Company No: 12352065 (England and Wales)

Contents

• Company Information
• Accountants' Report
• Balance Sheet
• Notes to the Financial Statements

Directors	Meghan Davis (Appointed 04 April 2024)
	Peter Gamble
	Spencer Greenberg

Registered office	C/O Kreston Reeves Llp Nile House
	Nile Street
	Brighton
	BN1 1HW
	United Kingdom

Company number

12352065 (England and Wales)

Accountant	Kreston Reeves LLP
	Projects Nile House
	Nile Street
	Brighton
	BN1 1HW

In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of Mind Ease Labs Limited for the financial year ended 31 December 2024 which comprise the Balance Sheet and the related notes 1 to 10 from the Company’s accounting records and from information and explanations you have given us.

As a practising member firm of the Institute of Chartered Accountants in England and Wales (ICAEW), we are subject to its ethical and other professional requirements which are detailed at www.icaew.com/regulation.

It is your duty to ensure that Mind Ease Labs Limited has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and loss of Mind Ease Labs Limited. You consider that Mind Ease Labs Limited is exempt from the statutory audit requirement for the financial year.

We have not been instructed to carry out an audit or a review of the financial statements of Mind Ease Labs Limited. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory financial statements.

This report is made solely to the Board of Directors of Mind Ease Labs Limited, as a body, in accordance with the terms of our engagement letter dated 13 May 2024. Our work has been undertaken solely to prepare for your approval the financial statements of Mind Ease Labs Limited and state those matters that we have agreed to state to the Board of Directors of Mind Ease Labs Limited, as a body, in this report in accordance with ICAEW Technical Release 07/16 AAF. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than Mind Ease Labs Limited and its Board of Directors as a body for our work or for this report.

Kreston Reeves LLP
Chartered Accountants

Projects Nile House
Nile Street
Brighton
BN1 1HW

02 October 2025

	Note	2024		2023
		£		£
Fixed assets
Intangible assets	3	276,828		350,693
Tangible assets	4	1,396		3,458
		278,224		354,151
Current assets
Debtors	5	850		16,223
Cash at bank and in hand		134,141		31,629
		134,991		47,852
Creditors: amounts falling due within one year	6	( 259,642)		( 294,224)
Net current liabilities		(124,651)		(246,372)
Total assets less current liabilities		153,573		107,779
Net assets		153,573		107,779
Capital and reserves
Called-up share capital	7	164		153
Share premium account		2,097,254		1,781,094
Profit and loss account		( 1,943,845 )		( 1,673,468 )
Total shareholders' funds		153,573		107,779

For the financial year ending 31 December 2024 the Company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

• The members have not required the Company to obtain an audit of its financial statements for the financial year in accordance with section 476;
• The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements; and
• These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime and a copy of the Statement of Income and Retained Earnings has not been delivered.

The financial statements of Mind Ease Labs Limited (registered number: 12352065) were approved and authorised for issue by the Board of Directors on 02 October 2025. They were signed on its behalf by:

Meghan Davis Director

1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.

General information and basis of accounting

Mind Ease Labs Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is C/O Kreston Reeves Llp Nile House, Nile Street, Brighton, BN1 1HW, United Kingdom.

The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £.

Going concern

The directors have assessed the Balance Sheet and likely future cash flows at the date of approving these financial statements. The directors have a reasonable expectation that the Company has adequate resources to continue in operational existence and to meet its financial obligations as they fall due for at least 12 months from the date of signing these financial statements. Accordingly, they continue to adopt the going concern basis in preparing the financial statements, as the shareholders have indicated that they will continue to support the company for the foreseeable future.

Foreign currency

Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the Balance Sheet date are reported at the rates of exchange prevailing at that date.

Exchange differences are recognised in the Statement of Income and Retained Earnings in the period in which they arise except for exchange differences arising on gains or losses on non-monetary items which are recognised in the Statement of Comprehensive Income.

Turnover

Turnover is stated net of VAT and trade discounts and is recognised when the significant risks and rewards are considered to have been transferred to the buyer. Turnover from the supply of services represents the value of services provided under contracts to the extent that there is a right to consideration and is recorded at the fair value of the consideration received or receivable. Where a contract has only been partially completed at the Balance Sheet date turnover represents the fair value of the service provided to date based on the stage of completion of the contract activity at the Balance Sheet date. Where payments are received from customers in advance of services provided, the amounts are recorded as deferred income and included as part of creditors due within one year.

Interest income

Interest income is recognised when it is probable that the economic benefits will flow to the Company and the amount of revenue can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount on initial recognition.

Employee benefits

Defined contribution schemes
The Company operates a defined contribution scheme. The amount charged to the Statement of Income and Retained Earnings in respect of pension costs and other post-retirement benefits is the contributions payable in the financial year. Differences between contributions payable in the financial year and contributions actually paid are included as either accruals or prepayments in the Balance Sheet.

Finance costs

Finance costs are charged to the Statement of Income and Retained Earnings over the term of the debt using the effective interest method so the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Taxation

Current tax
Current tax is provided at amounts expected to be paid (or recoverable) using the tax rates and laws that have been enacted or substantively enacted at the Balance Sheet date.

Intangible assets

Intangible assets are stated at cost or valuation, net of amortisation and any provision for impairment. Amortisation is provided on all intangible assets at rates to write off the cost or valuation of each asset over its expected useful life as follows:

Trademarks, patents and licences

7 - 9 years straight line

Research and development

Research expenditure is written off as incurred. Development expenditure is also written off, except where the directors are satisfied as to the technical, commercial and financial viability of individual projects. In such cases, the identifiable expenditure is capitalised as an intangible asset and amortised over the period during which the Company is expected to benefit. This period is between three and five years. Provision is made for any impairment.

Tangible fixed assets

Tangible fixed assets are stated at cost or valuation, net of depreciation and any provision for impairment. Depreciation is provided on all tangible fixed assets, other than investment property and freehold land, at rates calculated to write off the cost or valuation, less estimated residual value, of each asset on a straight-line or reducing balance basis over its expected useful life, as follows:

Office equipment	4 years straight line
Computer equipment	3 years straight line

Residual value represents the estimated amount which would currently be obtained from disposal of an asset, after deducting estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life.

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

Trade and other debtors

Trade and other debtors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest method less impairment losses for bad and doubtful debts, except where the effect of discounting would be immaterial. In such cases the receivables are stated at cost less impairment losses for bad and doubtful debts.

Trade and other creditors

Trade and other creditors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest rate method, unless the effect of discounting would be immaterial, in which case they are stated at cost.

Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities.

Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

2. Employees

	2024		2023
	Number		Number
Monthly average number of persons employed by the Company during the year, including directors	4		5

3. Intangible assets

	Trademarks, patents and licences		Total
	£		£
Cost
At 01 January 2024	510,721		510,721
At 31 December 2024	510,721		510,721
Accumulated amortisation
At 01 January 2024	160,028		160,028
Charge for the financial year	73,865		73,865
At 31 December 2024	233,893		233,893
Net book value
At 31 December 2024	276,828		276,828
At 31 December 2023	350,693		350,693

4. Tangible assets

	Office equipment		Computer equipment		Total
	£		£		£
Cost
At 01 January 2024	329		15,010		15,339
Additions	0		946		946
At 31 December 2024	329		15,956		16,285
Accumulated depreciation
At 01 January 2024	194		11,687		11,881
Charge for the financial year	82		2,926		3,008
At 31 December 2024	276		14,613		14,889
Net book value
At 31 December 2024	53		1,343		1,396
At 31 December 2023	135		3,323		3,458

5. Debtors

	2024		2023
	£		£
Trade debtors	850		1,348
Prepayments	0		66
VAT recoverable	0		175
Corporation tax	0		14,634
	850		16,223

6. Creditors: amounts falling due within one year

	2024		2023
	£		£
Trade creditors	1,005		2,892
Accruals	3,350		3,150
Other taxation and social security	1,976		3,964
Other creditors	253,311		284,218
	259,642		294,224

7. Called-up share capital

	2024		2023
	£		£
Allotted, called-up and fully-paid
15,791,290 Ordinary shares of £ 0.00001 each (2023: 15,256,611 shares of £ 0.00001 each)	158		153
594,547 Class B Shares ordinary shares of £ 0.00001 each (2023: nil shares)	6		0
	164		153

In the financial year 2024, 5 Ordinary shares were allotted with an aggregate nominal value of £5.34679 and consideration of £149,710 was received.

In the financial year 2024, 6 class Class B Shares shares were allotted with an aggregate nominal value of £5.94547 and consideration of £166,473 was received.

8. Financial commitments

Pensions

The Company operates a defined contribution pension scheme for the directors and employees. The assets of the scheme are held separately from those of the Company in an independently administered fund.

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £1,863 (2023 - £5,359). Contributions totalling £4,013 (2023 - £nil) were payable to the fund at the balance sheet date and are included in creditors.

9. Related party transactions

Spark Wave LLC
A company in which Mr S Greenberg is a director.

During the year Spark Wave LLC provided the company with an interest free unsecured loan that is repayable on demand. At the balance sheet date the amount due to Spark Wave LLC was £63,092 (2023: £63,092).

Uplift Health Inc
Shareholder

During the year Uplift Health Inc provided the company with an interest free unsecured loan that is repayable on demand. At the balance sheet date the amount due to Uplift Health Inc was £nil (2023: £40,483)

10. Events after the Balance Sheet date

Following the year end, the funds held within creditors from the receipt of a Advanced Subscription Agreement were converted into shares. The estimated effect on the financial statements is that the
creditors balance will reduce by £180,283 and subsequently equity will increase by £180,283 following the share issue.