~~Asset inPurchase ~~authorized~~Agreement ~~shares~~with ofBuyer. Pursuant to the amendment, the Company’s ~~common~~and ~~stock~~Buyer agreed to an early release of the escrow deposit, whereby the escrow deposit was reduced to $200,000 and ~~preferred~~released ~~stock~~immediately ~~set~~to ~~forth~~the Company. The Company received the escrow deposit amount on December 3, 2024. The settlement is recorded in other expenses in the ~~Charter~~accompanying ~~Amendment~~statement ~~took~~of ~~effect~~operations.

The ~~Company~~statements ~~is party to a secured credit facility, under which the Company is able to borrow up to $200,000, which will incur interest at a rate~~ of ~~12%~~operations ~~(see Note 7 – Notes Payable). As~~ of ~~the~~Digipath ~~date of this Quarterly Report on Form 10-Q, the Company has borrowed $20,000~~Labs ~~against~~are ~~the~~summarized ~~facility. On February 10, 2025, the facility holder agreed to extend the maturity date of the facility from February 28, 2025 to July 31, 2025 in exchange for a deferred payment of $400.~~below:

~~The Company is party to three convertible promissory notes that each have a maturity date of February 11, 2025 (see Note 8 – Convertible~~ Schedule ~~Notes Payable). On February 10, 2025, the Company and the holder~~ of ~~the~~Discontinued ~~three~~Operations ~~convertible promissory notes agreed to extend the maturity dates~~ of ~~each~~Income ~~note~~Statement toand ~~July~~Balance ~~31,~~Sheet ~~2025 in exchange for aggregate deferred payments of $18,255.30.~~Disclosures

The Company is party to a convertible promissory note that has a maturity date of February 11, 2024 (see Note 8 – Convertible Notes Payable). On February 14, 2025, the Company and the holder of the convertible promissory note agreed to extend the maturity date of the note to July 31, 2025 in exchange for a deferred payment of $1,000.

	2025		2024			2025		2024
	For the Three Months Ended					For the Six Months Ended
	March 31,					March 31
	2025		2024			2025		2024

Revenues	$	-	$	712,145		$	-	$	1,635,299
Cost of sales		-		229,013			-		650,524
Gross profit		-		483,132			-		984,775

Operating expenses:
General and administrative		-		189,983			-		393,168
Professional fees		-		-			-		4,750
Total operating expenses		-		189,983			--		397,918

Operating income(loss)		-		293,149					586,857

Other income (expense):
Interest expense		-		(620	)		-		(1,701	)
Total other income (expense)		-		(620	)		-		(1,701	)

Net income (loss)	$	-	$	292,529		$	-	$	585,156

20Note 16 – Subsequent Events

~~ITEM~~On 2.April ~~MANAGEMENT~~1, 2025, our board of directors (i) approved the creation of a new series of preferred stock of the Company, designated as Series D Preferred, (ii) approved the filing of a Certificate of Designation of the Series D Preferred Stock (the “Certificate of Designation of the Series D Preferred”) with the Secretary of State of the State of Nevada, and (iii) reserved 60,000,000 shares of the Company’Ss ~~DISCUSSION~~common ~~AND~~stock ~~ANALYSIS~~for OFissuance ~~FINANCIAL~~upon ~~CONDITION~~a ~~AND~~conversion of ~~RESULTS~~the OFSeries ~~OPERATIONS~~D Preferred.

~~The information~~On ~~contained~~April in2, ~~this~~2025, ~~Quarterly Report on Form 10-Q is intended to update~~ the ~~information~~Certificate ~~contained~~of ~~in our Annual Report on Form~~Designation ~~10-K~~of ~~for~~ the ~~year~~Series ~~ended~~D ~~September~~Preferred ~~30,~~was ~~2024~~filed ~~and~~with ~~presumes that readers have access to, and will have read,~~ the ~~“Management’s Discussion~~Secretary ~~and~~of ~~Analysis~~State of ~~Financial~~the ~~Condition~~State ~~and Results~~ of ~~Operations”~~Nevada and ~~other~~was ~~information~~declared ~~contained in such Form 10-K~~effective. ~~The following discussion and analysis also should be read together with our financial statements and the notes to the financial statements included elsewhere in this Quarterly Report on Form 10-Q.~~

The following discussion contains certain statements that may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements appear in a number of places in this Report, including, without limitation, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These statements are not guarantees of future performance and involve risks, uncertainties and requirements that are difficult to predict or are beyond our control. Forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q. You should not put undue reliance on any forward-looking statements. We strongly encourage investors to carefully read the factors described in our Annual Report on Form 10-K for the year ended September 30, 2024 in the section entitled “Risk Factors” for a description of certain risks that could, among other things, cause actual results to differ from these forward-looking statements. We assume no responsibility to update the forward-looking statements contained in this Quarterly Report on Form 10-Q. The following should also be read in conjunction with the unaudited financial statements and notes thereto that appear elsewhere in this Quarterly Report on Form 10-Q.19

~~Overview~~ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

~~Hypha Labs,~~The ~~Inc.~~information ~~was~~contained in ~~incorporated~~this inQuarterly ~~Nevada~~Report on ~~October~~Form 5,10-Q ~~2010.~~is ~~Until~~intended ~~February~~to ~~20,~~update ~~2024, Hypha Labs, Inc. and its subsidiaries (“Hypha Labs,”~~ the ~~“Company,”~~information ~~“we,”~~contained “in our” orAnnual ~~“us”)~~Report ~~was~~on aForm ~~service~~10-~~oriented~~K ~~independent~~for ~~testing~~the year ended ~~laboratory~~September 30, ~~data~~2024 ~~analytics~~ and ~~media~~presumes ~~firm~~that ~~focused~~readers onhave ~~the~~access ~~developing~~to, ~~cannabis~~ and ~~hemp~~will ~~markets~~have read, ~~and supported~~ the ~~cannabis industry~~“Management’s ~~best~~ ~~practices~~Discussion ~~for~~and ~~reliable~~Analysis of ~~testing.~~Financial ~~Our~~Condition ~~mission~~and ~~was~~Results toof ~~provide~~Operations” ~~pharmaceutical-grade analysis~~ and ~~testing~~other toinformation ~~the~~contained ~~cannabis~~in ~~industry,~~such ~~under ISO~~Form 10-~~17025:2017~~K. ~~guidelines,~~The tofollowing ~~ensure~~discussion ~~consumers~~ and analysis ~~patients~~also ~~knew~~should ~~exactly~~be ~~what~~read ~~was~~together inwith ~~the~~our ~~cannabis~~financial ~~they~~statements ~~ingest~~ and tothe ~~help~~notes ~~maximize~~to the ~~quality~~ offinancial ~~our~~statements ~~clients’~~included ~~products~~elsewhere ~~through~~in ~~research, development, and standardization. Hypha Labs had been operating a cannabis-testing~~this ~~lab~~Quarterly inReport ~~Nevada~~on ~~since~~Form ~~2015~~10-Q.

OnThe following discussion ~~February~~contains ~~20,~~certain ~~2024,~~statements wethat ~~completed~~may be deemed “forward-looking statements” within the ~~sale~~meaning of the ~~net~~Private ~~assets~~Securities Litigation Reform Act of ~~our~~1995. ~~wholly~~Such ~~owned~~statements ~~subsidiary~~appear ~~Digipath~~in ~~Labs~~a number of places in this Report, ~~Inc.~~including, (without limitation, “~~Digipath~~Management’s Discussion ~~Labs”)~~and Analysis of Financial Condition and Results of Operations. As” These statements are not guarantees of ~~that~~future ~~date~~performance and involve risks, weuncertainties ~~were~~and norequirements ~~longer~~that inare ~~the~~difficult ~~business~~to predict or are beyond our control. Forward-looking statements speak only as aof ~~service~~the ~~oriented~~date ~~independent~~of ~~testing~~this ~~laboratory,~~Quarterly ~~data~~Report ~~analytics~~on ~~and~~Form ~~media~~10-Q. ~~firm focused~~You should not put undue reliance on any forward-looking statements. We strongly encourage investors to carefully read the ~~developing~~factors ~~cannabis~~described ~~and~~in ~~hemp~~our ~~markets~~Annual Report on Form 10-K for the year ended September 30, ~~which~~2024 ~~supported~~in the ~~cannabis~~section ~~industry’s~~entitled ~~best~~“Risk ~~practices~~Factors” for ~~reliable~~a ~~testing~~description of certain risks that could, among other things, cause actual ~~cannabis~~results ~~education~~to ~~and~~differ ~~training~~from these forward-looking statements. ~~Following~~We ~~closing~~assume ofno ~~the~~responsibility ~~asset~~to ~~sale,~~update the ~~Company~~forward-looking ~~changed~~statements ~~its~~contained in ~~name~~this ~~from~~Quarterly ~~Digipath,~~Report ~~Inc~~on Form 10-Q. toThe ~~Hypha~~following ~~Labs,~~should also be read in conjunction with the unaudited financial statements and notes ~~Inc~~thereto that appear elsewhere in this Quarterly Report on Form 10-Q.

Hypha Products Inc., a wholly owned subsidiary of the Company, was formed on April 18, 2024 to engage in the research, development and commercialization of a bioreactor, the Hypha Micropearl bioreactor, a home appliance designed to accelerate the production of nutritionally beneficial mushrooms for human consumption. The Company’s easy-to-use device, together with its replacement cartridges, safely and effectively produces enriched mycelium of functional mushrooms, or Micropearls, in just eight days. These Micropearls contain active mushroom ingredients that offer a way to harness the medicinal properties of fungi in a concentrated, easy-to-handle, tasteless and odorless form. These Micropearls can be incorporated into various food and beverages without altering the flavor.Overview

~~Our~~ Hypha ~~Micropearl~~Labs, ~~bioreactor~~Inc. ~~will~~was beincorporated in ~~sold~~Nevada ~~with~~on ~~replaceable~~October ~~cartridges~~5, ~~which~~2010. ~~are~~Until ~~delivered~~February ~~pre-sterilized~~20, to2024, ~~the~~Hypha ~~home~~Labs, Inc. and ~~ready~~its tosubsidiaries be(“Hypha ~~inserted into~~Labs,” the ~~device.~~“Company,” “we,” ~~These~~“our” ~~cartridges~~or ~~are~~“us”) ~~filled~~was ~~with~~a ~~powerful~~service-oriented ~~nutrient~~independent ~~formulations~~testing ~~which~~laboratory, ~~allow~~data ~~for~~analytics ~~the~~and ~~production of the Micropearls. The~~media QRfirm ~~codes~~focused on the ~~cartridges~~developing ~~are~~cannabis ~~scanned~~and tohemp ~~the~~markets, ~~Hypha Labs app~~ and ~~inserted~~supported ~~into~~ the ~~device~~cannabis ~~and~~industry’s ~~the~~best ~~Micropearls~~practices ~~are~~for ~~produced~~reliable ~~and fully~~testing. ~~formed~~Our inmission ~~eight~~was ~~days.~~to ~~After~~provide ~~harvesting~~pharmaceutical-grade ~~the~~analysis ~~Micropearls~~and ~~with~~testing ~~a strainer, they are ready~~ to bethe ~~incorporated~~cannabis ~~into~~industry, aunder ~~variety~~ISO-17025:2017 ofguidelines, ~~foods.~~to ~~The~~ensure ~~cartridges~~consumers ~~help~~and topatients ~~minimize~~knew ~~the~~exactly ~~risk~~what ofwas ~~mold~~in orthe ~~yeast~~cannabis ~~contamination~~they ingest and to help ~~improve~~maximize the ~~success~~quality of ~~the~~our atclients’ ~~home mushroom growth. We believe~~products ~~that~~through ~~our~~research, ~~innovative~~development, ~~bioreactor~~and ~~technology~~standardization. ~~will~~Hypha ~~disrupt~~Labs ~~traditional~~had ~~methods~~been ofoperating ~~mushroom~~a ~~production~~cannabis-testing ~~and bring~~ lab~~-quality~~ ~~nutrient~~in ~~ingredients into~~Nevada ~~the~~since ~~home with convenience and efficiency~~2015.

21On February 20, 2024, we completed the sale of the net assets of our wholly owned subsidiary Digipath Labs, Inc. (“Digipath Labs”). As of that date, we were no longer in the business as a service oriented independent testing laboratory, data analytics and media firm focused on the developing cannabis and hemp markets, which supported the cannabis industry’s best practices for reliable testing, cannabis education and training. Following closing of the asset sale, the Company changed its name from Digipath, Inc. to Hypha Labs, Inc.

~~We intend~~Hypha toProducts ~~continue the design~~Inc., ~~development~~a ~~and~~wholly owned ~~testing~~subsidiary of the ~~Hypha~~Company, ~~Micropearl~~was ~~bioreactor~~formed ~~over~~on ~~the~~April ~~next~~18, ~~nine~~2024 ~~months.~~to ~~Initially,~~engage wein ~~will produce~~the aresearch, ~~limited~~development ~~number~~and commercialization of ~~bioreactors~~an ataccelerator, the ~~our~~Hypha ~~headquarters~~Micropearl ~~for testing purposes~~accelerator, ~~both~~a ~~with~~home ~~mycologists~~appliance ~~and~~designed ~~experts~~to inaccelerate the ~~functional mushroom~~production ~~industry.~~of ~~Upon~~nutritionally ~~completion~~beneficial ofmushrooms ~~the~~for ~~design~~human consumption. ~~and~~The ~~successful~~Company’s ~~testing~~easy-to-use ofdevice, ~~the~~together ~~Hypha~~with ~~Micropearl~~its ~~bioreactor~~replacement cartridges, wesafely ~~will~~and ~~seek~~effectively toproduces ~~enter into~~enriched amycelium ~~manufacturing~~of ~~arrangement~~functional ~~outside~~mushrooms, ~~the~~or ~~United~~Micropearls, ~~States~~in tojust ~~manufacture~~eight ~~the~~days. ~~Hypha~~These ~~Micropearl~~Micropearls ~~bioreactor~~contain ~~for~~active ~~commercial~~mushroom ~~sale.~~ingredients ~~Our~~that ~~goal is~~offer toa beway ~~in the position~~ to ~~market~~harness the ~~Hypha~~medicinal ~~Micropearl~~properties ~~bioreactor~~of byfungi ~~the~~in ~~end~~a ofconcentrated, ~~calendar year 2025~~easy-to-handle, ~~although~~tasteless ~~there~~and ~~can~~odorless beform. noThese ~~assurance~~Micropearls can webe ~~will~~incorporated ~~achieve~~into ~~our~~various ~~goal~~food inand ~~this~~beverages ~~time~~without ~~period,~~altering orthe ~~at all~~flavor.

~~Results~~Our Hypha Micropearl accelerator ofwill ~~Operations~~be sold with replaceable cartridges which are delivered pre-sterilized to the home and ready to be inserted into the device. These cartridges are filled with powerful nutrient formulations which allow for the ~~Three~~production ~~Months~~of ~~Ended~~the ~~December~~Micropearls. 31The QR codes on the cartridges are scanned to the Hypha Labs app and inserted into the device and the Micropearls are produced and fully formed in eight days. After harvesting the Micropearls with a strainer, ~~2024~~they are ready to be incorporated into a variety of foods. The cartridges help to minimize the risk of mold or yeast contamination and ~~2023:~~help improve the success of the at home mushroom growth. We believe that our innovative accelerator technology will disrupt traditional methods of mushroom production and bring lab-quality nutrient ingredients into the home with convenience and efficiency.

~~The following table summarizes selected items from the statement of operations for the three months ended December 31, 2024 and 2023.~~20

	Three Months Ended December 31,						Increase /
	2024			2023			(Decrease)
Operating expenses:
General and administrative		1,025,111			14,743			1,010,368
Professional fees		280,153			55,821			224,332
Total operating expenses:		1,305,264			70,564			1,234,700
Operating loss		(1,305,264	)		(70,564	)		(1,234,700	)
Total other income (expense)		(34,377	)		(70,417	)		36,040
Net loss from continuing operations		(1,339,641	)		(140,981	)		(1,198,660	)
Net income from discontinued operations		-			292,627			(292,627	)
Net income (loss)	$	(1,339,641	)	$	151,646		$	(1,491,287	)

We intend to continue the design, development and testing of the Hypha Micropearl accelerator over the next six months. Initially, we will produce a limited number of accelerators at our headquarters for testing purposes, both with mycologists and experts in the functional mushroom industry. Upon completion of the design and successful testing of the Hypha Micropearl accelerator, we will seek to enter into a manufacturing arrangement outside the United States to manufacture the Hypha Micropearl accelerator for commercial sale. Our goal is to be in the position to market the Hypha Micropearl accelerator by the end of calendar year 2025, although there can be no assurance we will achieve our goal in this time period, or at all.

~~General~~Results of Operations for the Three Months ~~and~~Ended ~~Administrative~~March ~~Expenses~~31, 2025 and 2024:

~~General and~~The ~~administrative~~following ~~expenses~~table ~~for~~summarizes selected ~~the~~items ~~three~~from ~~months~~the ~~ended~~statement ~~December~~of ~~31,~~operations ~~2024~~for ~~were $1,025,111, compared to $14,743 during~~ the three months ended ~~December~~March 31, ~~2023,~~2025 ~~an increase of $1,010,368, or 6,853%. General~~ and administrative expenses increased primarily due to increased corporate overhead activities and the issuance of the Series C Preferred shares to the sole officer with a value in excess of the purchase price of $968,3562024.

Professional Fees

	Three Months Ended March 31,						Increase /
	2025			2024			(Decrease)
Operating expenses:
General and administrative		65,467			182,504			(117,037	)
Professional fees		603,695			391,543			212,152
Total operating expenses:		669,162			574,047			95,115

Operating loss		(669,162	)		(574,047	)		(95,115	)

Total other income		27,340			566,053			(538,713	)

Net loss from continuing operations		(641,822	)		(56,708	)		(633,828	)
Net income from discontinued operations		-			292,529			(292,529	)
Net income (loss)	$	(641,822	)	$	235,821		$	(877,643	)

~~Professional fees~~General for the three months ended December 31, 2024 were $280,153, compared to $55,821 during the three months ended December 31, 2023, an increase of $224,332, or 402%. Professional fees included non-cash, stock-based compensation of $67,000 and $0Administrative during the three months ended December 31, 2024 and 2023, respectively. Professional fees increased primarily due to corporate consulting services and legal fees during the current period as we increased our focus on developing our new business.Expenses

~~Other~~General and administrative ~~Income~~expenses ~~(Expense)~~for the three months ended March 31, 2025 were $65,467, compared to $182,504 during the three months ended March 31, 2024, a decrease of $117,037, or 64%. General and administrative expenses decreased primarily due to decreased corporate overhead activities.

~~Other expense,~~Professional on a net basis, for the three months ended December 31, 2024 was $34,377, compared to other expense, on a net basis, of $70,417 during the three months ended December 31, 2023, a net decrease of $36,040. Other expense consisted of interest expense of $22,374 and loss on the settlement of the escrow deposit of $20,003, offset by interest income of $8,000 for the three months ended December 31, 2024.Fees

22Professional fees for the three months ended March 31, 2025 were $603,695, compared to $391,543 during the three months ended March 31, 2024, an increase of $212,152, or 17%. Professional fees included non-cash, stock-based compensation of $389,063 and $0 during the three months ended March 31, 2025 and 2024, respectively. Professional fees increased primarily due to corporate consulting services and legal fees during the current period as we increased our focus on developing our new business.

~~Liquidity and~~Other ~~Capital Resources~~Income

~~The~~Other income, on a net basis, ~~following~~for isthe three months ended March 31, 2025 was $27,340, compared to other income, on a ~~summary~~net basis, of $566,053 during the ~~Company’s~~three ~~cash~~months ~~flows~~ended March ~~provided~~31, by2024, ~~(used~~a ~~in)~~net ~~operating~~decrease of $538,713. ~~investing~~Other expense consisted of interest expense of $22,660 ~~and~~offset ~~financing~~by ~~activities~~recovery of previously written off receivables of $50,000 for the three months ended ~~December~~March 31, 2024 ~~and 2023:~~.

	2024			2023
Operating Activities	$	(7,952	)	$	64,697
Investing Activities		(1,731	)		(11,667	)
Financing Activities		(44,900	)		(15,784	)
Net increase in Cash	$	(54,583	)	$	37,246

~~Net Cash~~Results ~~Provided~~of byOperations ~~(Used~~for ~~in)~~the ~~Operating~~Six ~~Activities~~Months Ended March 31, 2025 and 2024:

~~During the~~The ~~three~~following ~~months~~table ~~ended December 31, 2024, net cash used in operating activities was $7,952, compared to net cash provided by operating~~summarizes ~~activities~~selected ofitems ~~$64,697~~from ~~for~~ the ~~same~~statement ~~period ended December 31, 2023, including cash provided by operating activities from discontinued operations~~ of ~~$0 for the three months ended December 31, 2024 compared to cash provided by operating activities from discontinued~~ operations of ~~$176,503~~ for the ~~three~~six months ended ~~December~~March 31, ~~2023.~~2025 ~~The~~and ~~decrease in cash provided by operating activities was primarily attributable to our increase in net loss related to the development of our new business~~2024.

Net Cash Used in Investing Activities

	Six Months Ended March 31,						Increase /
	2025			2024			(Decrease)
Operating expenses:
General and administrative		1,090,578			197,247			893,331
Professional fees		883,848			447,364			436,484
Total operating expenses:		1,974,426			644,611			1,329,815

Operating loss		(1,974,426	)		(644,611	)		(1,329,815	)

Total other income (expense)		(7,037	)		495,636			(502,673	)

Net loss from continuing operations		(1,981,463	)		(197,689	)		(1,783,774	)
Net income from discontinued operations		-			585,156			(585,156	)
Net income (loss)	$	(1,981,463	)	$	387,467		$	(2,368,930	)

~~During the~~General ~~three~~and ~~months~~Administrative ended December 31, 2024, net cash used in investing activities was $1,731, compared to $11,667 used in investing activities for the same period ended December 31, 2023, including cash used in investing activities from discontinued operations of $0 for the three months ended December 31, 2024 compared to cash used in investing activities from discontinued operations of $11,667 for the three months ended December 31, 2023. The cash used in investing activities for both periods related to the purchase of fixed assetsExpenses

~~Net~~General and administrative ~~Cash~~expenses ~~Used~~for the six months ended March 31, 2025 were $1,090,578, compared to $197,247 during the six months ended March 31, 2024, an increase of $893,331, or 489%. General and administrative expenses increased primarily due to increased corporate overhead activities and the issuance of the Series C Preferred shares to our sole officer with a value in ~~Financing~~excess ~~Activities~~of the purchase price of $968,356.

~~During the~~Professional three months ended December 31, 2024, net cash used in financing activities was $44,900, compared to net cash used in financing activities of $15,784 for the same period ended December 31, 2023, including cash used in financing activities from discontinued operations of $0 for the three months ended December 31, 2024 compared to cash used in financing activities from discontinued operations of $15,784 for the three months ended December 31, 2023.Fees

~~Ability~~Professional fees for the six months ended March 31, 2025 were $883,848, compared to ~~Continue~~$447,364 during the six months ended March 31, 2024, an increase of $436,484, or 111%. Professional fees included non-cash, stock-based compensation of $456,063 and $222,257 during the six months ended March 31, 2025 and 2024, respectively. Professional fees increased primarily due to corporate consulting services and legal fees during the current period as awe ~~Going~~increased ~~Concern~~our focus on developing our new business.

~~As of~~Operating December 31, 2024, our balance of cash on hand was $36,584, and we had negative working capital of $1,294,879 and an accumulated deficit of $21,887,067 resulting from recurring losses. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Until the agreement to sell the assets of the Company’s lab testing business, management was actively pursuing new customers to increase revenues. In addition, the Company was seeking additional sources of capital to fund short term operations. The Company will seek to raise funds to complete the development and testing of its bioreactor over the next 6 to 12 months and to fund the initial launch of commercial sales of its bioreactor device. The Company intends to raise such funds through either the sale of equity or debt securities, including through a potential Regulation A offering, following such 12- month period to successfully execute its business plan. The Company is also currently evaluating future investments into potential acquisition targets. There can be no assurance that we will be successful in achieving these objectives, becoming profitable or continuing our business without either a temporary interruption or a permanent cessation. In addition, additional financing may result in substantial dilution to existing stockholders.Loss

~~The accompanying~~Our ~~consolidated~~operating ~~financial~~loss ~~statements~~for ~~have been prepared assuming that~~ the six ~~Company~~months ~~will~~ended ~~continue~~March as31, a2025 ~~going~~was ~~concern~~$1,974,426, ~~which~~compared ~~contemplates continuity~~to ofan ~~operations,~~operating ~~realization~~loss of ~~assets~~$644,611 ~~and~~during ~~liquidation of liabilities in~~ the ~~normal~~six ~~course~~months ofended ~~business.~~March ~~The~~31, ~~unaudited consolidated~~2024, ~~financial~~an ~~statements~~increase ~~do not include any adjustments related to the recoverability and classification~~ of ~~recorded~~$1,329,815, ~~asset amounts~~ or ~~the amounts~~147%. ~~and~~Our ~~classification~~operating ofloss ~~liabilities~~increased ~~that~~primarily ~~might~~due ~~be necessary should the Company be unable~~ to ~~continue~~our asincreased ageneral ~~going~~and ~~concern~~administrative expenses.

23Other Income (Expense)

~~Off-Balance~~Other expense, on a net basis, ~~Sheet~~for ~~Arrangements~~the six months ended March 31, 2025 was $7,037, compared to other income, on a net basis, of $495,636 during the six months ended March 31, 2024. Other expense consisted of interest expense of $45,034 and loss on the settlement of the escrow deposit of $20,003, offset by interest income of $8,000 and the recovery of previously written off receivables of $50,000 for the six months ended March 31, 2025. Other income consisted of interest expense of $158,271, loss on extinguishment of debt of $956,494, the receipt from an insurance claim, and the gain on the sale of the net assets of Digipath Labs of $1,596,505 for the six months ended March 31, 2024.

~~We have no outstanding off-balance sheet guarantees, interest rate swap transactions or foreign currency contracts. We do not engage in trading activities involving non-exchange traded contracts.~~22

~~Critical Accounting~~Liquidity ~~Policies~~ and ~~Estimates~~Capital Resources

The ~~preparation~~ offollowing ~~financial~~is ~~statements~~a insummary of ~~conformity with accounting principles generally accepted in~~ the ~~United~~Company’s ~~States~~cash ~~requires~~flows ~~our~~provided ~~management to~~by ~~make~~(used ~~assumptions,~~in) ~~estimates and judgments that affect the amounts reported~~operating, ~~including the notes thereto~~investing, and ~~related~~financing ~~disclosures~~activities ~~of commitments and contingencies, if any. We have identified certain accounting policies that are significant to the preparation of our financial statements. These accounting policies are important~~ for ~~an understanding of our financial condition and results of operations. Critical accounting policies are those that are most important to~~ the ~~presentation~~six ofmonths ~~our~~ended ~~financial condition and results of operations~~March ~~and require management’s subjective or complex judgment~~31, ~~often~~2025 ~~as a result of the need to make estimates about the effect of matters that are inherently uncertain~~ and may change in subsequent periods. Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management’s current judgments. 2024:

While our significant accounting policies are more fully described in notes to our consolidated financial statements appearing elsewhere in this Quarterly Report on Form 10-Q, we believe that the following accounting policies are the most critical to aid you in fully understanding and evaluating our reported financial results and affect the more significant judgments and estimates that we used in the preparation of our financial statements.

	2025			2024
Operating Activities	$	(41,611	)	$	(61,123	)
Investing Activities		(1,730	)		2,115,267
Financing Activities		(26,732	)		(1,261,749	)
Net increase in Cash	$	(70,073	)	$	792,395

~~Revenue Recognition~~Net Cash Used In Operating Activities

~~The~~During the six months ended ~~Company~~March ~~recognizes~~31, ~~revenue~~2025, net cash used in ~~accordance~~operating ~~with~~activities ~~ASC~~was ~~606~~$41,611, —compared ~~Revenue~~to ~~from~~net ~~Contracts~~cash ~~with~~used ~~Customers.~~in ~~Under~~operating ~~ASC~~activities ~~606~~of $61,123 for the same ~~Company~~period ~~recognized revenue~~ended March 31, 2024, including cash used in operating activities from discontinued operations of $0 for the ~~sale~~six months ended March 31, 2025 compared to cash provided by operating activities from discontinued operations of ~~lab~~$373,913 ~~testing~~for ~~services~~the ~~through~~six months ended March 31, 2025. The decrease in cash used in operating activities was primarily attributable to our ~~subsidiary~~increase ~~Digipath~~in ~~Labs~~net loss related to the development of our new business.

~~Our historical~~Net ~~revenue~~Cash ~~was~~Provided ~~primarily~~by ~~generated~~(Used ~~through~~in) ~~our~~Investing subsidiary, Digipath Labs, which recognized revenue from the analytical testing of cannabis products for licensed producers and cultivators within the state of Nevada on a determinable fixed fee per test, or panel of tests, basis. Revenue from the performance of those services was recognized upon completion of the tests, at which time test results were delivered to the customer, provided collectability of the fee is reasonably assured. We typically required payment within thirty days of the delivery of results.Activities

~~For~~ During the ~~three~~six months ended March ~~December~~ 31, ~~2023~~2025, ~~all~~net ~~revenues~~cash ~~are~~used ~~classified~~in asinvesting ~~part~~activities ofwas ~~Net~~$1,730 ~~income~~compared to $2,115,267 provided by investing activities for the same period ended March 31, 2024, including cash used in investing activities from discontinued operations inof $0 for the six months ended March ~~accompanying~~31, ~~consolidated~~2025 ~~statement~~compared ofto cash used in investing activities from discontinued operations of $11,667 for the six months ended March 31, 2024.

~~Stock-Based Compensation~~Net Cash Used in Financing Activities

~~The Company~~During ~~accounts for equity instruments issued to employees in accordance with~~ the ~~provisions~~six ofmonths ~~ASC 718 Stock Compensation (ASC 718)~~ended ~~and~~March ~~Equity-Based~~31, ~~Payments~~2025, tonet ~~Non-employees~~cash ~~pursuant~~used toin ~~ASC~~financing ~~2018-07~~activities ~~(ASC~~was ~~2018-07).~~$26,732, ~~All~~compared ~~transactions~~to innet ~~which~~cash ~~the~~used ~~consideration provided~~ in ~~exchange~~financing ~~for~~activities ~~the purchase~~ of ~~goods~~$1,261,749 ~~or services consists of the issuance of equity instruments are accounted~~ for ~~based on the fair~~ ~~value of~~ the ~~consideration~~same ~~received~~period orended ~~the~~March ~~fair~~31, ~~value of the equity instrument issued~~2024, ~~whichever~~including iscash ~~more~~used ~~reliably~~in ~~measurable.~~financing ~~The~~activities ~~measurement date~~from ofdiscontinued ~~the~~operations ~~fair value~~ of ~~the~~$0 ~~equity~~for ~~instrument issued is~~ the ~~earlier~~six ofmonths ended ~~the~~March ~~date~~31, on2025 ~~which~~compared ~~the~~to ~~counterparty’s~~cash ~~performance~~used isin ~~complete or~~financing ~~the~~activities ~~date~~from atdiscontinued ~~which~~operations aof ~~commitment~~$15,784 for ~~performance by~~ the ~~counterparty~~six tomonths ~~earn~~ended ~~the equity instruments is reached because of sufficiently~~March ~~large~~31, ~~disincentives for nonperformance~~2024.

~~ITEM 3.~~Ability ~~QUANTITATIVE~~to ~~AND~~Continue ~~QUALITATIVE~~as ~~DISCLOSURES~~a ~~ABOUT~~Going ~~MARKET RISK.~~Concern

As of March 31, 2025, our abalance ~~“smaller~~of ~~reporting~~cash ~~company”~~on hand was $21,093, and we had negative working capital of $1,546,801 and an accumulated deficit of $22,528,889 resulting from recurring losses. These factors raise substantial doubt about the Company’s ability to continue as ~~defined~~a bygoing ~~Item~~concern. 10Until the agreement to sell the assets of ~~Regulation~~the ~~S-K~~Company’s lab testing business, management was actively pursuing new customers to increase revenues. In addition, the Company iswas ~~not~~seeking ~~required~~additional sources of capital to ~~provide~~fund short term operations. The Company will seek to raise funds to complete the ~~information~~development and testing of its accelerator over the next 6 to 12 months and to fund the initial launch of commercial sales ~~required~~of byits ~~this~~accelerator ~~Item~~device. The Company intends to raise such funds through either the sale of equity or debt securities, including through a potential Regulation A offering, following such 6 to 12-month period to successfully execute its business plan. The Company is also currently evaluating future investments into potential acquisition targets. There can be no assurance that we will be successful in achieving these objectives, becoming profitable or continuing our business without either a temporary interruption or a permanent cessation. In addition, additional financing may result in substantial dilution to existing stockholders.

24The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. The unaudited consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

~~ITEM 4.~~Off-Balance ~~CONTROLS~~Sheet ~~AND PROCEDURES.~~Arrangements

~~Disclosure~~We have no outstanding off-balance ~~Controls~~sheet ~~and~~guarantees, ~~Procedures~~interest rate swap transactions or foreign currency contracts. We do not engage in trading activities involving non-exchange traded contracts.

Our management, with the participation of our Chief Executive and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2024. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of December 31, 2024, our Chief Executive and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were not effective at the reasonable assurance level. 23

~~Changes in~~Critical ~~Internal~~Accounting ~~Control~~Policies ~~over~~and ~~Financial Reporting~~Estimates

~~There~~The preparation of financial ~~have~~statements ~~been~~in noconformity ~~significant~~with ~~changes~~accounting principles generally accepted in the United States requires our ~~internal~~management ~~control~~to ~~over~~make ~~financial~~assumptions, estimates ~~reporting~~and ~~(as~~judgments ~~defined~~that inaffect ~~Rules~~the ~~13a-15(f)~~amounts reported, including the notes thereto, and ~~15d-15(f)~~related ~~under~~disclosures of commitments and contingencies, ~~the~~if ~~Exchange~~any. ~~Act)~~We orhave inidentified ~~other~~certain ~~factors~~accounting policies that ~~occurred~~are ~~during~~significant to the ~~period~~preparation of our ~~evaluation~~financial orstatements. ~~subsequent~~These toaccounting policies ~~the~~are ~~date~~important wefor ~~carried~~an ~~out~~understanding of our ~~evaluation~~ ~~which~~financial ~~have~~condition ~~materially~~and ~~affected,~~results orof operations. Critical accounting policies are ~~reasonably~~those that ~~likely~~are tomost ~~materially~~important ~~affect,~~to ~~our~~the ~~internal~~presentation ~~control~~of ~~over~~our financial ~~reporting. The~~condition ~~design~~and results of ~~any~~operations ~~system~~and ofrequire ~~controls~~management’s ~~and~~subjective or ~~procedures~~complex isjudgment, ~~based~~often inas ~~part~~a ~~upon~~result ~~certain~~of ~~assumptions~~the need to make estimates about the ~~likelihood~~effect of ~~future~~matters ~~events.~~that are inherently uncertain and may ~~There~~change ~~can~~in besubsequent noperiods. ~~assurance~~Certain ~~that~~accounting ~~any~~estimates ~~system~~are particularly sensitive because of ~~controls~~their significance to financial statements and ~~procedures~~because ~~will~~of ~~succeed~~the inpossibility ~~achieving~~that ~~its~~future ~~stated~~events ~~goals~~affecting ~~under~~the ~~all~~estimate ~~potential~~may ~~future conditions,~~differ ~~regardless~~significantly offrom ~~how~~management’s ~~remote~~current judgments.

~~PART~~While our significant accounting IIpolicies are more fully described in notes to our consolidated financial statements appearing elsewhere in this Quarterly Report on Form 10-Q, ~~OTHER~~we ~~INFORMATION~~believe that the following accounting policies are the most critical to aid you in fully understanding and evaluating our reported financial results and affect the more significant judgments and estimates that we used in the preparation of our financial statements.

~~ITEM 1.~~Revenue ~~LEGAL PROCEEDINGS.~~Recognition

~~We are~~The ~~not~~Company arecognizes ~~party~~revenue in toaccordance ~~any~~with ~~legal~~ASC or606 ~~administrative~~— ~~proceedings~~Revenue ~~that~~from weContracts ~~believe,~~with ~~individually~~Customers. orUnder inASC ~~the aggregate~~606, ~~would~~the beCompany ~~likely~~recognized torevenue ~~have~~from the asale ~~material~~of ~~adverse~~lab ~~effect~~testing onservices through our ~~financial~~subsidiary ~~condition~~Digipath ~~or results of operations~~Labs.

~~ITEM~~Our historical revenue was 1Aprimarily generated through our subsidiary, Digipath Labs, which recognized revenue from the analytical testing of cannabis products for licensed producers and cultivators within the state of Nevada on a determinable fixed fee per test, or panel of tests, basis. ~~RISK~~Revenue from ~~FACTORS~~the performance of those services was recognized upon completion of the tests, at which time test results were delivered to the customer, provided collectability of the fee is reasonably assured. We typically required payment within thirty days of the delivery of results.

~~As a “smaller reporting company” as defined by Item 10 of Regulation S~~Stock-K,Based ~~the Company is not required to provide the information required by this Item.~~Compensation

~~ITEM~~The Company accounts for equity 2instruments issued to employees in accordance with the provisions of ASC 718 Stock Compensation (ASC 718) and Equity-Based Payments to Non-employees pursuant to ASC 2018-07 (ASC 2018-07). ~~UNREGISTERED~~All ~~SALES~~transactions OFin ~~EQUITY~~which ~~SECURITIES~~the ~~AND~~consideration ~~USE~~provided OFin ~~PROCEEDS~~exchange for the purchase of goods or services consists of the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date of the fair value of the equity instrument issued is the earlier of the date on which the counterparty’s performance is complete or the date at which a commitment for performance by the counterparty to earn the equity instruments is reached because of sufficiently large disincentives for nonperformance.

~~During the~~ITEM ~~three months ended December 31, 2024, the Company issued~~ 3~~,500,000 shares of common stock~~. ~~The~~QUANTITATIVE ~~shares~~AND ~~were~~QUALITATIVE ~~valued~~DISCLOSURES atABOUT ~~the~~MARKET ~~closing price on the date of issuance for aggregate value of $67,500~~RISK. ~~Such issuances were exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.~~

~~ITEM~~As a “smaller reporting 3.company” ~~DEFAULTS~~as ~~UPON~~defined ~~SENIOR~~by ~~SECURITIES~~Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item.

~~None~~ITEM 4. CONTROLS AND PROCEDURES.

~~ITEM 4.~~Disclosure ~~MINE~~Controls ~~SAFETY~~and ~~DISCLOSURES.~~Procedures

~~Not~~Our management, with the participation ~~applicable~~of our Chief Executive and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2025. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of March 31, 2025, our Chief Executive and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were not effective at the reasonable assurance level.

~~ITEM 5.~~Changes ~~OTHER~~in ~~INFORMATION.~~Internal Control over Financial Reporting

~~During~~There have been no significant ~~the~~changes ~~three~~in ~~months~~our ~~ended~~internal ~~December~~control ~~31,~~over ~~2024,~~financial noreporting ~~director~~(as ordefined ~~officer~~in ofRules 13a-15(f) and 15d-15(f) under the ~~Company adopted~~ Exchange Act) or ~~terminated a~~ ~~“Rule~~in other ~~10b5-1~~factors ~~trading~~that ~~arrangement”~~occurred during the period of our evaluation or ~~“non-Rule~~subsequent ~~10b5-1~~to ~~trading~~the ~~arrangement~~date we carried out our evaluation which have materially affected,” asor ~~each~~are ~~term~~reasonably likely to materially affect, our internal control over financial reporting. The design of any system of controls and procedures is ~~defined~~based in ~~Item~~part ~~408(a)~~upon certain assumptions about the likelihood of ~~Regulation~~future events. There can be no assurance that any system ~~S-K~~of controls and procedures will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

2524

~~ITEM 6.~~PART ~~EXHIBITS.~~II - OTHER INFORMATION

Exhibit		Description
3.1		Certificate of Amendment to Articles of Incorporation, dated January 15, 2025 (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission by the Company on January 16, 2025)
10.1		Securities Purchase Agreement between the Company and A. Stone Douglass, dated December 10, 2024 (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission by the Company on December 16, 2024)
10.2		Amended and Restated Consulting, Confidentiality and Proprietary Rights Agreement, effective January 1, 2025, by and between Hypha Labs, Inc. and Duck’s Nest Investments, Inc. (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission by the Company on January 24, 2025)
14.1		Code of Conduct and Business Ethics (incorporated by reference to Exhibit 14.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission by the Company on January 24, 2025)
31.1*		Section 302 Certification of Principal Executive and Principal Financial Officer
32.1**		Section 1350 Certification of Principal Executive and Principal Financial Officer
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Schema Document
101.CAL*		Inline XBRL Calculation Linkbase Document
101.DEF*		Inline XBRL Definition Linkbase Document
101.LAB*		Inline XBRL Labels Linkbase Document
101.PRE*		Inline XBRL Presentation Linkbase Document
104		Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)

ITEM 1. LEGAL PROCEEDINGS.

*We are not a party to any ~~Filed~~legal ~~herewith~~or administrative proceedings that we believe, individually or in the aggregate, would be likely to have a material adverse effect on our financial condition or results of operations.

**Furnished herewithITEM 1A. RISK FACTORS.

26As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item.

~~SIGNATURES~~ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

~~Pursuant to~~On ~~the~~January ~~requirements~~21, of2025, the ~~Securities~~Company issued ~~Exchange~~500,000 ~~Act~~shares of ~~1934,~~common ~~the~~stock ~~registrant~~to ~~has~~an ~~duly~~outside ~~caused~~consultant. ~~this~~The ~~report~~shares towere bevalued ~~signed~~at onthe ~~its~~closing ~~behalf~~price by on the ~~undersigned~~date ~~thereunto~~of ~~duly~~issuance ~~authorized~~for a value of $12,400.

	Hypha Labs, INC.
	(Registrant)
	By:	/s/ A. Stone Douglass
		A. Stone Douglass
		Chairman, President, Chief Executive Officer, Chief Financial Officer and Secretary (Principal Executive Officer and Principal Financial/Accounting Officer)
	Dated:	February 14, 2025

On February 17, 2025, the Company issued 9,500,000 shares of common stock to outside consultants. The shares were valued at the closing price on the date of issuance for an aggregate value of $374,300.

27On February 20, 2025, the Company issued 75,000 shares of common stock. The shares were valued at the closing price on the date of issuance for a value of $2,363.

Such issuances were exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

During the three months ended March 31, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

ITEM 6. EXHIBITS.

Exhibit		Description
3.1		Certificate of Amendment to Articles of Incorporation, dated January 15, 2025 (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission by the Company on January 16, 2025)
3.2		Certificate of Designation of the Series D Preferred Stock of the Company, filed with the Secretary of State of the State of Nevada on April 2, 2025 (incorporated by reference to Exhibit 2.11 of the Regulation A Offering Statement on Form 1-A/A filed with the Securities and Exchange Commission by the Company on April 21, 2025)
10.1		Amended and Restated Consulting, Confidentiality and Proprietary Rights Agreement, effective January 1, 2025, by and between Hypha Labs, Inc. and Duck’s Nest Investments, Inc. (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission by the Company on January 24, 2025)
31.1*		Section 302 Certification of Principal Executive and Principal Financial Officer
32.1**		Section 1350 Certification of Principal Executive and Principal Financial Officer
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Schema Document
101.CAL*		Inline XBRL Calculation Linkbase Document
101.DEF*		Inline XBRL Definition Linkbase Document
101.LAB*		Inline XBRL Labels Linkbase Document
101.PRE*		Inline XBRL Presentation Linkbase Document
104		Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)

*	Filed herewith.

**	Furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Hypha Labs, INC.
	(Registrant)

	By:	/s/ A. Stone Douglass
		A. Stone Douglass
		Chairman, President, Chief Executive Officer, Chief Financial Officer and Secretary (Principal Executive Officer and Principal Financial/Accounting Officer)

	Dated:	June 13, 2025

Filing Compare · Hypha Labs, Inc.