Filed 2026-03-31 · Period ending 2025-12-31 · 21,809 words · SEC EDGAR
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# Vynleads, Inc. (VYND) — 10-K **Filed:** 2026-03-31 **Period ending:** 2025-12-31 **Accession:** 0001079973-26-000408 **Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/1745078/000107997326000408/) **Origin leaf:** eae306197775e18e0ac8723911d7c2dc0e2307687e2e39bf699ebe4518d8d722 **Words:** 21,809 --- **UNITED STATES** **SECURITIES AND EXCHANGE COMMISSION** **Washington, D.C. 20549** **FORM10-K** **ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** For the fiscal year ended December 31, 2025 or **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** | Vynleads, Inc. | | | (Exact name of registrant as specified in its charter) | | | Delaware | | 333-227499 | | 47-4584272 | | | (State or Other Jurisdiction of Incorporation or Organization) | | (Commission File Number) | | (I.R.S. Employer Identification No.) | | Address of Principal Executive Office:**596 Herrons Ferry Road, Suite 301, Rock Hill, SC 29730** Registrants telephone number, including area code:**(845) 745-0981** Securities registered pursuant to Section 12(b) of the Act: **None** | Title of each class | Trading Symbol(s) | Name of each exchange on which registered | | | N/A | N/A | N/A | | Securities registered pursuant to Section 12(g) of the Act: **None** Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act YesNo Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.YesNo 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.YesNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and 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).YesNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act. | Large accelerated filer | Accelerated filer | | | 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 has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b). As of June 30, 2025, the aggregate market value of the registrants voting and non-voting common stock held by non affiliates was approximately $4,968,207 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).YesNo As of March 24, 2026, the registrant had 18,327,364 shares of common stock issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE None. | | | | | | **INDEX** | | | PAGE | | | | PART I | | | | | | | | | Item 1. | Business. | 1 | | | | | | | | Item1A. | Risk Factors. | 5 | | | | | | | | Item1B. | Unresolved Staff Comments. | 7 | | | | | | | | Item 1C. | Cybersecurity. | 7 | | | | | | | | Item 2. | Properties. | 7 | | | | | | | | Item 3. | Legal Proceedings. | 7 | | | | | | | | Item 4. | Mine Safety Disclosures. | 7 | | | | | | | | | PART II | | | | | | | | | Item 5. | Market for Registrants Common Equity andRelated Shareholder Matters and Issuer Purchases of Equity Securities. | 8 | | | | | | | | Item 6. | Selected Financial Data. | 8 | | | | | | | | Item 7. | Managements Discussion and Analysis of Financial Condition and Results of Operations. | 8 | | | | | | | | Item7A. | Quantitative and Qualitative Disclosures About Market Risk. | 12 | | | | | | | | Item 8. | Financial Statements and Supplementary Data. | 12 | | | | | | | | Item 9. | Changes In and Disagreements With Accountants on Accounting and Financial Disclosure. | 28 | | | | | | | | Item9A. | Controls and Procedures. | 28 | | | | | | | | Item9B. | Other Information. | 28 | | | | | | | | | PART III | | | | | | | | | Item 10. | Directors, Executive Officers and Corporate Governance. | 29 | | | | | | | | Item 11. | Executive Compensation. | 31 | | | | | | | | Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. | 32 | | | | | | | | Item 13. | Certain Relationships and Related Transactions, and Director Independence. | 33 | | | | | | | | Item 14. | Principal Accountant Fees and Services. | 33 | | | | | | | | | PART IV | | | | | | | | | Item 15. | Exhibits, Financial Statement Schedules. | 34 | | | | | | | i | | | | | | **PART I** **ITEM 1. BUSINESS** **** Unless the context indicates or suggests otherwise, references to 'we,' 'our,' 'us,' the 'Company,' or 'Vynleads' refer to Vynleads, Inc., a Delaware corporation. **FORWARD-LOOKING STATEMENTS** This annual report contains forward-looking statements. These statements relate to future events, anticipated platform capabilities, prospective enterprise relationships, our product roadmap, our market positioning and our future financial performance. These statements often can be identified by the use of terms such as 'may,' 'will,' 'expect,' 'believe,' 'anticipate,' 'estimate,' 'intend,' 'plan,' 'project' or similar expressions. We intend that such forward-looking statements be subject to the safe harbors for such statements. We caution readers not to place undue reliance on any forward-looking statements, which speak only as of the date made. Any forward-looking statement represents management's best judgment as to what may occur in the future, but forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from those presently anticipated or projected. We disclaim any obligation to update any forward-looking statements after the date of this report, whether as a result of new information, future events or otherwise. **GENERAL** **History of our company** Our corporation was formed in Delaware in July 2015. We introduced the Done With Diabetes brand in 2016 as a lifestyle-first wellness offering for individuals seeking clearer structure and support around metabolic health habits. Since launch, the Company has evolved from marketing discrete digital wellness information products and related offerings toward a technology-enabled platform model centered on recurring engagement, personalization and ongoing support. During 2026, we began repositioning our go-to-market around an app-based subscription offering. In January 2026, we introduced the broader Done With, or DWX, platform vision, which management believes may serve as a repeatable technology and content framework for additional lifestyle-first condition programs over time. This repositioning reflects a shift toward recurring digital engagement, AI-enabled coaching, community-driven support and a more scalable platform architecture, including agentic AI workflows in which specialized software agents may collaborate with one another and with users across the member journey. Our mission is to provide lifestyle-first, educational wellness support that helps people build sustainable routines around nutrition, movement, self-monitoring and accountability. We are not a medical provider and our consumer-facing offerings are intended for general wellness and educational purposes only. Additional information about Vynleads is available at www.vynleads.com. **Overview** Vynleads is a wellness technology company focused on metabolic health and chronic, lifestyle-influenced conditions. Our flagship offering is Done With Diabetes, an eight-week structured program delivered through our digital platform and supported by our proprietary Lifestyle Blueprint personalization engine, Dr. Smith AI Coach and an emerging agentic AI support architecture. Our strategic objective is to combine evidence-informed content, behavior change design, community accountability and AI-enabled support in a format that can be delivered directly to consumers and, over time, through enterprise partners such as self-insured employers, health plans, payers, provider groups and pharmacy benefit managers. Management believes that, if successfully implemented, specialized AI agents that can interact with members and coordinate with one another may improve responsiveness, continuity and scalability across the platform. Our current positioning reflects a shift from a one-time content model to a recurring platform model. We are designing the product for daily use rather than occasional reference, with a fixed 56-day journey, progressive phases, daily missions and a maintenance layer intended to continue beyond the initial program. Management believes the same underlying technology, content and workflow architecture, including AI-enabled and potentially agentic support layers, may support additional condition-specific programs under our broader DWX platform vision and may allow a higher degree of personalization and scalability than a purely static content model, although there can be no assurance when or whether such programs or benefits will be realized. | 1 | | | | | **The Done With Diabetes platform** Done With Diabetes is an app-based, lifestyle-first wellness support program for adults with type 2 diabetes, prediabetes and related metabolic health goals. The current consumer product is offered on a subscription basis and is built around a 56-day Success Blueprint that guides users through four sequential phases: Foundation, Meal Plan, Lifestyle and Control. The program is designed to combine practical education, habit formation and accountability in a structured user journey and to use AI-enabled workflows to help determine what content, prompts and support experiences are most relevant at each stage. After account creation, users complete an onboarding flow that captures lifestyle profile information, goals, areas of focus and other baseline inputs. Based on those inputs and ongoing engagement, the platform assigns a personalized Success Blueprint and surfaces daily missions, educational content, meal guidance, recipe recommendations, check-ins, progress dashboards and coaching prompts intended to help users stay consistent. For logged-in users, chat sessions and activity history are intended to persist across sessions so that the coaching layer can respond in the context of the user's program progress. The AI support layer is designed to retrieve condition-specific program knowledge, current lesson content, recipes, exercises, motivational messages and other contextual content associated with the user's current week, day, streak and recent activity. The current product experience includes Dr. Smith AI Coach, personalized meal guidance, a diabetes-friendly recipe library with more than 43 recipes, daily activity and wellness tasks, progress dashboards, metric tracking, community features and gamified engagement tools such as points, streaks, leaderboards, a Daily Spin and a Wellness Garden. We are also building a broader agentic architecture in which specialized AI agents may perform or coordinate discrete functions such as conversational coaching, knowledge retrieval, pattern recognition, recommendation generation, engagement prompting and selected community-support workflows. In certain cases, structured context may be passed among these agents so that user-facing interactions remain coherent across sessions and across different surfaces of the platform, including experiences involving both AI systems and human community members. After the initial 56-day program, users transition into Lifetime Wellness Mode, which is intended to support maintenance, relapse prevention and longer-term consistency through ongoing recommendations, missions, recipes and challenges. Although our platform addresses blood sugar, energy, weight-management and related lifestyle goals, our consumer-facing offering is positioned as educational information and wellness support, not diagnosis, treatment or medical care. Users are advised to consult qualified healthcare professionals regarding medical conditions and before making medication, diet or exercise changes. **Revenue model and monetization** Our current product strategy emphasizes recurring digital revenue. As of the date of this report, the Done With Diabetes app is marketed with a seven-day free trial followed by a $29 per month subscription. Management believes this pricing model may support broad accessibility while also aligning our economics with longer-term user engagement, retention and lifetime value. Management also believes that, if successfully deployed, AI-enabled and agentic support workflows may improve the platform's ability to personalize member experiences without requiring a strictly one-to-one increase in human support resources. Historically, the Company also generated revenue from discrete digital wellness products, newsletters and nutritional supplements. While management may continue to evaluate complementary wellness offerings and adjacent monetization channels, our principal strategic focus is now on scaling the app-based subscription platform, strengthening the AI and agentic product layer and building a broader, repeatable technology foundation. In addition to direct-to-consumer subscriptions, we intend to pursue enterprise distribution and sponsored deployment opportunities. Depending on structure, enterprise revenue may in future include per-participant fees, contractual program access fees, implementation fees, reporting services or other recurring arrangements. Management believes that our combination of structured content, community workflows and AI-enabled, potentially agentic support may be relevant to organizations seeking scalable lifestyle programs without a fully labor-intensive coaching model. There can be no assurance as to the timing or scale of such enterprise relationships. **Market opportunity and customer segments** We currently focus on adults with type 2 diabetes, prediabetes and broader metabolic health challenges who are seeking structured, non-judgmental, lifestyle-first support. We also believe there is a commercial opportunity to make our platform available through institutional stakeholders seeking scalable engagement tools for the populations they serve, including employers, health plans, payers, provider organizations and pharmacy benefit managers. Beyond metabolic health, management believes the platform architecture may be extensible to additional chronic or habit-influenced conditions. As part of our DWX platform vision, we have publicly discussed possible future programs addressing heart disease and depression. Any expansion beyond our initial flagship program will depend on product development, regulatory considerations, market demand, capital availability and management priorities. See Figure 1 below for an illustration of this platform framework. | 2 | | | | | *Figure 1. Illustrative DWX platform architecture, showing the launched Done With Diabetes program and selected illustrative future program areas.* **Marketing and sales** Our consumer go-to-market model is digitally native. We use a mix of branded website traffic, educational content, search visibility, press coverage, social media, referrals, community engagement and performance marketing to attract prospective users to the Vynleads ecosystem and into our app onboarding flow. We believe the combination of educational content and product-led conversion is important because users evaluating metabolic health support often want both practical guidance and a trusted entry point before subscribing. Our website serves several complementary roles. It introduces the Company's positioning, describes the Done With Diabetes protocol, explains our technology, supports investor and enterprise messaging, and hosts an educational content hub intended to increase organic reach and trust. Users who choose to enroll are directed into the app environment, where account creation, onboarding, subscription selection and program engagement occur. Our enterprise strategy is relationship-driven and may involve longer sales cycles than direct-to-consumer acquisition. Prospective enterprise customers may evaluate us based on program quality, participant engagement, information security, reporting capabilities, cost-effectiveness, clinical alignment, compliance posture and implementation requirements. As a result, enterprise adoption may require product enhancements, administrative tooling and reporting workflows beyond the core consumer experience. **Competition** We operate in competitive and rapidly evolving markets. On the consumer side, we compete with digital health and wellness applications, nutrition and habit-tracking products, diabetes education services, weight-management platforms, coaching programs, general health content publishers and free online resources. On the enterprise side, we compete with broader wellness vendors, digital condition-management platforms, point solutions focused on metabolic health, and organizations that build internal support programs. We believe the principal bases of competition in our market are product clarity, personalization, agentic AI orchestration, continuity of support, user engagement, retention, brand trust, content quality, ease of use, affordability, outcomes storytelling, data privacy, enterprise readiness and the ability to serve users consistently between formal healthcare encounters. Many current and potential competitors have substantially greater financial, technical, marketing and organizational resources than we do. | 3 | | | | | **Information systems** Our business depends on a cloud-based digital platform and a combination of internally developed workflows and third-party technology services. Our platform architecture is designed to manage user accounts, profile and onboarding data, program enrollment, daily missions, recipes and meal guidance, community participation, AI chat sessions, progress tracking, subscriptions, administrative reporting and, over time, a broader orchestration layer for AI-enabled and agentic support. The user experience is organized around a structured data model that links each enrolled member to a personalized profile, a program phase, daily tasks and relevant engagement records such as metric entries, streaks, points, AI chat sessions and community activity. We believe this architecture supports consistent delivery of daily content, personalized prompts, habit reinforcement and future reporting capabilities for enterprise deployments, including organization-level provisioning and reporting. We also believe it provides the context needed for AI systems and specialized agents to remain aware of where a user is in the program and what support may be most relevant next. Our AI-enabled features, including Dr. Smith AI Coach and other automated engagement functions, rely on a combination of program content, onboarding inputs, user activity signals and model-driven response logic. We are also designing the platform to support specialized AI agents that may retrieve program knowledge, generate context-aware guidance, identify patterns in user behavior, surface recipes or daily missions, and support selected community and accountability workflows. In some cases, these agents may communicate with one another or pass structured context across workflows before interacting with the user. Management believes this architecture may improve responsiveness, personalization and scalability, but it also increases operational complexity and reliance on controls over data access, model behavior, tool use and third-party infrastructure. See Figure 2 below for an illustration of this agentic support architecture. *Figure 2. Illustrative agentic support architecture, showing Dr. Smith AI Coach, specialized AI-agent coordination and AI-to-human support pathways.* **Intellectual property** We rely on a combination of trademarks, copyrights, trade secrets, contractual restrictions, domain names, platform know-how and other proprietary rights to protect our business. Our brand portfolio includes Vynleads, Done With Diabetes, Lifestyle Blueprint and Dr. Smith AI Coach, together with related content libraries, workflows, educational materials, user experience design and software logic. Our continued success depends in part on our ability to maintain our brand reputation, protect the confidentiality of proprietary content and product designs, and operate without infringing the rights of others. We may not be able to prevent third parties from copying aspects of our brand, content or platform structure, particularly in online markets where content can be republished or imitated quickly. | 4 | | | | | **Government regulation** Our operations are subject to a variety of laws and regulations at the federal, state and local levels. These may include laws relating to consumer protection, advertising and marketing, automatic renewal and subscription practices, privacy and data security, electronic communications, intellectual property, payment processing, artificial intelligence, unfair or deceptive acts or practices, and online commerce. Because our products address wellness topics that are closely related to medical conditions, we must also consider how our claims, disclosures, content presentation and user experience may be interpreted by consumers, regulators, advertising platforms, distribution partners and enterprise counterparties. Our public materials emphasize that our consumer-facing offerings provide educational information and wellness support only and are not intended to diagnose, treat, cure or prevent disease. If regulators or counterparties disagree with our positioning or with the manner in which our content or features are presented, we could face scrutiny, claims or restrictions. As we pursue enterprise partnerships and broader platform capabilities, we may become subject to additional contractual, industry or regulatory expectations relating to privacy, cybersecurity, reporting, accessibility and the handling of health-related information. We may also need to adapt our processes as laws governing AI-enabled systems and digital wellness tools continue to evolve. **Employees** At March 24, 2026, we had one employee, including our chief executive officer. Given our current scale, we rely significantly on third-party service providers, consultants and technology partners for selected operational, development and support functions. **ITEM 1A. RISK FACTORS** **** An investment in our common stock involves a high degree of risk. You should carefully consider the following risk factors, together with the other information contained in this annual report. If any of the risks described below occur, our business, reputation, operating results, prospects and the value of our securities could be materially adversely affected. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business. Our transition to an app-based subscription and platform model may not succeed. Our current strategy depends on scaling the Done With Diabetes app as a recurring subscription product and, over time, expanding into a broader technology-enabled platform. This model is materially different from a historical emphasis on discrete wellness products and related offerings. We may not be able to acquire users cost-effectively, convert trial users into paying subscribers, retain users for the duration of the program, maintain engagement in Lifetime Wellness Mode or realize the operational leverage management expects from our AI-enabled and agentic workflows. If our subscription model does not achieve the growth, retention or operating leverage we expect, our business and prospects could be materially harmed. **Our business depends on sustained user engagement, retention and perceived relevance.**The value proposition of our platform depends on repeated use over time. Our current product experience includes onboarding, daily missions, meal guidance, dashboards, community participation, AI coaching and gamified features intended to reinforce adherence. If users do not find these features helpful, engaging, easy to use or worth the ongoing subscription price, they may cancel, become inactive or fail to recommend the product to others. Because our strategy is designed around recurring engagement rather than a single transaction, weak retention could have a disproportionate adverse effect on our growth and brand perception. **We operate in a highly competitive and rapidly evolving market.**We compete with digital wellness applications, metabolic health and diabetes support platforms, nutrition and habit-tracking products, coaching programs, large consumer health brands, free online resources and enterprise wellness vendors. Many current and potential competitors have significantly greater financial, technical, marketing and organizational resources than we do. Competitors may introduce products with broader distribution, stronger brands, more sophisticated technology, more substantial evidence packages, lower pricing or more favorable enterprise contracting terms. If we fail to differentiate our platform in a meaningful way, demand for our offerings could be limited. **Our enterprise strategy may involve long sales cycles, additional requirements and uncertain conversion.**We intend to market our platform not only to individual consumers but also to self-insured employers, health plans, payers, provider groups and pharmacy benefit managers. Enterprise opportunities may require lengthy evaluation cycles, pilot programs, security reviews, reporting capabilities, integration support, specialized contractual terms and additional compliance commitments. We may invest management time, development resources and external expenses in pursuit of enterprise opportunities that do not ultimately close or do not scale as expected. As a result, our enterprise strategy may take longer to develop and may be more costly than anticipated. | 5 | | | | | Our use of artificial intelligence, including agentic and agent-to-agent workflows, may expose us to product, legal and reputational risk. Our platform uses AI-enabled features, including Dr. Smith AI Coach and other automated engagement functions, to personalize guidance and user support. As we continue to develop agentic workflows, specialized AI agents may retrieve program content, exchange context, sequence recommendations or support community-related interactions. AI systems can produce inaccurate, incomplete, outdated, inconsistent or otherwise unsatisfactory outputs. They may also reflect biases, fail to account for user-specific context, or be used in ways we did not anticipate. In agentic environments, errors, inappropriate instructions, unsafe outputs or permission failures may be amplified when context is transferred across tools, models or agents, or when AI-mediated content appears inside a community experience. If users rely on AI-generated content they perceive to be misleading, harmful or inappropriate, or if regulators, partners or the public challenge our use of AI, our reputation, customer relationships and business prospects could be materially harmed. In addition, evolving laws and standards governing AI may increase our compliance burden or limit certain product features. **If we cannot appropriately substantiate, communicate or qualify claims regarding our platform, we could face regulatory and reputational harm.**Our website and public materials describe our platform as evidence-informed and focused on metabolic health, and our commercial success depends in part on how effectively we communicate user value, outcomes potential and product differentiation. Claims relating to wellness outcomes, engagement, retention, lifestyle improvement, cost savings or other benefits may be challenged by regulators, advertising platforms, enterprise buyers, competitors or consumers if they are viewed as insufficiently supported, misleading or not appropriately qualified. Even if claims are based on internal data or good-faith interpretation, disputes regarding substantiation or presentation could result in investigations, platform restrictions, negative publicity, litigation or reduced trust. **The regulatory environment applicable to digital wellness, subscription commerce, privacy and health-adjacent claims is evolving and may become more burdensome.**Our operations are subject to laws and regulations relating to consumer protection, subscriptions and automatic renewal, digital advertising, privacy and data security, intellectual property, payment processing, accessibility, online communications and health-related representations. Because our offerings address topics closely related to chronic conditions, there is a risk that regulators or counterparties could take a different view than we do regarding the scope of permissible claims, the boundary between wellness support and regulated medical activity, or the compliance obligations associated with particular features. Changes in law, regulation, enforcement priorities or platform policies could require us to modify product features, marketing practices, disclosures, pricing flows or data handling practices, any of which could increase our costs or limit our growth. **If our platform, systems or data are compromised, unavailable or exposed, our business could be materially harmed.**We collect and process personal information, profile data, engagement history, subscription records and health-related lifestyle information through our digital platform. Our business relies on cloud infrastructure, third-party software, payment processors and communications providers. A security incident, ransomware event, credential compromise, software vulnerability, insider misuse, vendor failure or significant service outage could disrupt operations, expose data, damage our brand, trigger legal or contractual claims, increase regulatory scrutiny and reduce user or partner confidence. Any significant cybersecurity or reliability event could materially adversely affect our business. We rely heavily on third-party service providers and external platforms. Important parts of our platform and commercial operations depend on third-party vendors for hosting, payments, analytics, communications, development tools, AI-enablement, model providers, search visibility and social distribution. We may have limited control over the performance, pricing, security, service continuity or policy decisions of these providers. If a critical vendor experiences downtime, increases prices, changes technical requirements, restricts our access, terminates services, alters content or advertising policies, or suffers its own cybersecurity incident, our product performance and customer acquisition could be adversely affected. Replacing key providers may be time-consuming, costly and disruptive. **Our business is dependent on a small number of key personnel and external support relationships.**At the date of this report, we have a very limited number of internal personnel and rely significantly on third-party consultants, contractors and service providers for selected operational, development, finance, marketing and support functions. Our ability to execute our strategy depends on the continued availability and performance of these individuals and organizations. The loss of key personnel, an inability to attract qualified external support, or disruption in important vendor relationships could delay product development, impair execution and weaken internal controls and oversight. Our DWX platform vision, broader agentic architecture and future condition-specific offerings may never be realized or may distract management. We have discussed a broader Done With, or DWX, platform vision under which the underlying personalization, AI support, agentic workflows and community framework may be extended to additional condition-aware programs, including publicly referenced areas such as heart disease and depression. These expansion opportunities remain subject to significant uncertainty, including product development, regulatory positioning, market acceptance, funding, staffing and partner demand. If we pursue new offerings or additional platform layers too aggressively, we may divert resources from our flagship product. If we do not successfully expand, the market may view our long-term platform narrative as unproven. **** | 6 | | | | | **ITEM 1B. UNRESOLVED STAFF COMMENTS** **** None.**** **ITEM 1C. CYBERSECURITY** **Risk Management and Strategy** Management has established policies and processes to identify, assess, mitigate and manage cybersecurity risks relevant to our digital platform and supporting operations. These risks include, among others, unauthorized access to user data, compromised credentials, application vulnerabilities, vendor failures, fraud, service outages, business interruption, compliance failures, community abuse, misuse of AI-enabled features and risks specific to agentic systems such as model misuse, prompt injection, inappropriate tool invocation or unintended data exposure across workflows. Cybersecurity considerations are incorporated into our broader risk management processes and into our evaluation of important third-party service providers. Given the Company's size and stage, our cybersecurity program is designed to be risk-based and to focus on the systems and vendors most material to the operation of our platform. We seek to apply commercially reasonable safeguards to protect account, profile, billing and health-related lifestyle data, including access controls, authentication procedures, vendor oversight, change management, backup practices and incident response planning. As our platform incorporates more AI-enabled and agentic functionality, we also consider controls around model access, tool permissions, data flow design and separation of user context across workflows. Because we rely on third-party infrastructure and software providers for important elements of hosting, payments, communications, development and AI enablement, our overall cybersecurity posture also depends in part on the controls and resilience of those providers. We periodically review cybersecurity risks associated with application development, user authentication, vendor dependence, data flows, administrative access and the interaction between application services, models, agents and community features. We may also engage outside technical resources and service providers to support selected cybersecurity, infrastructure and monitoring activities. As of the date of this report, we have not experienced any cybersecurity incidents that have materially affected us, including our business strategy, results of operations or financial condition. For risks related to cybersecurity threats, see Item 1A, 'Risk Factors.' **Governance** Our Board of Directors is responsible for overseeing the Company's strategic risk exposure, including material cybersecurity risk. Day-to-day responsibility for cybersecurity risk management rests with executive management, which, given our current scale, oversees these matters directly with support from relevant third-party technology and service providers. Management reports cybersecurity matters to the Board as appropriate, including significant risks, material incidents, vendor issues and remediation priorities. **ITEM 2. PROPERTIES** We do not own any real estate or other properties. Our principal executive office is located at 596 Herrons Ferry Road, Suite 301, Rock Hill, South Carolina 29730, and our digital platform is operated through third-party hosting and software infrastructure providers. **ITEM 3. LEGAL PROCEEDINGS** In 2016 we engaged a third party to provide certain promotional services to us in connection with our business, including the use of his name and appearance, under the terms of a five-year agreement. As compensation, we agreed to use our commercially reasonable efforts to promote and sell a book authored by him and to pay him, as a royalty, a percentage of the sales of the book, after deductions for all direct costs of fulfilling such sales. During 2017 the third party initiated a series of informal claims and filed unauthorized uniform commercial code (UCC) financing statements in several states against us and certain of our officers, directors, and founders, alleging non-payment of the royalty amounts. We dispute all claims by the third party and believe that all royalty amounts due him have been paid in full. We are no longer selling the book authored by him. We have succeeded in removing certain of the UCC liens and we are pursuing actions to remove the remaining unauthorized UCC lien. **ITEM 4. MINE SAFETY DISCLOSURES** Not Applicable. | 7 | | | | | **PART II** **ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES** **Market Information** Our common stock is traded but the market is limited and sporadic. It is listed on OTCQB with the symbol of VYND. As of March 24, 2026 the price is $0.43 **Holders** We have 51 stockholders of record holding 18,327,364 shares of our common stock as of March 24, 2026. **Dividends** We have not declared dividends on our common stock and do not anticipate paying dividends on our common stock in the foreseeable future. We anticipate that any funds available for payment of dividends will be re-invested into the Company to further its business strategy. **Recent Sales of Unregistered Securities** ** *None.* **Issuer Purchase of Securities** **** *None***** **ITEM 6. SELECTED FINANCIAL DATA** Not applicable to smaller reporting companies. **ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.** The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Our audited financial statements are stated in United States Dollars and are prepared in accordance with the United States Generally Accepted Accounting Principles. Managements Discussion and Analysis of Financial Condition and Results of Operations included in this report discusses the Companys financial condition and results of operations as of and for 2025 and 2024. **Results of Operations** The Company has incurred losses since inception resulting in an accumulated deficit of $3,040,596 as of December 31, 2025. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation. We will require additional capital to meet our short and long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity securities. | 8 | | | | | *Fiscal year ended December 31, 2025 compared to the year fiscal ended December 31, 2024* *Revenues* Revenues for 2025 were $0, a decrease of $0, or 0%, from $0 in 2024. *Costs and Expenses* Total costs and operating expenses increased 8,079, or 3.38%, in $247,318 in 2025 from $239,239 in 2024. The increase in operating costs and expenses was due to an increase in back office support as operations begin to ramp up. Cost of revenue decreased $8,394, or 56.36%, to 6,499 in 2025 compared to $14,893 in 2024. Our cost of revenue includes the cost of the supplements we sell as well as shipping and handling costs for shipments to customers, merchant processing fees, call center support, and order processing. Selling, general and administrative expenses increased $16,473 or 7.34%, to $240,819 in 2025 from $224,346 in 2024. The increase in SG&A is principally attributable to increases in consulting and accounting expenses, legal expenses, office expenses and general expenses.This was offset by a decrease in interest expense from the prior year due to a large portion of debt being converted to equity in FY 2024. *Net Loss* Our net loss for the year ended December 31, 2025 was $255,066 compared to $261,192 for the year ended December 31, 2024. **Liquidity and capital resources** Liquidity is the ability of a company to generate sufficient cash to satisfy its needs for cash. The following table summarizes our total current assets, total current liabilities and working capital deficit at December 31, 2025 as compared to December 31, 2024. | | | December 31, 2025 | | | December 31, 2024 | | | | | | | | | | | | | Total current assets | | $ | 53,709 | | | $ | 87,203 | | | | Total current liabilities | | $ | 406,140 | | | $ | 314,568 | | | | Working capital deficit | | $ | (352,431 | ) | | $ | (227,365 | ) | | The reduction in total current assets between the periods primarily reflects a reduction in cash and prepaid expense. The increase in total current liabilities reflects an increase in notes payable, accounts payable, and accrued expenses. We do not have any capital commitments and do not have any external sources of working capital available. | 9 | | | | | **Going concern and managements liquidity plans** We have experienced recurring operating losses and negative operating cash flows, and have financed our recent working capital requirements primarily through the issuance of notes payable. During the years ended December 31, 2025 and 2024, we have reported net losses of $255,066 and $261,192, respectively. As of December 31, 2025, our working capital was a deficit of $352,431, our accumulated deficit was $3,040,596, and we had negative cash flows from operations of $108,860. These factors, among others, raise substantial doubt about our ability to continue as a going concern. Our Financial Statements do not include any adjustments that might result from the outcome of this uncertainty. The accompanying Financial Statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. There are no assurances we will be successful in our efforts to report profitable operations or to continue as a going concern, in which event investors would lose their entire investment in our company. Our ability to continue to grow our business is dependent upon our ability to raise additional sufficient capital to fund our operating expenses, including advertising, until such time, if ever, that we are able to report profitable operations, as well as for our short-term and long-term growth plans. We do not generate operating income and we are presently relying on cash we receive from bridge loans to pay our operating expenses. Our management estimates that we require approximately $5,500,000 in additional working capital during the next 12 months in order to meet our current business objectives, including the development of new indicators for our Lifestyle Blueprint platform, the addition of print versions of our DWD Protocol, expanding our supplement product line and additional subscription content offerings for our customers. This additional working capital is also necessary to fund increases in our advertising and marketing costs, costs associated with the development of additional infrastructure to support our expected growth, as well as funds to pay our operating expenses and general working capital. We currently do not have any firm commitments to provide any additional capital to us. There are no assurances we will be successful in securing the additional capital necessary to grow our company and pay our operating expenses. Any delay in raising sufficient funds could adversely impact our ability to continue to increase our revenues in future periods. In addition, if we are unable to raise the necessary additional working capital, we may be forced to reduce certain operating expenses in an effort to conserve our working capital which will adversely impact our revenues and results of operations in future periods and there are no assurances we could continue as a going concern. **Summary of cash flows** | | | December 31, 2025 | | | December 31, 2024 | | | | | | | | | | | | | Net cash used in operating activities | | $ | (108,860 | ) | | $ | (112,390 | ) | | | Net cash provided by investing activities | | $ | | | | $ | | | | | Net cash provided by financing activities | | $ | 84,500 | | | $ | 166,865 | | | The decrease in cash used in our operating activities in 2025 as compared to 2024 is due to a decrease in accounts payable and decrease in the holdback receivable. There was no net cash provided by or used in investing activities during 2025 and 2024. Net cash provided by financing activities during 2025 and 2024 reflects proceeds from notes payable from two investors and proceeds from the issuance of common stock. **Commitments and Contingencies** Information regarding our Commitments and Contingencies is contained in Note 8 to the Financial Statements. **** | 10 | | | | | **Off-Balance Sheet Arrangements** We have not entered any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to investors. **Critical Accounting Policies and Estimates** Our financial statements have been prepared in conformity with U.S. GAAP and are based upon certain critical accounting policies. These policies may require management to make estimates, judgments and assumptions that we believe are reasonable based on our historical experience, contract terms, observance of known trends in our Company and the industry as a whole, and information available from other outside sources. Our estimates affect the reported amounts of assets and liabilities and related disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reporting period. Actual results may differ from those initial estimates. Our significant accounting policies are more fully described in Note3 of the Financial Statements. *Revenue recognition* Our product revenues are generated through online channels, in which customers provide their credit and/or debit cards for processing payments to purchase our products and services. The credit cards go through various checks and balances to ensure these are valid charges. We use our judgment in various ways including: that the payment is valid if it is approved by the various credible checks in place by the online banking systems, we have engaged with to complete each transaction. In some cases, the banking partners in place will address charges as invalid or fraudulent, due to a lost credit card, or related, and can redress payments issued for up to 12 months or longer. These adjustments are typically done via chargebacks. Every transaction is tracked, but we are unable to ever completely verify a valid transaction. Beyond that, there are also estimated elements of when a consumer changes their mind on sale transactions and leveraging their banking relationships to chargeback the transaction. (Also known as friendly fraud in the space.) In addition to these elements and judgements, there is the case of all of our products having a 60-day money-back guarantee. In some cases, customers will take advantage of this system to use our digital services and products for 1-59 days, then decide to request a refund. As these and future events and their effects of these revenue-impacting elements cannot be determined with complete precision, actual results could differ from these estimates and assumptions, and those differences could be material to the Financial Statements. *Holdback Receivables* Since a primary source of our income is generated through online channels, in which a merchant account and merchant bank relationship is developed, we naturally must account for holdback receivables. These merchant banks require holdbacks, based on the level of risk associated to a specific business or merchant account. In our case, to ensure we can continue processing credit/debit card sales online, our merchant bank requires them to holdback a percentage of that receivable money as a guarantee. The money they hold back is held in their accounts as a reserve. They are able to hold a percentage of our monies based on our receivables. We use our judgment in various ways including: we believe the merchant bank will honor their agreement, and release funds based on what is agreed upon in our merchant agreement. We also believe they will continue to operate as expected and allow us to process sales and transactions accordingly. We also expect our partner merchant bank to be truthful and honorable should we close our accounts and request our monies to be released, in which they are able to hold those funds for upwards of 12 months to cover refunds, chargebacks, and related processing fees. As these and future events and their effects of these holdback receivable elements cannot be determined with complete precision, actual results could differ from these estimates and assumptions, and those differences could be material to the Financial Statements. *Income Taxes* The provision for income taxes includes federal, state, local and foreign taxes. Income taxes are accounted for under the liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences of temporary differences between the financial statement carrying amounts and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which the temporary differences are expected to be recovered or settled. We evaluate the realizability of our deferred tax assets and establish a valuation allowance when it is more likely than not that all or a portion of deferred tax assets will not be realized. | 11 | | | | | **ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.** Not applicable to smaller reporting companies. **ITEM8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.** **TABLE OF CONTENTS** | | Page No. | | | | | | | Report of Independent Registered Public Accounting Firm (PCAOB ID #3523) | 12 | | | | | | | Report of Independent Registered Public Accounting Firm (PCAOB ID #5036) | 14 | | | | | | | Balance Sheets at December 31, 2025 and 2024 | 15 | | | | | | | Statements of Operations for the Years Ended December 31, 2025 and 2024 | 15 | | | | | | | Statements of Stockholders Deficit for the Years Ended December 31, 2025 and 2024 | 16 | | | | | | | Statements of Cash Flows for the Years Ended December 31, 2025 and 2024 | 17 | | | | | | | Notes to the Financial Statements for the Years Ended December 31, 2025 and 2024 | 18 | | | 12 | | | | | * REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Vynleads, Inc. Opinion on the Financial Statements We have audited the accompanying balance sheet of Vynleads, Inc. (the Company) as of December 31, 2025, and the related statements of operations, stockholders deficit, and cash flows for the year ended December 31, 2025, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. **Explanatory Paragraph Going Concern** The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has experienced recurring operating losses since inception, negative cash flows from operations and has financed its recent working capital requirements primarily through the issuance of debt. These factors raise substantial doubt about the Company's ability to continue as a going concern. Managements plans in regard to these matters are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on the Companys financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to | 13 | | | | | Vynleads, Inc. Page **2** of **2** those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters. Stephano Slack LLC /s/ Stephano Slack LLC We have served as the Companys auditor since 2025. Wayne, Pennsylvania March 31, 2026 | 14 | | | | | | | | REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Vynleads, Inc. Opinion on the Financial Statements We have audited the accompanying balance sheet of Vynleads, Inc. (the Company) as of December 31, 2024, and the related statements of operations, stockholders deficit and cash flows for the year ended December 31, 2024, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. Explanatory Paragraph Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has experienced recurring operating losses since inception and negative cash flows from operations and has financed its recent working capital requirements primarily through the issuance of debt. These factors raise substantial doubt about the Company's ability to continue as a going concern. Managements plans in regard to these matters are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on the Companys financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. Critical Audit Matters The critical audit matters to be communicated below, are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements taken as a whole and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. We did not identify critical audit matters that need to be communicated. | | | | | Assurance Dimensions, LLC | | | Assurance Dimensions | | | | Coral Springs, Florida | | | March 24, 2025 | | | | | | | | 13 | | | | | **Vynleads, Inc.** **Balance Sheets** | | | | | | | | | | | | December 31, 2025 | | | December 31, 2024 | | | | | | | | | | | | | ASSETS | | | | | | | | | | | Current Assets: | | | | | | | | | | | Cash | | $ | 44,628 | | | $ | 68,988 | | | | Accounts receivable | | | | | | | | | | | Holdback receivable from merchant, net of reserve for refunds of $0 and $58, respectively | | | | | | | 9,434 | | | | Prepaid expenses and other current assets | | | 9,081 | | | | 8,781 | | | | Total current assets | | | 53,709 | | | | 87,203 | | | | Total assets | | $ | 53,709 | | | $ | 87,203 | | | | | | | | | | | | | | | LIABILITIES AND STOCKHOLDERS' DEFICIT | | | | | | | | | | | Current Liabilities: | | | | | | | | | | | Accounts payable and accrued expenses | | $ | 240,818 | | | $ | 233,800 | | | | Notes payable | | | 165,322 | | | | 80,768 | | | | Notes payable related party | | | | | | | | | | | Total current liabilities | | | 406,140 | | | | 314,568 | | | | Total liabilities | | | 406,140 | | | | 314,568 | | | | | | | | | | | | | | | Commitments and contingencies (See Note 8) | | | | | | | | | | | | | | | | | | | | | | Stockholders' deficit: | | | | | | | | | | | Preferred stock; $0.0001 par value; 5,000,000 shares authorized, no shares issued and outstanding, respectively | | | | | | | | | | | Common stock, $0.0001 par value, 50,000,000 shares authorized, 18,327,364 shares issued and outstanding as of December 31, 2025 and December 31, 2024 | | | 1,833 | | | | 1,833 | | | | Additional paid-in capital | | | 2,686,332 | | | | 2,556,332 | | | | Accumulated deficit | | | (3,040,596 | ) | | | (2,785,530 | ) | | | Total stockholders' deficit | | | (352,431 | ) | | | (227,365 | ) | | | | | | | | | | | | | | Total liabilities and stockholders' deficit | | $ | 53,709 | | | $ | 87,203 | | | The accompanying notes are an integral part of these financial statements. | 14 | | | | | **Vynleads, Inc.** **Statements of Operations** **For the years ended December 31, 2025 and December 31, 2024** | | | | | | | | | | | | For the years ended December 31, | | | | | | 2025 | | | 2024 | | | | | | | | | | | | | Revenues, net of refunds and chargebacks | | $ | | | | $ | | | | | | | | | | | | | | | | Cost and Expenses | | | | | | | | | | | Cost of revenue | | | 6,499 | | | | 14,893 | | | | Gross Loss | | $ | (6,499 | ) | | $ | (14,893 | ) | | | | | | | | | | | | | | Operating Expenses | | | | | | | | | | | Selling, general and administrative expense | | | 240,819 | | | | 224,346 | | | | Total Operating Expenses | | | 240,819 | | | | 224,346 | | | | | | | | | | | | | | | Loss from Operations | | | (247,318 | ) | | | (239,239 | ) | | | | | | | | | | | | | | Other Income (Expense) from operations | | | | | | | | | | | Gain on settlement of credit card liability | | | | | | | 4,717 | | | | Interest expense | | | (5,045 | ) | | | (24,055 | ) | | | Net Loss before provision for income taxes | | | (252,363 | ) | | | (258,577 | ) | | | | | | | | | | | | | | Income Taxes | | | (2,703 | ) | | | (2,615 | ) | | | | | | | | | | | | | | NET LOSS | | $ | (255,066 | ) | | $ | (261,192 | ) | | | | | | | | | | | | | | NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS: BASIC AND DILUTED: | | $ | (0.01 | ) | | $ | (0.02 | ) | | | | | | | | | | | | | | WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING: BASIC AND DILUTED | | | 18,327,364 | | | | 12,785,055 | | | **** The accompanying notes are an integral part of these financial statements. | 15 | | | | | **Vynleads, Inc.** **Statements of Stockholders' Deficit** **For the Years Ended December 31, 2025 and 2024** | | | | | | | | | | | | | | | | | | | | | Common Stock | | | Additional Paid-In | | | Accumulated | | | Total Stockholders' | | | | | | Shares | | | Amount | | | Capital | | | Deficit | | | Deficit | | | | | | | | | | | | | | | | | | | | | | Balance at December 31, 2023 | | | 11,599,830 | | | $ | 1,160 | | | $ | 1,754,252 | | | $ | (2,524,338 | ) | | $ | (768,926 | ) | | | In Kind Contribution of Services | | | | | | | | | | | 130,000 | | | | | | | | 130,000 | | | | Issuance of common stock for cash | | | 1,000,000 | | | | 100 | | | | 99,900 | | | | | | | | 100,000 | | | | Conversion of convertible debt to common stock | | | 5,727,534 | | | | 573 | | | | 572,180 | | | | | | | | 572,753 | | | | Net Loss | | | | | | | | | | | | | | | (261,192 | ) | | | (261,192 | ) | | | Balance at December 31, 2024 | | | 18,327,364 | | | $ | 1,833 | | | $ | 2,556,332 | | | $ | (2,785,530 | ) | | $ | (227,365 | ) | | | In Kind Contribution of Services | | | | | | | | | | | 130,000 | | | | | | | | 130,000 | | | | Net Loss | | | | | | | | | | | | | | | (255,066 | ) | | | (255,066 | ) | | | Balance at December 31, 2025 | | | 18,327,364 | | | $ | 1,833 | | | $ | 2,686,332 | | | $ | (3,040,596 | ) | | $ | (352,431 | ) | | The accompanying notes are an integral part of these financial statements. | 16 | | | | | **Vynleads, Inc.** **Statements of Cash Flows** **For the years ended December 31, 2025 and 2024** | | | | | | | | | | | | For the Years Ended December 31, | | | | | | 2025 | | | 2024 | | | | | | | | | | | | | Cash flows from operating activities: | | | | | | | | | | | Net loss | | $ | (255,066 | ) | | $ | (261,192 | ) | | | Adjustments to reconcile net loss to net cash flows used in operating activities | | | | | | | | | | | In kind contribution of services | | | 130,000 | | | | 130,000 | | | | Gain on settlement of credit card liability | | | | | | | (4,717 | ) | | | Changes in operating assets and liabilities and other, net | | | 16,206 | | | | 23,519 | | | | Net cash flows used in operating activities | | | (108,860 | ) | | | (112,390 | ) | | | | | | | | | | | | | | Cash flows from financing activities: | | | | | | | | | | | Proceeds from notes payable | | | 85,000 | | | | 70,000 | | | | Repayment of notes payable | | | (500 | ) | | | (3,135 | ) | | | Proceeds from issuance of common stock | | | | | | | 100,000 | | | | Net cash flows provided by financing activities | | | 84,500 | | | | 166,865 | | | | | | | | | | | | | | | Net increase (decrease) in cash | | | (24,360 | ) | | | 54,475 | | | | Cash at beginning of year | | | 68,988 | | | | 14,513 | | | | Cash at end of year | | $ | 44,628 | | | $ | 68,988 | | | | | | | | | | | | | | | Supplemental disclosure of cash flow information: | | | | | | | | | | | Income taxes paid | | $ | 2,703 | | | $ | 2,615 | | | | Interest paid | | $ | 5,045 | | | $ | 24,055 | | | | | | | | | | | | | | | Supplemental disclosure of non-cash investing and financing activities: | | | | | | | | | | | Non-cash Conversion of notes payable and accrued interest to common stock | | $ | | | | $ | 572,180 | | | The accompanying notes are an integral part of these financial statements. | 17 | | | | | **VYNLEADS, INC.** **NOTES TO FINANCIAL STATEMENTS** **FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024** **1. Business** Vynleads, Inc. (Vynleads) was incorporated as a Delaware corporation on July 15, 2015. We are a provider of health and wellness information principally targeted to people who are pre-diabetic or who have type 2 diabetes. We provide information to our customers who are seeking to make healthy choices by providing clear, generic blueprints, education, resources, and support. Our core product is our proprietary Lifestyle Blueprint, a digital guide that provides dietary recommendations for a very low calorie eight-week diet together with information focusing on what, how and how much a person eats, nutritional information and how a persons body does and does not use food to enable our customers to continue leading a more successful lifestyle. We also offer nutritional supplements and monthly subscriptions to our proprietary newsletter which covers a wide variety of healthy living-related topics. Our corporate headquarters are located in Rock Hill, South Carolina. **2. Going Concern** Our financial statements have been presented on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. Since July 15, 2015, the date of our inception, we have experienced recurring operating losses and negative operating cash flows, and have financed our recent working capital requirements primarily through the issuance of debt. During the years ended December 31, 2025 and 2024, we have reported net losses of $255,066 and $261,192, respectively. As of December 31, 2025, our working capital deficit was $352,431, our accumulated deficit was $3,040,596, and we had cash used in operations of $108,860. As a result, management believes that there is substantial doubt about our ability to continue as a going concern. Despite our current sales, expense, cash flow projections, and aggregate cash and, we will require substantial funds to expand service and product offerings into additional areas, market and promote our services and product offerings; and develop and grow our infrastructure and corporate organization. Our capital requirements depend on numerous factors, including but not limited to our ability to generate sufficient revenues to pay our operating expenses. The Companys ability to continue as a going concern in the next twelve months is dependent on our ability to meet our current and projected obligations depends on our ability to generate sufficient sales and to control expenses and will require that we seek additional capital through private and/or public financing sources. There can be no assurances that we will achieve our forecasted financial results or that we will be able to raise additional capital to operate our business. Any such failure would have a material adverse impact on our liquidity and financial condition and could force us to curtail or discontinue operations entirely and could require us to file for protection under bankruptcy laws. These conditions raise substantial doubt as to our ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome from this uncertainty. **3. Summary of Critical Accounting Policies** Accounting Principles* The financial statements and accompanying notes are prepared in accordance with U.S. generally accepted accounting principles (GAAP). *Use of Accounting Estimates* The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. We believe that judgment is involved in determining our reserve for refunds, our holdback reserve, and valuation of stock-based compensation. We evaluate our estimates and assumptions as facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ from these estimates and assumptions, and those differences could be material to the Financial Statements. | 18 | | | VYNLEADS, INC.NOTES TO FINANCIAL STATEMENTSFOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 | | Cash Cash includes cash on hand, is deposited at one area bank and may exceed federally insured limits at times. We consider all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The carrying amounts reported in the balance sheets for cash and cash equivalents approximate their fair value. *Holdback Receivable* Holdback receivable includes a merchant holdback net of a reserve for returns, which reserve is $0 and $58 as of December 31, 2025 and 2024, respectively. The Holdback receivable was reimbursed to the Company as of December 31, 2025 as the Company will no longer use the vendor to minimize merchant fees. Upon product re-launch, the Company will select a new vendor. *Revenue Recognition* The Company accounts for revenue in accordance with Accounting Standard Codification (ASC) Topic 606. Revenues are recognized when the Company satisfies a performance obligation by transferring control of the promised goods or services to our customers at a point in time, in an amount specified in the contract with our customer and that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company also assesses our customers ability and intention to pay, which is based on a variety of factors including our customers historical payment experience and financial condition. We generate revenues primarily from (i) internet content subscriptions and (ii) sales of nutritional supplements. Revenues are recognized upon the acceptance of subscription membership or shipment of nutritional supplements, provided that an order has been received or a contract executed, there are no uncertainties regarding customer acceptance, the sales price is fixed or determinable and collection is deemed reasonably assured. If uncertainties regarding customer acceptance exist, we recognize revenues when those uncertainties are resolved, and title has been transferred to the customer. Amounts collected or billed prior to satisfying the above revenue recognition criteria are recorded as deferred revenue. There was no revenue for the year ended December 31, 2025 and 2024. *Shipping and Handling Costs* We include shipping and handling fees billed to customers as revenue and shipping and handling costs for shipments to customers as cost of revenue. *Loss Per Share* Basic loss per common share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted loss per common share is based upon the weighted-average common shares outstanding during the period plus additional weighted-average common equivalent shares outstanding during the period. Common equivalent shares result from the assumed exercise of outstanding stock options and warrants, the proceeds of which are then assumed to have been used to repurchase outstanding common stock using the treasury stock method. In addition, the numerator is adjusted for any changes in income (loss) that would result from the assumed conversion of potential shares. Potentially dilutive shares, which were excluded from the diluted loss per share calculations because the effect would be antidilutive or the options and warrants exercise prices were greater than the average market price of the common shares, were 100,000 shares for the years ended December 31, 2025 and 2024. | 19 | | | VYNLEADS, INC.NOTES TO FINANCIAL STATEMENTSFOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 | | *Income Taxes* The provision for income taxes includes federal, state, local and foreign taxes. Income taxes are accounted for under the liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences of temporary differences between the financial statement carrying amounts and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which the temporary differences are expected to be recovered or settled. We evaluate the realizability of our deferred tax assets and establish a valuation allowance when it is more likely than not that all or a portion of deferred tax assets will not be realized. We account for uncertain tax positions using a more-likely-than-not threshold for recognizing and resolving uncertain tax positions. The evaluation of uncertain tax positions is based on factors including, but not limited to, changes in tax law, the measurement of tax positions taken or expected to be taken in tax returns, the effective settlement of matters subject to audit, new audit activity and changes in facts or circumstances related to a tax position. We evaluate this tax position on a quarterly basis. We also accrue for potential interest and penalties, if applicable, related to unrecognized tax benefits in income tax expense. *Stock-Based Compensation* We account for stock-based instruments issued to employees and non-employees for services in accordance with Accounting Standard Codification (ASC) Topic 718. Stock-based compensation is measured at the grant date based on the estimated fair value of the award and is recognized as an expense over the requisite service period. Accordingly, the Black-Scholes option pricing model is utilized to derive an estimated fair value. The Black-Scholes pricing model requires the consideration of the following inputs for purposes of estimating fair value: | | the stock option exercise price; | | | | the expected term of the option; | | | | the grant date price of our common stock, which is issuable upon exercise of the option; | | | | the expected volatility of our common stock; | | | | the expected dividends on our common stock (we do not anticipate paying dividends in the foreseeable future); and | | | | the risk-free interest rate for the expected option term. | | Expected Dividends. We have never declared or paid any cash dividends on any of our capital stock and do not expect to do so in the foreseeable future. Accordingly, we use an expected dividend yield of zero to calculate the grant-date fair value of a stock option. Expected Volatility. The expected volatility is a measure of the amount by which our stock price is expected to fluctuate during the expected term of options granted. We determine the expected volatility solely based upon the historical volatility of our common stock over a period commensurate with the options expected term. We do not believe that the future volatility of our common stock over an options expected term is likely to differ significantly from the past. Risk-Free Interest Rate. The risk-free interest rate is the implied yield available on U.S. Treasury zero-coupon issues with a remaining term equal to the options expected term on the grant date. Expected Term. For option grants subsequent to the adoption of the fair value recognition provisions of the accounting standards, the expected life of stock options granted is based on the actual vesting date and the end of the contractual term. Grant Date Price of Common Stock. The closing market price of our common stock on the date of grant. ** | 20 | | | VYNLEADS, INC.NOTES TO FINANCIAL STATEMENTSFOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 | | ** *Fair Value of Financial Instruments* We follow Accounting Standards Codification 820-10 (ASC 820-10), *Fair Value Measurements and Disclosures,*for fair value measurements. ASC 820- 10 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The standard provides a consistent definition of fair value, which focuses on an exit price, which is 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. The standard also prioritizes, within the measurement of fair value, the use of market-based information over entity specific information and establishes a three-level hierarchy for fair value measurement based on the nature of inputs used in the valuation of an asset or liability as of the measurement date. The hierarchy established under ASC 820-10 gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under ASC 820-10 are described below: Level 1 - Pricing inputs are quoted prices available in active markets for identical investments as of the reporting date. As required by ASC 820-10, we do not adjust the quoted price for these investments, even in situations where we hold a large position and a sale could reasonably impact the quoted price. Level 2 - Pricing inputs are quoted prices for similar investments, or inputs that are observable, either directly or indirectly, for substantially the full term through corroboration with observable market data. Level 2 includes investments valued at quoted prices adjusted for legal or contractual restrictions specific to these investments. Level 3 - Pricing inputs are unobservable for the investment, that is, inputs that reflect the reporting entitys own assumptions about the assumptions market participants would use in pricing the asset or liability. Level 3 includes investments that are supported by little or no market activity. The carrying amounts of our cash, holdback receivable, prepaid expense and other current asset, accounts payable and accrued expenses approximate their fair values due to their short-term maturities as of December 31, 2025 and 2024. **4. Related Party Transactions** On March 16, 2021, the Company executed a note payable to Mr. Sergei Stetsenko, a member of our Board of Directors, in the amount of $15,000, interest accrues at 5% per annum, unsecured, and due after six months of execution, or the date in which the Company secures one million dollars in total investment capital, whichever occurs first. Mr. Sergei Stetsenko signed a conversion agreement effective October 31, 2024. The principal balance of $15,000 and accrued interest of $2,725 totaling $17,725 converted to 177,246 shares of common stock as of October 31, 2024. On June 23, 2023, the Company executed a note payable to Mr. Sergei Stetsenko, a member of our Board of Directors, in the amount of $25,000, interest accrues at 5% per annum, unsecured, and due after six months of execution, or the date in which the Company secures one million dollars in total investment capital, whichever occurs first. Mr. Sergei Stetsenko signed a conversion agreement effective October 31, 2024. The principal balance of $25,000 and accrued interest of $1,702 totaling $26,702 converted to 267,020 shares of common stock as of October 31, 2024. On June 14, 2018, we entered into an employment agreement with Mr. Mannine pursuant to which he was engaged to serve as our Chief Executive Officer. Mr. Mannines compensation includes a grant of 10 year options to purchase 100,000 shares of our common stock at an exercise price of $0.225 per share, which vested upon the effectiveness of the registration statement on December 7, 2018. On September 21, 2020, Mr. Mannine voluntarily agreed to cancel the employment agreement and waive all cash due and any related accruals. During the years ended December 31, 2025 and 2024, $130,000 and $130,000, respectively, is recorded as in-kind contribution of service provided by Mr. Mannine (See Note 10). | 21 | | | VYNLEADS, INC.NOTES TO FINANCIAL STATEMENTSFOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 | | **5. Income Taxes** For the year ended December 31, 2025 the provision for income taxes was $2,703. For the year ended December 31, 2024 the provision for income taxes was $2,573. Deferred tax assets have been reduced to an amount deemed recoverable from the use of loss carrybacks. As of December 31, 2025, we have net operating loss carryforwards of approximately $2.2 million. Our net operating loss carryforwards will be subject to annual limitations, as discussed above, which could reduce or defer the utilization of the losses as a result of an ownership change as defined in Section 382 of the Internal Revenue Code. Net operating losses of approximately $2.2 million will begin expiring in 2037. Income taxes amounted to less than the amounts computed by applying the U.S. Federal income tax rate of 21% to income (loss) before income taxes. The reasons for these differences are: | Schedule of income tax rate reconciliation | | | | | | | | | | | | | | | | | 2025 | | | 2024 | | | | | | Tax | | | Rate | | | Tax | | | Rate | | | | Taxes computed at statutory rate | | | | | | | | | | | | | | | | | | | Federal | | $ | (53,257 | ) | | | 21.00 | % | | $ | (54,682 | ) | | | 21.00 | % | | | State | | | (10,017 | ) | | | 3.95 | % | | | (10,285 | ) | | | 3.95 | % | | | Total taxes at blended statutory rate | | $ | 63,274 | ) | | | 24.95 | % | | $ | (64,967 | ) | | | 24.95 | % | | | Increase (decrease) resulting from: | | | | | | | | | | | | | | | | | | | Effect of tax rate change | | | | | | | 0.00 | % | | | | | | | 0.00 | % | | | Nondeductible expenses | | | 32,448 | | | | -12.79 | % | | | 32,448 | | | | -11.99 | % | | | Temp difference true up in NOL carryforward | | | 3,117 | | | | -1.23 | % | | | 1,396 | | | | -0.51 | % | | | State income tax refund | | | | | | | 0.00 | % | | | | | | | 0.00 | % | | | Other | | | | | | | 0.00 | % | | | | | | | 0.00 | % | | | Change in valuation allowance | | | 30,412 | | | | -14.02 | % | | | 33,696 | | | | -12.45 | % | | | Total income tax (benefit) expense | | $ | (2,703 | ) | | | -0.00 | % | | $ | (2,573 | ) | | | -0.00 | % | | | 22 | | | VYNLEADS, INC.NOTES TO FINANCIAL STATEMENTSFOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 | | The tax effect of significant components of our deferred tax assets and liabilities at December 31, 2025 and 2024, are as follows: | Schedule of deferred tax assets and liabilities | | | | | | | | | | | 2025 | | | 2024 | | | | Deferred tax assets: | | | | | | | | | | | Net operating loss carryforward | | $ | 549,942 | | | $ | 519,530 | | | | Non deductible liability | | | 3,884 | | | | | | | | Amortization of intangibles | | | 5,440 | | | | 6,272 | | | | Reserve for refunds | | | 16 | | | | 16 | | | | Stock compensation | | | 3,774 | | | | 3,774 | | | | Charitable contribution carryforward | | | 3,355 | | | | 3,355 | | | | Total deferred tax assets | | | 566,411 | | | | 532,947 | | | | Less: Valuation allowance | | | (566,411 | ) | | | (532,947 | ) | | | Net deferred tax assets | | $ | | | | $ | | | | In assessing the realizability of deferred tax assets, we consider whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. We consider the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. The change in the valuation allowance reflects an increase of $33,464 and $32,864 for the year ended December 31, 2025 and 2024. **6. Notes Payable** The following table summarizes notes payable as of December 31, 2025 and 2024: | Schedule of notes payable | | | | | | | | | | | | | | | | | | | Type | | Original Amount | | | Origination Date | | Maturity Date | | Annual Interest Rate | | | Balance at December 31, 2025 | | | Balance at December 31, 2024 | | | | Note Payable** (a) | | $ | 50,000 | | | 11/18/2019 | | 5/22/2020 | | | 5% | | $ | 50,000 | | | $ | 50,000 | | | | Note Payable** (b) | | $ | 27,000 | | | 05/20/2020 | | 4/20/2022 | | | 1% | | $ | 5,322 | | | $ | 5,768 | | | | Note Payable** (c) | | $ | 25,000 | | | 10/20/2022 | | 4/24/2023 | | | 5% | | $ | 25,000 | | | $ | 25,000 | | | | Note Payable (d) | | $ | 50,000 | | | 7/20/2025 | | 7/19/2027 | | | 5% | | $ | 50,000 | | | $ | | | | | Note Payable (e) | | $ | 35,000 | | | 12/9/2025 | | 12/9/2027 | | | 5% | | $ | 35,000 | | | $ | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Balance | | | | | | $ | 165,322 | | | $ | 80,768 | | | | | | | | | | | | Less current portion | | | | | | $ | (165,322 | ) | | $ | (80,768 | ) | | | | | | | | | | | Total long-term | | | | | | $ | | | | $ | | | | ** Currently in default | (a) | | On November 18, 2019, the Company executed a note payable to an individual in the amount of $50,000, interest accrues at 5% per annum, unsecured, and due after six months of execution, or the date in which the Company secures one million dollars in total investment capital, whichever occurs first. On May 14, 2020 $1,250 of accrued interest was paid. | | | 23 | | | VYNLEADS, INC.NOTES TO FINANCIAL STATEMENTSFOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 | | | (b) | | On May 5, 2020, the Company received loan proceeds in the amount of $27,000 from Bank of America (the Lender) under the Paycheck Protection Program (PPP). The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act (CARES Act), provides for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. The loan matures on April 20, 2022 and bears an interest rate of 1.00% fixed per annum, payable monthly commencing on October 20, 2020. The loan is forgivable if the proceeds are used for eligible purposes. We have used the entire loan amount for qualifying expenses and the forgiveness is pending the completion of the application. The Company received a $6,250 courtesy credit from the lender on September 15, 2021. As of December 31, 2023 and December 31, 2022, the loan balance was $8,833 and $14,529, respectively. The monthly payment beginning October 4, 2021 is $3,433. The Company has submitted the application for forgiveness of the PPP Loan in accordance with the terms of the CARES Act and are in discussions with Bank of America (the lender). During the loan forgiveness process, repayment is temporarily deferred for borrowers until the SBA remits the final loan forgiveness amount to the lender. If granted full forgiveness, Bank of America confirmed that interest and penalties would be removed along with the principal of the loan. | | | (c) | | On October 20, 2022, the Company executed a note payable to an individual in the amount of $25,000, interest accrues 5% per annum, unsecured, and due date one year after execution, or the date in the which the company seems one million in total investment capital, whichever occurs first. | | | (d) | | On July 20, 2025, the Company executed a note payable to an individual in the amount of $50,000, interest accrues 5% per annum, unsecured, and due date one year after execution, or the date in the which the company seems one million in total investment capital, whichever occurs first. | | | (e) | | On December 9, 2025, the Company executed a note payable to an individual in the amount of $35,000, interest accrues 5% per annum, unsecured, and due date one year after execution, or the date in the which the company seems one million in total investment capital, whichever occurs first. | | The Company had total accrued interest for notes payable of $20,559 and $15,568, as of December 31, 2025 and December 31, 2024, respectively. The Company had total interest expense of $5,045 and $24,055 for the year ended December 31, 2025 and December 31, 2024, respectively. | 24 | | | VYNLEADS, INC.NOTES TO FINANCIAL STATEMENTSFOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 | | **7. Commitments and Contingencies** *Contingencies* In April 2016, we entered into a Promotion and Royalty Agreement (the Agreement) with a consultant to obtain certain promotional services from him (the Promoter), including the use of his name and appearance. In consideration for the services rendered by the Promoter, we agreed to use commercially reasonable efforts to promote and sell a book authored by him (the Book) and to pay him a percentage of the sales of the Book after deductions for all direct costs of fulfilling such sales (the Royalty). During the course of 2017, the Promoter initiated a series of informal claims and filed unauthorized uniform commercial code financing statements (UCC Liens) in several states as liens against us and certain of our officers, directors, and founders, alleging non- payment for the Royalty amounts due under the Agreement. We dispute the Promoters claims and have determined that any and all amounts due to the Promoter under the Agreement have been paid in full. We have succeeded in removing certain of the UCC Liens and are pursuing action to remove the remaining unauthorized UCC Liens. We do not believe that the claims of the Promoter are valid in any respect. **8. Concentration of Credit Risk and Major Customers and Suppliers** There is no concentration risk for any of our customers or suppliers as of December 31, 2025 and 2024. **9. Stockholders Deficit** Our authorized capital stock consists of 50,000,000 shares of common stock, par value $0.0001 per share, and 5,000,000 shares of blank check preferred stock, par value $0.0001 per share. As of December 31, 2025 and 2024, there are 18,327,364 shares of common stock issued and outstanding, and 0 shares of preferred stock issued and outstanding at either date. *Contributed Capital* On September 21, 2020, Mr. Mannine voluntarily agreed to cancel his employment agreement and waive all cash due and any related accruals. The salary forgiven for the year ended December 31, 2025 and 2024 of $130,000 and $130,000 is treated as in-kind contribution of service and reflected as contributed capital in the financial statements (See notes 4). *Preferred Stock* Our board of directors, without further stockholder approval, may issue preferred stock in one or more series from time to time and fix or alter the designations, relative rights, priorities, preferences, qualifications, limitations and restrictions of the shares of each series. The rights, preferences, limitations and restrictions of different series of preferred stock may differ with respect to dividend rates, amounts payable on liquidation, voting rights, conversion rights, redemption provisions, sinking fund provisions and other matters. Our board of directors may authorize the issuance of preferred stock, which ranks senior to our common stock for the payment of dividends and the distribution of assets on liquidation. In addition, our board of directors can fix limitations and restrictions, if any, upon the payment of dividends on both classes of our common stock to be effective while any shares of preferred stock are outstanding. | 25 | | | VYNLEADS, INC.NOTES TO FINANCIAL STATEMENTSFOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 | | **10. Stock Option Plan** In December 2017 our board of directors adopted our 2017 Equity Incentive Plan, or the 2017 Plan. Our stockholders ratified the 2017 Plan in December 2017. The purpose of the 2017 Plan is to encourage ownership in our company by our officers, directors, employees and consultants, and to incentivize and align the interests of the plan participants with the interests of our stockholders. We have reserved 1,100,000 shares of our common stock for issuance under the 2017 Plan. Grants pursuant to the 2017 Plan may be: i) incentive stock options; ii) non-statutory stock options; iii) stock awards, including shares of our common stock and stock units; and iv) stock appreciation rights. The board of directors or a committee of the board of directors administers the 2017 Plan. Presently, the 2017 Plan is administered by our board of directors. The term of each plan option and the manner in which it may be exercised is determined by the board of directors or a committee of the board of directors, provided that no option may be exercisable more than 10 years after the date of its grant and, in the case of an incentive option granted to an eligible employee owning more than 10% of the common stock, no more than five years after the date of the grant. The terms of grants or any other type of award under the plan are determined by the board of directors or committee of the board of directors at the time of grant. The 2017 Plan provides that the maximum value of any award during any calendar year cannot exceed $1,000,000. Any option granted under the plan must provide for an exercise price of not less than 100% of the fair market value of the underlying shares on the date of grant, but the exercise price of any ISO granted under the 2017 Plan to an eligible employee owning more than 10% of our outstanding common stock must not be less than 110% of fair market value on the date of the grant. The 2017 Plan further provides that with respect to ISOs the aggregate fair market value of the common stock underlying the options which are exercisable by any plan participant during any calendar year cannot exceed $100,000. Option awards may provide for the exercise by means of cash, consideration received by us under a broker-assisted sale and remittance program, cashless exercise, any other consideration legally permitted, or a combination of the foregoing. The 2017 Plan administrator may also determine the method of payment of the exercise price at the time the option is being exercised. Grants under the 2017 Plan are not transferable. Generally, options which are exercisable at the date of the plan participants termination from our employment or severance of the relationship with our company must be exercised within three months of the termination date; the plan administrator may extend the exercise period of the option for a separated plan participant providing that the extended date does not go beyond the original expiration date of the option. Similarly, generally options which are exercisable at the date of the plan participants disability or death must be exercised within six months of the termination date in the event of the disability of the plan participant or 12 months following the plan participants death. In our discretion, any outstanding options held by a plan participant terminated for cause may be immediately canceled. In the event there is a change in control of our company as defined in the 2017 Plan, as determined by the board of directors or the committee, we may in our discretion: i) provide for the assumption or substitution of, or adjustment (including to the number and type of shares and exercise or purchase price applicable) to, each outstanding award; ii) accelerate the vesting of options and terminate any restrictions on stock awards; and/or iii) provide for termination of awards as a result of the change in control on such terms and conditions as it deems appropriate, including providing for the cancellation of awards for a cash or other payment to the participant. The number of shares of our common stock underlying any outstanding but unexercised option and the exercise price of that option will be proportionally adjusted in the event of a stock split, stock combinations, dividends, and similar corporate events. | 26 | | | VYNLEADS, INC.NOTES TO FINANCIAL STATEMENTSFOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 | | On June 14, 2018, pursuant to the employment agreement with Mr. Mannine, we issued 100,000 stock options with an exercise price of $0.225. Such options fully vest upon the effectiveness of a registration statement on Form S-1. We determined that the options had an initial fair value of $13,221. We estimated the fair value of these options using the Black-Scholes option pricing model, based on the following assumptions: the recent cash offering price of $0.225 as the estimated fair value of the underlying common stock at the valuation measurement date; no dividend yield for all of the years; expected volatility of 45%; risk-free interest rate of 2.2% and an expected life of 10 years. We amortized the fair value over the period from their issuance on June 14, 2018 through December 7, 2018, the date on which the registration statement was declared effective. As of December 31, 2025 and December 31, 2024, the intrinsic value for option outstanding and exercisable is $9,110 and $2,500, respectively. The intrinsic value is based on the share price as of December 31, 2025 and December 31, 2024. The following table summarizes information about stock options outstanding and exercisable as of as of December 31, 2025 and 2024: | Schedule of stock options outstanding and exercisable | | | | | | | | | | | | | | 2025 | | | | | | Options | | | Weighted Average Exercise Price | | | Weighted Average Contractual Life (In Years) | | | | Outstanding, January 1, 2024 | | | 100,000 | | | $ | 0.225 | | | | 4.46 | | | | Granted | | | | | | | | | | | | | | | Exercised | | | | | | | | | | | | | | | Forfeited | | | | | | | | | | | | | | | Expired | | | | | | | | | | | | | | | Outstanding, December 31, 2024 | | | 100,000 | | | $ | 0.225 | | | | 3.45 | | | | Exercisable, December 31, 2024 | | | 100,000 | | | $ | 0.225 | | | | 3.45 | | | | Granted | | | | | | | | | | | | | | | Exercised | | | | | | | | | | | | | | | Forfeited | | | | | | | | | | | | | | | Expired | | | | | | | | | | | | | | | Outstanding, December 31, 2025 | | | 100,000 | | | $ | 0.225 | | | | 2.45 | | | | Exercisable, December 31, 2025 | | | 100,000 | | | $ | 0.225 | | | | 2.45 | | | | Options available for future grant, end of year | | | 1,000,000 | | | | | | | | | | | | 27 | | | VYNLEADS, INC.NOTES TO FINANCIAL STATEMENTSFOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 | | **11. Segments** **** The Companys Chief Executive Officer, Alex Mannine, serves as the Chief Operating Decision Maker (CODM) and evaluates the financial performance of the business and makes resource allocation decisions on a consolidated basis. As a result, the Company operates as a single reportable segment under ASC 280, Segment Reporting, defined by the CODM as Consumer Goods. The Company's operations include marketing, e-commerce expenses, and purchasing and procurement, all of which are managed centrally. The CODM assesses financial performance based on revenue, operating profit, and key operating expenses as detailed below. | Schedule of operating profit and key operating expenses | | | | | | | | | | | December 31, 2025 | | | December 31, 2024 | | | | Revenue, net | | $ | | | | $ | | | | | Less: Cost of goods sold | | | 6,499 | | | | 14,893 | | | | Less: | | | | | | | | | | | Salaries, benefits and consultants | | | 130,000 | | | | 130,000 | | | | Other segment expenses (1) | | | 115,864 | | | | 113,684 | | | | Segment net loss | | | (252,363 | ) | | | (258,577 | ) | | | | | | | | | | | | | | Reconciliation of loss: | | | | | | | | | | | Other income, net | | | | | | | 4,717 | | | | Interest expense | | | (5,045 | ) | | | (24,055 | ) | | | Loss before income taxes | | $ | (247,318 | ) | | $ | (239,239 | ) | | **** | (1) | - other segment items included in Segment net loss include: professional fees, insurance, general and administrative expenses, depreciation, other income and interest expense. | | These expenses represent the key cost components reviewed by the CODM in assessing the Company's performance. The CODM evaluates income generated from the Companys assets using net income as a key metric. The CODM utilizes this measure to assess return on assets when making strategic decisions. As the Company operates as one reportable segment, total segment assets and total consolidated assets are effectively the same. As such, segment assets are equivalent to total consolidated assets as presented on the balance sheet and all significant accounting policies, major customers, and revenue-related disclosures required under GAAP are included elsewhere in the financial statements. | 27 | | | | | **ITEM9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.** None. **ITEM9A.CONTROLS AND PROCEDURES.** **Evaluation of Disclosure Controls and Procedures** Our management is responsible for establishing and maintaining adequate disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the Exchange Act), that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Our management has concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this Report to provide the reasonable assurance discussed above. **Management's Annual Report on Internal Control Over Financial Reporting** The Companys management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Securities Exchange Act Rule 13a-15(f). The Company carried out an evaluation under the supervision and with the participation of the Companys management, including the Companys Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Companys internal control over financial reporting. The Companys management used the framework in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations (COSO) to perform this evaluation. As a result of this assessment, management identified a material weakness in internal control over financial reporting. A material weakness is a control deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Companys annual or interim financial statements will not be prevented or detected on a timely basis. The identified material weakness is disclosed below: | | Due to the size of the Company and available resources, there are limited personnel to assist with the accounting and financial reporting function, which results in a lack of segregation of duties. | | As a result of the material weakness in internal control over financial reporting described above, management concluded that, as of December 31, 2025, the Companys internal control over financial reporting was not effective based on the criteria in*Internal Control Integrated Framework*issued by the COSO. Management notes that upon subsequent funding, the Company expects to have the available resources in order to hire additional personnel to expand the finance and accounting department in order to mitigate the material weakness noted above. This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. We were not required to have, nor have we, engaged our independent registered public accounting firm to perform an audit of internal control over financial reporting pursuant to the rules of the Securities and Exchange Commission that permit us to provide only managements report in this annual report. **Changes in Internal Control Over Financial Reporting** There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during 2025 other than noted above that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. **Attestation Report of Independent Public Accounting Firm** This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting because as a smaller reporting company we are not subject to attestation by our independent registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit us to provide only managements report in this annual report. **ITEM9B.OTHER INFORMATION.** **** During the Companys fourth quarter, no director or officer adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement. | 28 | | | | | **PART III** **ITEM10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE** The directors hold office until the next annual meeting of stockholders and until their successors are elected and qualified. Any director may resign his or her office at any time and may be removed at any time by the holders of a majority of the shares then entitled to vote. The Board of Directors appoints the executive officers, and the executive officers serve at the pleasure of the Companys Board of Directors. The directors and executive officers, their ages, positions held, and duration of such are as follows: | Name | | Age | | | Positions | | | Alex J. Mannine | | | 37 | | | Chief Executive Officer, Secretary, Director | | | | | | | | | | | | Sergei Stetsenko | | | 38 | | | Director | | *Alex J. Mannine.*Mr. Mannine has served as a member of our board of directors and our Chief Executive Officer since co-founding our company in July 2015. Prior to founding our company, Mr. Mannine was the founder of The Iron Wing, Inc., an independent news network focused on long-term investing, retirement planning and healthy living, from December 2014 through June 2015. From 2011 through December 2013, Mr. Mannine was initially a Director of Transmedia Operations of American Lantern Press and thereafter the Director of Digital User Experience at its MoneyMetals.com, a gold and silver bullion company. Mr. Mannine received his Bachelor of Arts in Web Design & Interactive Media from The Art Institute of Charlotte in 2010. Our board of directors has concluded that based upon Mr. Mannines specific experience, qualifications, attributes and skills as the co-founder of both our company and The Iron Wing, Inc., Mr. Mannine is serving as a member of the board of directors of our company. *Sergei Stetsenko*. Mr. Stetsenko, a co-founder of our company, has been a member of our board of directors since April 2016. Since 2008 Mr. Stetsenko has been the Chief Executive Officer of CRG, a Zug, Switzerland-based private venture capital investment company which invests in small and mid-sized companies in North America, Europe, Commonwealth of Independent States (CIS), Africa and Brazil. Since June 2017 he has served as a member of the board of directors of BlockchainK2 Corp. (TSXV: BITK), and since April 2017 he has served as a member of the board of directors of Greatbanks Resources Ltd. (TSXV: GTB). Our board of directors concluded that based upon his specific experience, qualifications, attributes and skills as the co-founder of our company and his senior executive positions with previous companies, Mr. Stetsenko is serving as a director of our company. **Family Relationships** There are no family relationships between any of our directors and/or executive officers. | 29 | | | | | **Involvement in Certain Legal Proceedings** To our knowledge, our directors and executive officers have not been involved in any of the following events during the past ten years: | 1. | any bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; | | | 2. | any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); | | | 3. | being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his involvement in any type of business, securities or banking activities or to be associated with any person practicing in banking or securities activities; | | | 4. | being found by a court of competent jurisdiction in a civil action, the SEC or the Commodity Futures Trading Commission to have violated a Federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; | | | 5. | being subject of, or a party to, any Federal or state judicial or administrative order, judgment decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of any Federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or | | | 6. | being subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization, any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. | | **Board Committees** We have not established any committees of our board of directors, including an audit committee, a compensation committee or a nominating committee, or any committee performing a similar function. The functions of those committees are being undertaken by the board of directors as a whole. Because we do not have any independent directors, we believe that the establishment of these committees would be more form than substance. Our securities are not quoted on an exchange that has requirements that a majority of our board members be independent, and we are not currently otherwise subject to any law, rule or regulation requiring that all or any portion of our board of directors include independent directors, nor are we required to establish or maintain an audit committee or other committees of our board of directors. Also, Mr. Stetsenko, one of our directors, is considered an "audit committee financial expert" within the meaning of Item 401(e) of Regulation S-K. **Code of Ethics** We have adopted a Code of Business Conduct and Ethics that applies to our President and Chief Executive Officer and Chief Operating Officer, and which will apply to our Chief Financial Officer or any other persons performing similar functions, if and when such positions are hired by us. This code provides written standards that we believe are reasonably designed to deter wrongdoing and promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships, and full, fair, accurate, timely and understandable disclosure in reports we file with the Securities Exchange Commission. | 30 | | | | | **ITEM11.EXECUTIVE COMPENSATION** The following table sets forth information concerning the compensation of our principal executive officer for the current reporting period is as follows: | Name and principal position | | Year | | | Salary ($) | | | Bonus ($) | | | Stock Awards ($) | | | Option Awards ($) | | | No equity incentive plan compensation ($) | | | Non-qualified deferred compensation earnings ($) | | | All other compensation ($) | | | Total ($) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Alex J. Mannine, | | | 2024 | | | | 130,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 130,000 | | | | Chief Executive Officer | | | 2025 | | | | 130,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 130,000 | | | **Employment Agreements or Arrangements** *Alex J. Mannine.*Mr. Mannines compensation has historically been determined by the board of directors of which he is a member. In June 2018, we entered into an employment agreement with Mr. Mannine pursuant to which he was engaged to serve as our Chief Executive Officer. The initial term of the agreement expires in June 2023, subject to successive automatic one-year renewals unless a non-renewal notice is received by either party at least 90 days prior to the expiration of the then current renewal term. Mr. Mannines compensation includes: | | an annual base salary of $130,000, subject to an annual review with an increase of at least 5% per annum as determined by the board of directors; | | | | an annual bonus as determined by the board of directors; | | | | a grant of 10-year options to purchase 100,000 shares of our common stock at an exercise price of $0.225 per share which vest upon the effectiveness of the registration statement; | | | | participation in all benefit plans we may offer our employees; and | | | | 20 paid vacation days annually. | | Mr. Mannine's employment agreement may be terminated, and he is entitled to certain payments upon such termination, as follows: | | if we should terminate Mr. Mannines employment without cause or if he should resign for good reason" or if a change of control occurs, we are obligated to pay him a lump-sum severance payment equal to the sum of three months base salary, plus one month for every year he was employed and 50% of three years annual bonus (based on the prior years compensation); | | | | if Mr. Mannines employment is terminated as a result of his death or disability, he is entitled to receive his base salary and a pro-rata annual bonus, if any, based on the year during which such termination is effective; or | | | | if we should terminate Mr. Mannine for cause, or if he voluntarily terminates the agreement, he is entitled to receive his base salary only through the date of termination, and he is not be entitled to any other compensation for the calendar year during which the termination occurs or any subsequent calendar period, including, but not limited to, any annual bonus, if any, that has not already been paid. | | The employment agreement with Mr. Mannine contains customary confidentiality, non-compete and indemnification clauses. On September 21, 2020, Mr. Mannine voluntarily agreed to cancel the employment agreement. During the years ended December 31, 2025 and 2024, Mr. Mannine voluntarily agreed to waive all cash due and any related accruals. The salary forgiven for the years ended December 31, 2025 and 2024 of $130,000 and $130,000 is treated as in-kind contribution of service and reflected as contributed capital in the financial statements. *Stanislav Bezusov*. We are not a party to an employment agreement with Mr. Bezusov and the compensation he is paid for his services which is in the form of consulting fees is determined by the board of directors. In 2025 and 2024, we paid Mr. Bezusov $0 and $0, respectively, in consulting fees. **** | 31 | | | | | **Outstanding equity awards at fiscal year-end** The following table provides information concerning unexercised options, stock that has not vested and equity incentive plan awards for each named executive officer outstanding as of December 31, 2025 : | | | OPTION AWARDS | | STOCK AWARDS | | | | Name | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | | | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | | | | Option Exercise Price ($) | | | Option Expiration Date | | Number of Shares or Units of Stock That Have Not Vested (#) | | | Market Value of Shares or Units of Stock That Have Not Vested ($) | | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) | | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | | | Alex J. Mannine | | 100,000 | | | | | | | | | | | 0.225 | | | 12/6/28 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | **Director Compensation** We have not paid any compensation to our directors as of December 31, 2025. Our board of directors has not adopted a director compensation policy. We did not compensate our directors for their services on the board during 2025 and 2024. **ITEM12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS** The following table sets forth information regarding beneficial ownership of our capital stock by: | | each person, or group of affiliated persons, known by us to beneficially own more than 5% of our common stock; | | | | each of our directors; | | | | each of our named executive officers; and | | | | our named executive officers, directors and director nominees as a group. | | The percentage ownership information in the table below is based on 18,327,364 shares of common stock outstanding as of March 15, 2026. Unless otherwise indicated, the business address of each person listed is in care of 596 Herrons Ferry Road, Suite 301, Rock Hill, South Carolina 29730. The percentages in the table have been calculated on the basis of treating as outstanding for a particular person, all shares of our common stock outstanding on that date and all shares of our common stock issuable to that holder in the event of exercise of outstanding options, warrants, rights or conversion privileges owned by that person at that date which are exercisable within 60 days of that date. Except as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of our common stock owned by them, except to the extent that power may be shared with a spouse. | | | | Common Stock | | | | Name and Address of Beneficial Owner | | | Shares | | | | % | | | | Alex J. Mannine(1) | | | 2,738,889 | | | | 14.9 | % | | | Eagle Wealth LTD | | | 1,875,684 | | | | 10.2 | % | | | WG Capital, LTD. | | | 2,956,417 | | | | 16.1 | % | | | Sergei Stetsenko | | | 1,500,000 | | | | 12.9 | % | | | All officers and directors as a group (three persons)(1)(2) | | | 5,660,941 | | | | 48.4 | % | | | (1) | The number of shares beneficially owned by Mr. Mannine includes 2,638,889 shares held of record by Bring Forth Good LLC, an entity over which has sole voting and dispositive control. The number of shares beneficially owned by Mr. Mannine include 100,000 shares of our common stock underlying a vested option exercisable at $0.225 per share, which expire on December 6, 2028. | | | 32 | | | | | The following table provides information as of December 31, 2025 about the Companys equity compensation plans. | | | Number of securities to be issued upon exercise of outstanding options, warrants and rights | | | Weighted average exercise price of outstanding options, warrants and rights | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | | | | | | | (a) | | | | (b) | | | | (c) | | | | Equity compensation plans approved by security holders | | | 100,000 | | | $ | 0.225 | | | | 1,000,000 | (1) | | | | | | | | | | | | | | | | | | Equity compensation plans not approved by security holders | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total | | | 100,000 | | | $ | 0.225 | | | | 1,000,000 | (1) | | | (1) | Shares issuable pursuant to the 2017 Equity Incentive Plan. | | **ITEM13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.** On September 21, 2020, Mr. Mannine voluntarily agreed to cancel the employment agreement and waive all cash due and any related accruals. The salary forgiven for the years ended December 31, 2025 and 2024 of $130,000 and $130,000 is treated as in-kind contribution of service and reflected as contributed capital in the financial statements. **Director Independence** We do not presently have any independent directors. **ITEM14.PRINCIPAL ACCOUNTING FEES AND SERVICES.** Assurance Dimensions served as our independent registered public accounting firm for 2025 and 2024. The following table shows the fees that were billed for the audit and other services provided by such firms for 2025 and 2024. | | | 2025 | | | 2024 | | | | Audit Fees | | $ | 36,565 | | | $ | 25,000 | | | | Audit-Related Fees | | | | | | | | | | | Tax Fees | | | | | | | | | | | All Other Fees | | | | | | | | | | | Total | | $ | 36,565 | | | $ | 25,000 | | | *Audit Fees* This category includes the audit of our annual financial statements, review of financial statements included in our Form 10-Q Quarterly Reports and services that are normally provided by the independent auditors in connection with engagements for those fiscal years. This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the review of interim financial statements. *Audit-Related Fees* This category consists of assurance and related services by the independent auditors that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under Audit Fees. The services for the fees disclosed under this category include fees related to our S-1 Registration Statement filed with the SEC. *Tax Fees* This category consists of professional services rendered by our independent auditors for tax compliance and tax advice. The services for the fees disclosed under this category include tax return preparation and technical tax advice. *All Other Fees* This category consists of fees for other miscellaneous items. Our Board of Directors has adopted a procedure for pre-approval of all fees charged by our independent auditors. Under the procedure, the Board approves the engagement letter with respect to audit, tax and review services. Other fees are subject to pre-approval by the Board, or, in the period between meetings, by a designated member of Board. Any such approval by the designated member is disclosed to the entire Board at the next meeting. The audit fees paid to the auditors with respect to 2024 and 2024 were pre-approved by the entire Board of Directors. | 33 | | | | | **PART IV** **ITEM15.EXHIBITS, FINANCIAL STATEMENT SCHEDULES.** The following exhibits are filed as part of this Annual Report. | | Exhibits: | | | | Exhibit | | | | IncorporatedbyReference | | Filedor Furnished | | | No. | | ExhibitDescription | | Form | | Date Filed | | Number | | Herewith | | | 19.1 | | Insider Trading Policy | | 10-K | | 3/24/2025 | | 19.1 | | | | | 31.1 | | Certification of Chief Executive Officer, principal executive officer, principal financial and accounting officer | | | | | | | | Filed | | | 32.1 | | Certification of Chief Executive Officer, principal executive officer, principal financial and accounting officer | | | | | | | | Filed | | | 101.INS | | XBRL Instance Document | | | | | | | | Filed | | | 101.SCH | | XBRL Taxonomy Extension Schema Document | | | | | | | | Filed | | | 101.CAL | | XBRL Taxonomy Extension Calculation Linkbase Document | | | | | | | | Filed | | | 101.DEF | | XBRL Taxonomy Extension Definition Linkbase Document | | | | | | | | Filed | | | 101.LAB | | XBRL Taxonomy Extension Label Linkbase Document | | | | | | | | Filed | | | 101.PRE | | XBRL Taxonomy Extension Presentation Linkbase Document | | | | | | | | Filed | | | 34 | | | | | **SIGNATURES** Pursuant to the requirements of Section13 or 15(d) 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. | | | | | | | Vynleads, Inc. | | | | | | | | | By: | /s/ Alex J. Mannine | | | | | Alex J. Mannine, Chief Executive Officer Dated: March 31, 2026 | | Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. | | | | | | | By: | /s/ Alex J. Mannine | | | | | Alex J. Mannine Chief Executive Officer, director, principal executive officer, principal financial and accounting officer Dated: March 31, 2026 | | | | | | | | | | | | | 35 | |