SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The unaudited interim condensed consolidated financial statements that accompany these notes have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), as defined by the Financial Accounting Standards Board (“FASB”), and pursuant to the rules and regulations of the SEC. Accordingly, certain information and footnote disclosures normally included in the annual financial statements have been condensed or omitted. There have been no material changes in the accounting policies from those disclosed in the audited consolidated financial statements and the related notes for the year ended December 31, 2025.

The interim financial information presented is unaudited and reflects all normal adjustments that are, in the Company’s opinion, necessary to provide a fair statement of the financial position, results of operations and cash flows for the periods presented.

These unaudited condensed interim consolidated financial statements are presented in United States dollars, which is the Company’s functional and reporting currency. All intercompany balances and transactions have been eliminated on consolidation.

These financial statements have been prepared on a going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. As at March 31, 2026, the Company had a net loss of $1,531,458 (March 31, 2025: net loss of $404,924), an accumulated deficit of $10,835,523 (December 31, 2025: $9,304,065), and a cash balance of $405,632 (December 31, 2025: bank overdraft of $761). The Company had total shareholder’s equity as at March 31, 2026 of $3,144,174 (December 31, 2025: $4,595,652).

During the three months ended March 31, 2026, the Company transitioned from a pre-revenue development stage enterprise to an early-stage revenue generating company. The Company recognized $250,000 during the period, which will be settled through the issuance of the customer’s equity securities (private company) rather than cash and, accordingly, does not provide immediate liquidity to fund operations.

During the year ended December 31, 2025, the Company also entered into a software services agreement with a total contract value of $10,000,000 anticipated to be earned over three years with year 1 fees anticipated to be $5,000,000. No revenue has been recognized under this contract to date and management anticipates commencing this engagement during the second half of 2026.

During the three months ended March 31, 2026, the Company also entered into an exclusive software license agreement for the use of its digital health platform in the functional health clinic channel across North America, structured as a royalty on net retail price per paying customer annually plus a per-unit genetic testing fee, with an initial three-year term and automatic renewal.

Subsequent to the three months ended March 31, 2026, on April 22, 2026, the Company also entered into a consulting agreement to provide its Drug Assessment Platform services in connection with the customer’s lead drug development program. The agreement has a two-year term and a total contract value of $3,300,000 payable entirely in the customer’s equity.

The Company is also in discussions with other potential customers for securing other revenue contracts which are expected to be signed in 2026.

As described in Note 2 – Business Combination Agreement, the Company’s de-SPAC transaction is expected to be finalized in the third quarter of 2026. In connection with this transaction, the Company is arranging Private Investment in Public Entity (“PIPE”) and Bridge Financing and continues to attract investments in the Company.

The Company’s ability to continue as a going concern is dependent upon obtaining additional equity or debt financing, generating revenues sufficient to cover operating costs, and continuing to execute on its commercialization strategy. The Company is aggressively pursuing its business leads to execute additional revenue contracts and deliver to customers.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern. However, management is of the view that taking into consideration the revenue contracts signed, the pending de-SPAC transaction, and the financing arrangements being put in place, it is appropriate to prepare these financial statements on a going concern basis. Accordingly, these consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.

The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers, using a five-step model to identify contracts, performance obligations, transaction price, allocation and recognition.

For the three months ended March 31, 2026, the Company’s revenue consists solely of consulting services. Consulting revenue is recognized over time or at a point in time as control of the promised services is transferred to customers, depending on the specific terms of the contract. For arrangements recognized over time, progress toward completion is measured using either input methods (such as time incurred) or output methods (such as the achievement of contractually defined phases, milestones or deliverables), depending on the contract terms. For contracts containing multiple performance obligations, the transaction price is allocated to each obligation based on its relative standalone selling price.

Non-cash consideration received from customers, including equity issued in lieu of cash fees, is generally measured at fair value at contract inception. If the fair value of the non-cash consideration cannot be reasonably estimated, it is measured indirectly by reference to the standalone selling price of the services promised. Upon formal issuance of the equity securities, the amount is reclassified to equity investments, with subsequent changes in fair value recognized within the consolidated statement of operations. Amounts received or billed in advance of performance are recorded as deferred revenue. Amounts invoiced but not yet settled are recorded as receivables, while amounts earned but not yet invoiced are recorded as contract assets.

The Company elected the Fair Value Option (“FVO”) under ASC 825-10, Financial Instruments to accounts for its convertible promissory note (and embedded conversion feature) as a single combined unit of account. This irrevocable election, made at issuance, precludes the bifurcation of the embedded conversion feature under ASC 815-15, Derivatives and Hedging. The convertible promissory note and embedded conversion feature are recorded at fair value upon initial recognition and remeasured at each balance sheet date, with changes in fair value recognized in earnings. Consequently, no debt proceeds are allocated to the conversion feature, and no debt discount is established or amortized.

The detachable warrants are freestanding financial instruments. Based on the Company’s evaluation under ASC 480, Distinguishing Liabilities from Equity and ASC 815-40, Derivatives and Heding – Contracts in Entity’s Own Equity, the warrants did not qualify for equity classification. They are recorded as liabilities at fair value upon issuance and remeasured to fair value at each subsequent balance sheet date, with changes in fair value recognized in earnings.

The Company presents interest expense on the convertible promissory note separately form the fair value remeasurement line, using the stated coupon rate applied to outstanding principal. The residual change in fair value is presented as a single line within other income (expense). 

All issuance costs, including cash commissions and the fair value of broker warrants, are expensed as incurred within the statement of operations.

In July 2025, FASB issued ASU No. 2025-05, Financial Instruments—Credit Losses (Topic 326) — Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient for estimating expected credit losses. The ASU provides a practical expedient permitting entities to assume that current conditions as of the balance sheet date remain unchanged for the remaining life of current accounts receivable and contract assets arising from revenue transactions when estimating expected credit losses. The amendments are effective for annual reporting periods beginning after December 15, 2025.

The Company adopted ASU 2025-05 effective January 1, 2026. For the three months ended March 31, 2026, the Company had no credit losses on its accounts receivable or contract assets, and accordingly, no allowance for credit losses was required. The adoption of ASU 2025-05 had no impact on the Company’s consolidated financial statements.

Management has reviewed all recently issued accounting standards and does not expect any of the issued but not yet effective standards to have a material effect on the Company’s financial statements.

In November 2024, FASB issued ASU 2024-03, Expense Disaggregation Disclosures (Subtopic 220-40), which requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement. ASU 2024-03 is effective for annual periods beginning after December 15, 2026. The Company is currently evaluating the impact of the ASU on its consolidated financial statements.

In September 2025, the FASB issued ASU No. 2025-06, Accounting for internal-use software costs (Topic 350). The new standard amends specific aspects of the accounting for internal-use software costs including the criteria for capitalizing software costs. It also amends the related disclosure requirements. This standard will be effective starting the year 2029. The Company is currently assessing the impact of adopting this guidance on its consolidated financial statements.

In September 2025, FASB issued ASU No. 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606). The new standard refines the scope of the guidance on derivatives in Topic 815 and clarifies the guidance on shared-based payments from a customer in ASC 606, Revenue from Contracts with Customers. This standard will be effective for the Company starting the year 2027. The Company is currently assessing the impact of adopting this guidance on its consolidated financial statements.

In December 2025, FASB issued ASU No. 2025-10, Government Grants (Topic 832). The new standard adds guidance to ASC 832, Government Grants on the recognition, measurement, and presentation of government grants. This standard will be effective for the Company starting the year 2029. The Company is currently assessing the impact of adopting this guidance on its consolidated financial statements.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The consolidated financial statements have been prepared in accordance with US generally accepted accounting principles (“GAAP”) as defined by the Financial Accounting Standards Board (“FASB”). The consolidated financial statements are presented in United States dollars, which is the Company’s functional and reporting currency. All intercompany balances and transactions have been eliminated on consolidation.

The Company qualifies as an “Emerging Growth Company” as defined under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As an Emerging Growth Company, the Company is permitted to take advantage of certain reduced reporting requirements that are otherwise applicable to public companies.

These provisions include, but are not limited to:

The Company has elected to use the extended transition period for adopting new or revised accounting standards, as permitted under the JOBS Act. This means that the Company will adopt such standards on the dates applicable to private companies. The Company may choose to forgo these exemptions in the future, but any such decision will be irrevocable.

The Company will remain an Emerging Growth Company until the earliest of:

The preparation of the consolidated financial statements in accordance with US GAAP requires management to make estimates and assumptions that affect certain reported amounts and related disclosures. Such estimates include, but are not limited to, the fair value of stock-based compensation and investments in a related party and income tax valuation allowances. Actual results could differ from those estimates.

These financial statements have been prepared on a going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. As at December 31, 2025, the Company is a pre-revenue development stage enterprise in the process of being commercialized. For the year ended December 31, 2025, the Company had a net loss of $2,574,350 (2024: $6,341,243). As at December 31, 2025 there was an accumulated deficit of $9,304,065 (2024: $6,729,715), and a bank overdraft of $761 (2024: Cash balance of $1,222). The Company had a positive total shareholders’ equity as at December 31, 2025 of $4,595,652 (2024: $1,736,480).

The Company signed a revenue contract worth $10,750,000 during the year ended December 31, 2025, with revenue of $750,000 earned in the first quarter of 2026, with the balance to be over three years starting in 2026. In addition, the Company is in the process of signing additional revenue contracts of $99,300,000 in the first quarter of 2026. The Company is also in discussions with other potential customers for securing other revenue contracts which are expected to be signed in 2026.

The Company continues to attract equity investments in the Company. The Company is in the process of doing a de-SPAC transaction for listing on Nasdaq. The transaction is expected to be finalized in the third quarter of 2026. In this connection, PIPE and bridge financing are being arranged.

The Company’s ability to continue as a going concern is dependent upon obtaining additional equity or debt financing, generating revenues sufficient to cover operating costs, and continuing to execute on its commercialization strategy. The Company is aggressively pursuing its business leads to execute additional revenue contracts and deliver to customers.

While the company has substantial doubt about its ability to continue as a going concern provided the financing is not obtained or the revenue is not earned, management considers that, with financings arranged and revenue contracts signed, it is appropriate to treat the Company as a going concern over the foreseeable future. Accordingly, these consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.

The Company considers all highly liquid investments with an original maturity date of three months or less to be cash equivalents. Cash and cash equivalents consist of deposits with commercial banks in checking and interest-bearing accounts. Bank overdrafts, if any, are classified as current liabilities in the balance sheet and are presented net within cash and cash equivalents for purposes of the statement of cash flows.

Other receivables consist of amounts due from third parties, including vendor overpayments and other short-term amounts collectible within one year. Receivables are stated at their net realizable value. Management evaluates the collectability of receivables and records an allowance for credit losses when collection is not probable. No allowance for credit losses has been recognized as of December 31, 2025, or 2024.

The Company recognizes share subscription receivables in cases where shares are issued but consideration has not yet been received. Where subscription obligations are to be settled through non-cash consideration, the receivable is recorded at the agreed upon fair value of the consideration to be received. Subscription receivables denominated in foreign currencies are translated into US dollars at the closing exchange rate at each balance sheet date, in accordance with ASC 830, Foreign Currency Matters.

Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses. Additions and improvements to property and equipment are capitalized. The cost of maintenance and repairs are expensed as incurred. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. The estimated useful lives are as follows:

 SCHEDULE OF ESTIMATED PROPERTY PLANT AND EQUIPMENT USEFUL LIVES

When assets are sold or disposed of, the cost and related accumulated depreciation is removed from their respective accounts, and the resulting gain or loss is reported in the consolidated statement of operations.

The Company’s investment in a related party is accounted for under the fair value option elected pursuant to ASC 825, Financial Instruments, or under the equity method pursuant to ASC 323, Investments – Equity Method and Joint Ventures, depending on the nature of the Company’s ownership interest and ability to exercise significant influence.

Depending on the nature of the instrument held, fair value is determined using inputs that may be classified within different levels of the fair value hierarchy established under ASC 820, Fair Value Measurement. The level of the hierarchy applied reflects the observability of the inputs used in the valuation if the investment includes more than one component, each component is evaluated separately and me be classified within a different level of hierarchy, depending on the observability of inputs used to value it.

Costs associated with the development of products in GNQ’s platform suite are capitalized as intangible assets under development in accordance with ASC 350-40, Internal-Use Software, and ASC 985-20, Costs of Software to be Sold, Leased or Marketed, as applicable.

Costs incurred prior to the establishment of technological feasibility are expensed as research and development cost in the period incurred. Technological feasibility is established when the Company has completed all planning, designing, coding and testing necessary to confirm that the product can be produced to meet its design specifications, as evidence by the completion of a working model.

Capitalization of development costs commence when management determines that the technological feasibility of the specific platform has been established and it is probable that the project will be completed and the software will be used to perform the intended function.

Costs eligible for capitalization include direct labor, directly attributable third-party consulting and professional fees, and other direct incremental costs incurred during the application development stage. Capitalization ceases when the product is available for general release. Costs incurred during the preliminary project stage and post-implementation/operational stage are expensed as incurred.

Once the asset is available for its intended use, it is amortized on a straight-line basis over its estimated useful life. Intangible assets are assessed for impairment at each reporting date.

Capitalized costs are recorded at cost less accumulated amortization and any impairment write-downs.

The Company reviews long-lived assets, including property, plant and equipment and intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable in accordance with ASC 360, Property, Plant and Equipment. Recoverability is assessed by comparing the carrying amount of the asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount exceeds the estimated undiscounted future cash flows, an impairment loss is recognized for the excess of the carrying amount over the fair value of the asset. No impairment loss was recognized during the years ended December 31, 2025 or 2024.

Accounts payable and accrued liabilities represent obligations arising from goods and services rendered to the Company during the reporting period. These amounts are unsecured, non-interest-bearing, and generally due within one year.

Short-term loans are recognized initially at the proceeds received, net of transaction costs, if any. Borrowings are subsequently measured at amortized cost. The loan is classified as a current liability if due within twelve months of the balance sheet date.

Related-party transactions are measured and recorded at the exchange amount, which is the consideration agreed upon by the related parties. The Company follows the guidance of ASC 850, Related Party Disclosures, in identifying related parties and disclosing material transactions and balances. Due to/from related parties are unsecured and non-interest-bearing unless otherwise indicated.

Common shares are classified as equity. Incremental costs directly attributable to the issuance of common shares and warrants are recognized as a deduction from equity, net of any tax effects.

Warrants issued as part of equity financings are classified as equity instruments and measured at fair value at the date of issuance. Warrants are assessed for equity vs. liability. Equity warrants are fair valued once whereas liability warranted fair valued at each reporting period. For the years ended December 31, 2025 and 2024, there were no liability warrants. The fair value allocated to warrants is credited to the warrants component within shareholders’ equity, with the residual amount allocated to share capital. The Company uses the Black-Scholes-Merton (“BSM”) option-pricing model to estimate the fair value of warrants on the date of grant.

The Company accounts for share-based compensation in accordance with ASC 718, Compensation – Stock Compensation. The Company measures the cost of employee and non-employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. Share-based compensation cost is recognized on a straight-line basis over the requisite service period, which is generally the vesting period of the award. The Company uses the BSM option pricing model to estimate the fair value of stock options on the date of grant. The calculation of fair value included several assumptions that require management’s judgement.

The Company accounts for forfeitures as they occur. Compensation expense is recognized in the period in which the options vest, based on the number of options vesting during that period. For awards with graded vesting, each tranche is treated as a separate award. For grants where the vesting commencement date precedes the grant date, the cost attributable to pre-grant service is recognized on the grant date. Since the expense is recognized only for options that vest, no adjustment arises upon forfeiture of unvested options.

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Income Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

A valuation allowance is recorded to reduce deferred tax assets to the amount that is more likely than not to be realized. The Company evaluates the likelihood of realization of deferred tax assets based on available evidence, including projected future taxable income, reversal of existing temporary differences, and available tax planning strategies.

The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the position will be sustained upon examination by tax authorities. Interest and penalties related to uncertain tax positions are included in income tax expense.

All research and development expenses relating to inception of the project through to technological feasibility, including planning, architecture, design, data source identification and prototype development is expensed and included in the statement of operations.

Costs incurred after technological feasibility is established until the product is available for general release to customers are capitalized as an intangible asset. These costs include coding, testing and other direct costs of bringing the product to completion.

Costs related to production, training, maintenance, and customer support activities after the product is available for general release to customers are expensed as incurred and included in the statement of operations.

Research and development expenses include personnel-related costs (comprised of salaries, benefits and share-based compensation), consulting and professional fees and certain technology costs. These expenses are exclusive of depreciation and amortization. Research and development activities consist of continued development of the Company’s platform suite.

The Company’s functional and reporting currency is the U.S. dollar. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at exchange rates in effect at the balance sheet date. Non-monetary assets and liabilities are translated at historical exchange rates. Revenue and expense items are translated at the sport rate for the transaction day or average exchange rates for the period, whichever is easily available. Foreign exchange gains and losses are recognized in the statement of operations in the period incurred.

Basic net loss per share is computed by dividing net loss applicable to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed using the treasury stock method and reflects the dilutive effect of outstanding stock options and warrants. In periods of net loss, all potentially dilutive securities are excluded from the computation of diluted earnings per share as their effect is antidilutive.

The Company measures certain financial instruments at fair value in accordance with ASC 820, Fair Value Measurement, which defines fair value 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. ASC 820 establishes a three-level hierarchy for fair value inputs:

The carrying values of cash, other receivables, accounts payable and accrued liabilities, short-term loans, and due to/from related parties approximate their fair values given their short-term nature.

The Company currently operates and is managed as a single operating segment. The Company’s chief operating decision maker is its Chief Executive Officer, who allocates resources and assesses performance at the consolidated level.

The Company reviews new accounting pronouncements as they are issued by FASB. There were no recently adopted accounting pronouncements that had a material effect on the Company’s financial statements for the year ended December 31, 2025 and 2024.

In June 2022, FASB issued Accounting Standard Update (“ASU”) 2022-03, ASC Subtopic 820 “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. This guidance was issued to clarify the guidance in Topic 820, Fair Value Measurement when measuring the fair value of an open equity security subject to contractual restrictions that prohibit the sale of an equity security and to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic 820. These amendments are effective for fiscal years beginning after December 15, 2023. The adoption of this standard did not have a significant impact on the company’s consolidated financial statements.

In November 2023, FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, to improve reportable segments disclosure requirements primarily through enhanced disclosures about significant segment expenses. The adoption of this standard did not have a significant impact on the company’s consolidated financial statements.

In December 2023, FASB issued ASU 2023-09, Income Taxes (Topic 740) Improvements to Income Tax Disclosures, which amends the codification to enhance the transparency and decision usefulness of income tax disclosures. ASU 2023-09 requires additional disaggregation of the reconciliation between the statutory and effective tax rate of an entity and of income taxes paid. For public business entities, the amendments are effective for annual years beginning after December 15, 2024. The Company adopted the ASU prospectively for the year ended December 31, 2025, the effect being only related to the disclosures with no impact on the results of operations or financial condition.

Management has reviewed all recently issued accounting standards and does not expect any of the issued but not yet effective standards to have a material effect on the Company’s financial statements.

In November 2024, FASB issued ASU 2024-03, Expense Disaggregation Disclosures (Subtopic 220-40), which requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement. ASU 2024-03 is effective for annual periods beginning after December 15, 2026. The Company is currently evaluating the impact of the ASU on its consolidated financial statements.

In July 2025, FASB issued ASU No. 2025-05, Financial Instruments—Credit Losses (Topic 326) — Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient for estimating expected credit losses. The amendments are effective for annual reporting periods beginning after December 15, 2025. The Company has not yet adopted ASU 2025-05 and is still evaluating the impact of the adoption on its consolidated financial statements.

In September 2025, the FASB issued ASU No. 2025-06, Accounting for internal-use software costs (Topic 350). The new standard amends specific aspects of the accounting for internal-use software costs including the criteria for capitalizing software costs. It also amends the related disclosure requirements. This standard will be effective starting the year 2029. The Company is currently assessing the impact of adopting this guidance on its consolidated financial statements.

In September 2025, FASB issued ASU No. 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606). The new standard refines the scope of the guidance on derivatives in Topic 815 and clarifies the guidance on shared-based payments from a customer in ASC 606. This standard will be effective for the Company starting the year 2027. The Company is currently assessing the impact of adopting this guidance on its consolidated financial statements.

In December 2025, FASB issued ASU No. 2025-10, Government Grants (Topic 832). The new standard adds guidance to ASC 832 on the recognition, measurement, and presentation of government grants. This standard will be effective for the Company starting the year 2029. The Company is currently assessing the impact of adopting this guidance on its consolidated financial statements.