Financial Analysis

10. Business Combination On July 3, 2019, the Company entered into an Asset Purchase Agreement (the APA) with the Kirkman Group Inc. and David Humphrey (collectively, Kirkman) to acquire certain tangible and intangible assets for a purchase price of $5,000,000. The present value of the total consideration for acquisition of Kirkman was $4,329,317, which consisted of the following: Kirkman purchase consideration Fair Value Cash at closing - $1,250,000 $ 1,250,000 Deferred cash payment - $750,000 raise or 1 st anniversary of closing 722,388 Deferred cash payment - $1,500,000 on 1 st anniversary of closing 1,270,649 Deferred cash payment - $1,500,000 on 2 nd anniversary of closing 1,086,280 Total purchase consideration - $5,000,000 $ 4,329,317 The following table summarizes the finalized fair value of assets acquired, and liabilities assumed as of the date of the acquisition in 2019: Kirkman purchase consideration Fair Value Net assets $ 1,513,878 Kirkman brand 1,226,000 cGMP certification 310,000 Customer relationships 461,300 Net assets acquired 3,511,178 Goodwill 818,139 Total purchase consideration $ 4,329,317 The excess of purchase consideration over the fair value of net assets acquired was recorded as goodwill. Payable for Acquisition As of September 30, 2025 and December 31, 2024, the Company owed $2,227,366 and $2,342,366, respectively, in connection with the APA, which is due in its entirety on August 30, 2025, subject to the Forbearance Agreement and Confession of Jud …

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24. Commitments and Contingencies The Company has an exclusive license agreement with Trailer Park Boys Incorporated (TPB) to market and sell hemp derived products. This license was effective as of July 21, 2021, will expire on December 31, 2025, and has been subject to several amendments (the TPB License). Under the TPB License, the Company is obligated to pay TPB a total of minimum cash payments over the life of the TPB License of $725,000, and is obligated to issue to the TPB 14,440 shares of common stock of the Company. During the nine months ended September 30, 2025, the Company made minimum payments in the amount of $50,000, with total life-to-date payments amounting to $575,000. As of September 30, 2025, the Company has accrued $75,000 for minimum cash payments. The royalty rates under this agreement are between 15% - 30% of the net sales of the Company derived from sales related to the TPB License. The TPB License may be terminated with reasonable cause upon six months written notice or for certain triggering events without recourse or an opportunity to cure. As of September 30, 2025, the Company was engaged in a contractual dispute with TPB concerning the TPB License. The Company asserts that TPB has not fulfilled certain material obligations under the TPB License and, as a result, disputes the remaining $150,000 minimum cash payments. The Company has not accrued for any legal fees for the disputed amount mentioned above as management believes a loss is not probable …

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17. Convertible Debenture On October 7, 2022, the Company entered into a Convertible Debenture Purchase Agreement pursuant to which the Company issued an unsecured convertible debenture (the Convertible Debenture). The Company issued the Convertible Debenture in the aggregate principal amount of $100,000, of which the proceeds were used to pay the expenses of the reorganization and for other general corporate purposes. Interest accrued on the principal balance of the Convertible Debenture at 10.0% per annum totaling $2,338. The Convertible Debenture ranks on a parity with the Companys other existing debt and matured on December 31, 2022. The outstanding principal and accrued interest on Convertible Debenture was to convert into shares of the Companys common stock on maturity date at a price per share equal to $0.92 per share, however the maturity was delayed at the request of the debenture holder. On January 17, 2025, the holder of its Convertible Debenture converted an aggregate principal amount of $100,000 and accrued interest of $22,331 into 133,441 shares of common stock at a price equal to approximately $0.92 per share. As of September 30, 2025, the Company has no outstanding Convertible Debentures. …

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11. Intangible Assets and Goodwill The Companys intangible assets consist of those acquired from Kirkman in July 2019 (see Note 10, Business Combination ). The Kirkman brand and the cGMP certification were assigned an indefinite useful life, whereas the customer relationships were assigned a life span of 10 years. September 30, 2025 December 31, 2024 Kirkman brand, net $ 925,700 $ 925,700 cGMP certification 310,000 310,000 Customer relationships 461,300 461,300 Total intangible assets, gross 1,697,000 1,697,000 Less: Accumulated amortization: Customer relationships (288,056 ) (253,459 ) Intangible assets, net $ 1,408,944 $ 1,443,541 There were no impairments to the intangible assets during the nine months ended September 30, 2025 and 2024. Balance consists of goodwill (including assembled workforce) acquired from acquisition of Kirkman in July 2019 which was assigned an indefinite useful life. September 30, 2025 December 31, 2024 Goodwill $ 818,139 $ 818,139 There were no impairments to goodwill during the nine months ended September 30, 2025 and 2024. …

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16. Loans Payable In December 2023, the Company entered into a short-term debt facility with an officer and director of the parent company, Hemptown Organics Corp., whereby the Company received $247,634. The loan is non-interest-bearing and remains outstanding as of September 30, 2025. The officer and director resigned in January 2025, and therefore the loan was reclassed from related party to loans payable. On June 18, 2024, the Company executed a loan agreement with a lender in the amount of $150,000. The payment terms are 12.5% Original Issue Discount (OID), initial principal amount consisting of a $150,000 loan plus $21,500 OID totaling $171,500. In addition, the loan required the Company to issue 37,500 warrants with anti-dilution protection as well as an equity interest in the amount of 37,500 shares of the Companys stock with reverse split protection through the Senior Exchange Listing The loan is to mature the earlier of six months from execution, completion of a senior exchange listing of the Company or as mutually agreed, with an interest rate of the higher of 12% or WSJ Prime plus 4% guaranteed. On December 11, 2024, the Company signed an amendment with the lender to extend the maturity date to February 28, 2025. In consideration for the extension of the maturity date, the Company agreed that the loan shall be paid in cash in full and shall not be converted into stock. In addition, the Company shall deliver 20,000 shares of the Companys common stock and a cash fee …

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18. Related Party Transactions Executive Employment Agreements The Company entered into contractual employment agreements with its Chief Executive Officer (CEO) and its Chief Financial Officer (CFO), the terms of which are detailed as follows: Employment Agreement Eric Gripentrog, CEO Effective as of March 1, 2025, the Company entered into an employment agreement with Mr. Gripentrog that provides a base salary of $280,000, has an original term of twelve (12) months, and is subject to automatic renewals of successive twelve (12) months periods unless otherwise terminated as provided for in the agreement. Effective upon achieving the listing of the Companys common stock on Nasdaq (the Direct Listing), Mr. Gripentrogs annual salary will increase to $360,000. Mr. Gripentrog is entitled to an annual cash bonus which will be based on achieving the following revenue targets: Consolidated Gross Revenue Target % Payout of Base Salary Below $10,000,000 50% of bonus payout $10,000,000 + 100% of bonus payout $15,000,000 + 150% of bonus payout $20,000,000 + 200% of bonus payout Mr. Gripentrog is also entitled to performance-based equity awards based upon achieving the following as determined by the compensation committee of the Companys board of directors in its discretion: a) Restricted Stock Units equal to $500,000 which vest six (6) months after the completion of the Direct Listing and valued at the price of the stock upon the date of vesting. b) A number of shares of common stock of t …

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21. Revenue, net This table shows revenue by product type: Three Months Ended September 30, 2025 2024 Nutraceutical (supplements) $ 1,673,268 $ 1,367,964 Hemp derived products 20,906 27,949 Total revenue by product type $ 1,694,174 $ 1,395,913 Nine Months Ended September 30, 2025 2024 Nutraceutical (supplements) $ 4,996,424 $ 4,797,884 Hemp derived products 120,539 88,475 Total revenue by product type $ 5,116,963 $ 4,886,359

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20. Segment Reporting The Company has two operating segments: 1) Kirkman, which sells a range of nutraceuticals, supplements and related products; and 2) HT Naturals, which sells a range of hemp-based consumer products. The Company has a corporate function, which is not an operating segment, and includes expenses related to corporate management and administration, including legal, audit, accounting, tax, SEC reporting, and investor/public relations, among other corporate expenses. The Company follows ASC 280, Segment Reporting, as amended by ASU 2023-07, which requires entities to report financial and descriptive information about their reportable operating segments. ASC 280-10-50-1 states that an operating segment is a component of a public entity that: Engages in business activities from which it may earn revenues and incur expenses; Has operating results that are regularly reviewed by the Chief Operating Decision Maker (CODM), who is the Companys Chief Executive Officer, to make decisions about resource allocation and performance assessment; and Has discrete financial information available. Under ASC 280-10-50-5, a public entity is required to report separately only those operating segments that meet certain quantitative thresholds. However, as specified in ASC 280-10-50-11, if a companys business activities are managed as a single operating segment and reviewed on a basis, the company may report as a single segment. The Company has determined that it operates as one repor …

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2. Summary of Significant Accounting Policies Going Concern The accompanying financial statements have been prepared assuming the Company will continue as a going concern. For the nine months ended September 30, 2025, the Company had a net loss of $93,837, and as of September 30, 2025 the Company had a negative working capital of $1,491,727, and an accumulated deficit of $7,754,767. As of September 30, 2025 the Company had cash of $1,005,324 and has raised additional capital subsequent to September 30, 2025. (see Note 25, Subsequent Events ). These conditions raise substantial doubt about the Companys ability to continue as a going concern. Management believes that its existing cash balances combined with future capital raises through debt and equity and cash receipts from product sales will be sufficient to fund ongoing operations through at least one year from the date the unaudited consolidated financial statements are issued. In order to continue as a going concern, the Company will need, among other things, additional capital resources. The Company is significantly dependent upon its ability to secure additional equity and/or debt financing. There are no assurances that the Company will be successful in obtaining additional capital. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue …

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25. Subsequent Events Other than described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the accompanying unaudited consolidated financial statements Listing of Common Shares for Sale on the Nasdaq Capital Market; Private Placement Closing On November 5, 2025, the Companys Direct Listing was consummated and its common stock was listed for trading on the Nasdaq Capital Market stock exchange under the ticker symbol MEHA. Advisory Agreement Amendment Subsequent to the September 30, 2025 and on November 13, 2025, the Company entered into an amendment to its Advisory Agreement with Exchange Listing, LLC (the Advisor) (the November 2025 Amendment). The original Advisory Agreement was dated April 5, 2022 and amended on January 1, 2024 (the Advisory Agreement). In addition to the compensation already provided by the Company to the Advisor, the Company will pay the following amounts for all outstanding obligations under the Advisory Agreement pursuant to the November 2025 Amendment: (a) $50,000 payable upon execution of the amendment; (b) 15,000 shares of the Companys common stock to be issued on May 5, 2026; and (c) 200,000 Series C warrants issued on November 10, 2025, and exercisable for a period of 5 years. The November 2025 Amendment settles all outstanding amounts and modifies certain compensation obligations owed to the Advisor. Payable for Acquisition On November 14, 2025, the Company executed a memorandum of und …

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