MedWellAI Pivots to AI Healthcare, Impairs Goodwill Amid Regulatory Hurdles

TL;DR

**MWAI's pivot to AI healthcare is a high-stakes gamble, with regulatory hurdles already costing them $670K in goodwill impairment – proceed with extreme caution.**

AI Summary

MedWellAI, Inc. (MWAI) reported a significant strategic pivot during the fiscal year ended June 30, 2025, shifting from digital asset mining to AI-driven healthcare and wellness solutions. The company discontinued its digital asset mining operations, recognizing a $352,397 gain on settlement of payables after terminating a hosting agreement and selling miners. This pivot included the acquisition of 51% of Healthy Lifestyle USA LLC for $350,000, comprising $250,000 in cash and 97,087 shares of common stock valued at $100,000. However, due to regulatory hurdles, MedWellAI decided to no longer pursue the online sales business obtained through Healthy Lifestyle, resulting in a full impairment of goodwill totaling $670,329. Despite this, the company generated $576,931 in commission revenues and $17,837 from online sales for the year ended June 30, 2025, compared to $0 in the prior year for both categories. MedWellAI continues to operate through its subsidiary MedWell USA, focusing on a B2B e-commerce platform for GLP medications, featuring an AI-powered ordering system.

Why It Matters

MedWellAI's dramatic shift from crypto mining to AI-driven healthcare signals a high-risk, high-reward strategy for investors. The impairment of $670,329 in goodwill from the Healthy Lifestyle acquisition due to regulatory hurdles highlights the significant execution risks in new ventures, especially in regulated sectors like healthcare. For employees, this pivot means a focus on specialized AI and pharmaceutical distribution skills, potentially impacting existing roles. Customers of MedWell USA's B2B platform for GLP medications could benefit from enhanced AI-powered ordering, but the company faces intense competition from established pharmaceutical distributors and emerging health tech players, making market penetration challenging.

Risk Assessment

Risk Level: high — The company is an early-stage enterprise with minimal revenue and a history of losses, explicitly stating it 'cannot assure you that we can or will be able to operate profitably.' A single customer generated approximately 96% of its revenue for the year ended June 30, 2025, creating extreme revenue concentration risk. Furthermore, the full impairment of $670,329 in goodwill from the Healthy Lifestyle acquisition due to 'regulatory hurdles' demonstrates significant operational and regulatory risk in its new business focus.

Analyst Insight

Investors should exercise extreme caution and conduct thorough due diligence given MedWellAI's early stage, history of losses, and significant strategic pivot. Monitor future filings closely for sustained revenue growth from its B2B GLP medication platform and evidence of successful navigation of regulatory environments, as the current risks are substantial.

Financial Highlights

debt To Equity

N/A

revenue

$594,768

operating Margin

N/A

total Assets

N/A

total Debt

N/A

net Income

N/A

eps

N/A

gross Margin

N/A

cash Position

N/A

revenue Growth

+N/A%

Revenue Breakdown

Key Numbers

• $670,329 — Goodwill Impairment (Fully impaired due to regulatory hurdles in online sales business.)
• $352,397 — Gain on Settlement (Recognized from terminating digital asset mining hosting agreement.)
• $576,931 — Commission Revenues (Generated for the year ended June 30, 2025, up from $0.)
• $17,837 — Online Sales Revenues (Generated for the year ended June 30, 2025, now discontinued.)
• 96% — Revenue Concentration (Percentage of revenue from one customer for the year ended June 30, 2025.)
• $350,000 — Acquisition Cost (Paid for 51% of Healthy Lifestyle USA LLC.)
• 6,236,580 — Shares Outstanding (As of September 24, 2025.)
• $1.07 — Common Stock Price (Closing price on December 31, 2024, for market value calculation.)
• $2,228,681 — Non-Affiliate Market Value (Aggregate market value of common stock held by non-affiliates on December 31, 2024.)
• 1 — Full-time Employee (The company currently has only one full-time employee, Steve Rubakh.)

Key Players & Entities

• MedWellAI, Inc. (company) — Registrant and parent company
• Healthy Lifestyle USA LLC (company) — 51% acquired subsidiary, online sales business discontinued
• MedWell Direct, LLC (company) — Wholly-owned subsidiary that acquired Healthy Lifestyle
• MedWell USA, LLC (company) — Wholly-owned subsidiary operating B2B e-commerce platform
• Steve Rubakh (person) — Chief Executive Officer and sole full-time employee
• $670,329 (dollar_amount) — Goodwill fully impaired due to regulatory hurdles
• $352,397 (dollar_amount) — Gain on settlement of payables from discontinued digital asset mining operations
• $576,931 (dollar_amount) — Revenues from commissions for the year ended June 30, 2025
• $17,837 (dollar_amount) — Revenues from online sales for the year ended June 30, 2025
• $350,000 (dollar_amount) — Purchase price for 51% of Healthy Lifestyle USA LLC

FAQ

Risk Factors

• Early-stage company with minimal revenue and history of losses [high — financial]: MedWellAI is an early-stage company with minimal revenue and a history of losses. The company expects to continue incurring substantial losses for the foreseeable future and cannot assure profitability or positive cash flow, potentially forcing cessation of operations.
• Revenue concentration from a small number of customers [high — financial]: One customer generated approximately 96% of revenue for the year ended June 30, 2025. Loss of this significant customer could lead to a substantial decrease in revenue.
• Risks associated with AI and emerging technologies [medium — operational]: The company's use of AI and other emerging technologies presents risks including deficient AI-generated content, slower adoption than competitors, and exacerbation of regulatory and cybersecurity risks. Technical challenges in AI accuracy, efficiency, and reliability, as well as potential biases in algorithms, could impact business results.
• Regulatory hurdles impacting business strategy [high — regulatory]: Regulatory hurdles led to the decision to no longer pursue the online sales business obtained through Healthy Lifestyle USA LLC, resulting in a full goodwill impairment of $670,329.
• Dependence on pharmaceutical distribution and GLP medications [medium — financial]: The company's primary focus is a B2B e-commerce platform for GLP medications. Changes in demand, pricing, or regulatory landscape for these specific drugs could significantly impact revenue.
• Limited personnel and resources [medium — operational]: As an early-stage company, MedWellAI faces limitations with respect to personnel, financial, and other resources, which could hinder growth and operational efficiency.

Industry Context

MedWellAI is operating in the rapidly evolving AI-driven healthcare and wellness sector, specifically focusing on pharmaceutical distribution for GLP medications. This market is characterized by increasing demand for weight loss and diabetes management solutions, driven by both patient and provider interest. The competitive landscape includes established pharmaceutical distributors and emerging tech-enabled platforms, with a growing emphasis on AI for operational efficiency and personalized services.

Regulatory Implications

The company has encountered significant regulatory hurdles, as evidenced by the discontinuation of its online sales business and the resulting goodwill impairment of $670,329. This highlights the critical need for strict compliance within the healthcare and pharmaceutical distribution sectors, particularly concerning online sales and data handling.

What Investors Should Do

1. Monitor customer concentration closely.
2. Evaluate the sustainability of the B2B GLP medication platform.
3. Assess the company's ability to manage AI implementation risks.
4. Track the company's path to profitability.

Key Dates

• 2025-06-30: Fiscal Year End — Reporting period for the strategic pivot from digital asset mining to AI-driven healthcare and wellness solutions, including acquisition and impairment of goodwill.
• 2025-06-30: Discontinuation of online sales business — Due to regulatory hurdles, the company ceased its online sales operations, leading to a $670,329 goodwill impairment.
• 2025-06-30: Recognition of gain on settlement — A gain of $352,397 was recognized from terminating digital asset mining operations.
• 2024-08-29: Acquisition of Healthy Lifestyle USA LLC — Acquired 51% of Healthy Lifestyle USA LLC for $350,000 ($250,000 cash, 97,087 shares) to enter the online sales business.
• 2024-08-28: Common stock closing price — $1.03 closing price used to value the 97,087 shares issued in the Healthy Lifestyle acquisition.
• 2024-07-01: Formation of subsidiaries — Formation of MedWell Direct, MedWell Facilities, and MedWell USA to support the new business focus.

Glossary

GLP medications

Glucagon-like peptide medications, commonly used for weight loss and diabetes management. (These are the primary pharmaceutical products distributed through MedWellAI's B2B e-commerce platform.)

Goodwill Impairment

A reduction in the carrying value of goodwill on the balance sheet when its fair value is less than its carrying amount, often due to a decline in the expected future cash flows from the acquired business. (MedWellAI fully impaired $670,329 in goodwill due to regulatory issues with its acquired online sales business.)

Gain on Settlement

A profit realized when a debt or liability is settled for less than its book value. (MedWellAI recognized a $352,397 gain from settling payables related to its discontinued digital asset mining operations.)

B2B e-commerce platform

A business-to-business electronic commerce platform where transactions occur between businesses. (MedWellAI operates its pharmaceutical distribution business through this type of platform, targeting healthcare providers.)

AI-powered ordering system

An ordering system that utilizes artificial intelligence to enhance functionality, such as real-time inventory tracking and smart suggestions. (This is a key feature of MedWellAI's MedWell USA subsidiary, aimed at improving efficiency for healthcare providers.)

Common Stock

A class of stock that represents ownership in a corporation and carries with it the right to vote on corporate matters. (MedWellAI issued 97,087 shares of its common stock as part of the acquisition of Healthy Lifestyle USA LLC.)

Year-Over-Year Comparison

MedWellAI has undergone a significant strategic transformation, pivoting from digital asset mining to AI-driven healthcare solutions. This shift is reflected in the emergence of $594,768 in revenue from commission and online sales for the year ended June 30, 2025, compared to $0 in the prior year. However, this transition also led to a substantial $670,329 goodwill impairment due to regulatory issues in the online sales segment, indicating new operational and regulatory risks.

Key Financial Figures

• $0.001 — 2(g) of the Exchange Act: Common Stock, $0.001 par value per share Title of each clas
• $1.07 — s reported on the OTC Markets system of $1.07. For purposes of this response, the reg
• $670,329 — tyles USA LLC. As a result, goodwill of $670,329 was fully impaired. Acquisition of He
• $350,000 — price for the Membership Interests was $350,000, consisting of $250,000 in cash and 97,
• $250,000 — p Interests was $350,000, consisting of $250,000 in cash and 97,087 shares of the Compan
• $100,000 — urchase Shares") with a market value of $100,000. The number of Purchased Shares was bas
• $1.03 — er of Purchased Shares was based on the $1.03 closing price of the Company's common s
• $182,000 — hy Lifestyle in the aggregate amount of $182,000 for working capital and (ii) an adverti
• $300,000 — credit line for Healthy Lifestyle up to $300,000 on commercially reasonable terms for ad
• $42,000 — principal to be issued as follows: (i) $42,000 on the effective date of the Note; (ii)
• $60,000 — on the effective date of the Note; (ii) $60,000 15 days after such effective date of th
• $80,000 — uch effective date of the Note and (iii)$80,000 45 days after such effective date of th
• $225 — n cost to acquire a customer ("CPA") of $225 (not including marketing admin fees/com
• $200,000 — ell Direct shall lend Healthy Lifestyle $200,000 to be used exclusively for PPC, and if
• $225, M — 0,000 loan amount and achieves a CPA of $225, MedWell Direct shall lend Healthy Lifesty

Filing Documents

• intv_10k.htm (10-K) — 1175KB
• intv_ex311.htm (EX-31.1) — 13KB
• intv_ex321.htm (EX-32.1) — 4KB
• 0001477932-25-007253.txt ( ) — 5653KB
• intv-20250630.xsd (EX-101.SCH) — 63KB
• intv-20250630_lab.xml (EX-101.LAB) — 371KB
• intv-20250630_cal.xml (EX-101.CAL) — 64KB
• intv-20250630_pre.xml (EX-101.PRE) — 295KB
• intv-20250630_def.xml (EX-101.DEF) — 155KB
• intv_10k_htm.xml (XML) — 745KB

Business

Business 4 Item 1A.

Risk Factors

Risk Factors 6 Item 1B. Unresolved Staff Comments 11 Item 1C. Cybersecurity 12 Item 2.

Properties

Properties 12 Item 3.

Legal Proceedings

Legal Proceedings 12 Item 4. Mine Safety Disclosures 12 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 13 Item 6. Reserved 14 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 15 Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 25 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 26 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 27 Item 9A.

Controls and Procedures

Controls and Procedures 27 Item 9B. Other Information 28 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 28 PART III Item 10. Directors, Executive Officers and Corporate Governance 29 Item 11.

Executive Compensation

Executive Compensation 30 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 31 Item 13. Certain Relationship and Related Transactions, and Director Independence 33 Item 14. Principal Accountant Fees and Services 33 PART IV Item 15. Exhibits and Financial Statement Schedules 34 Item 16. Form 10-K Summary 34 2 Table of Contents

Forward-Looking Statements

Forward-Looking Statements All statements in this Annual Report on Form 10-K, other than historical fact or present financial information, may be deemed to be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All statements that address activities, outcomes and other matters that should or may occur in the future, including, without limitation, statement regarding the financial position, business strategy, growth, projections and other plans and objectives for our future operations, are forward-looking statements. Although we believe the expectations expressed in such forward-looking statements, they are no guarantees of future performance. We have no obligation and make no undertaking to publicly update or revise any forward-looking statements, except as may be required by law. Forward-looking statements include the items identified in the preceding paragraph, information concerning possible or assumed future results of operations and other statements in this Annual Report, and can be identified by terminology such as "may," "will," "should," "expects," "intend," "anticipates," "believes," "could," "estimates," "plans," "potential," "predicts," "project," or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Readers of this Annual Report should carefully consider such risks, uncertainties and other information, disclosures and discussions which contain cautionary statements identifying important factors that could

Business

Item 1. Business. We were incorporated in the State of Nevada on March 22, 2011 under the name Lightcollar, Inc. In March 2015, we changed our name to EMS Find, Inc. On May 30, 2017, Integrated Ventures, Inc. ("Integrated Ventures"), a Nevada corporation, was formed as a wholly owned subsidiary of the Company. Pursuant to an Agreement and Plan of Merger dated May 30, 2017, Integrated Ventures was merged into the Company, with the Company being the surviving corporation and changing its name to Integrated Ventures, Inc. In July 2024, the Company formed three wholly-owned subsidiaries, MedWell Direct, LLC ("MedWell Direct"), MedWell Facilities, LLC ("MedWell Facilities"), and MedWell USA, LLC ("MedWell USA), all of which were organized in the State of Nevada. In June 2025, we changed our name to MedWellAI, Inc. On August 29, 2024, the Company, through MedWell Direct, consummated its acquisition of 51% of the membership interests of Healthy Lifestyle USA LLC, a Florida limited liability company ("Healthy Lifestyle"). We are a diversified holdings company that develops, acquires, operates, and invests in unique and profitable businesses. Our business focus is on AI-driven healthcare and wellness solutions. Currently, the company operates through their subsidiary MedWell USA, a B2B e-commerce platform for distributing pharmaceutical products, particularly GLP medications for weight loss and diabetes management. It features an AI-powered ordering system with real-time inventory tracking, smart suggestions, and dedicated support for healthcare providers like wellness clinics, med spas, and corporate wellness facilities. Recent Material Developments During the year ended June 30, 2025, due to regulatory hurdles, management decided to no longer pursue their online sales business which was obtained through the acquisition of Healthy Lifestyles USA LLC. As a result, goodwill of $670,329 was fully impaired. Acquisition of Healthy Lifestyle On August 29, 2024, Integr

Risk Factors

Item 1A. Risk Factors. Risks Related to Our Business Because we are an early-stage company with minimal revenue and a history of losses and we expect to continue to incur substantial losses for the foreseeable future, we cannot assure you that we can or will be able to operate profitably. We have incurred losses since our organization, and are subject to the risks common to start-up, pre-revenue enterprises, including, among other factors, undercapitalization, cash shortages, limitations with respect to personnel, financial and other resources and lack of revenues. We cannot assure you that we will be able to operate profitably or generate positive cash flow. If we cannot achieve profitability, we may be forced to cease operations and you may suffer a total loss of your investment. Our revenues are concentrated in a small number of customers and they may decrease significantly if we were to lose one of these customers. One customer generated approximately 96% of our revenue during the year ended June 30, 2025. This high concentration of revenue from a limited number of customers creates a risk that our revenue may decrease substantially if we were to lose any significant customer. We cannot assure you that our current main customers will continue to purchase our products and services in the future. Our use of artificial intelligence (AI) or other emerging technologies could adversely impact our business and financial results. We deploy AI and other emerging technologies in various facets of our operations and we continue to explore further use cases for AI. The rapid advancement of these technologies presents opportunities for our business endeavors but also entails risks, including that AI-generated content, analyses, or recommendations we utilize could be deficient, or that our competitors may more quickly or effectively adopt AI capabilities. Our use of AI or other emerging technologies could also exacerbate regulatory, cybersecurity and other signifi

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