ALEEN INC. — Management Reports 2025

Dec 8, 2025

Note: This Management's Discussion and Analysis ("MD&A") of Aleen Inc. for the year ended July 31, 2025, was originally filed on November 27, 2025, and has been re-filed in response to comments from the Ontario Securities Commission. The MD&A has been re-filed using Grouping ID ALTQ, and includes the CEO and CFO certifications, dated the same date as the re-filing on SEDAR+.

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ALEEN INC.

Management’s Discussion and Analysis of the Company’s Financial Condition and Results of Operations

For the Years Ended July 31, 2025

(Expressed in Canadian dollars)

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MANAGEMENT'S DISCUSSION AND ANALYSIS

The following Management Discussion & Analysis ("MD&A") is intended to assist in the understanding of the trends and significant changes in the financial condition and results of operations of Aleen Inc. (hereinafter "Aleen" or the "Company") for the year ended July 31, 2025, and should be read in conjunction with the audited financial statements the years ended July 31, 2025 and 2024. This MD&A was approved by the Board of Directors of Aleen Inc. effective November 27, 2025.

SCOPE OF ANALYSIS

The following is a discussion and analysis of Aleen Inc. The Company reports its financial results in Canadian dollars and in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB").

FORWARD LOOKING STATEMENTS

The information set forth in this MD&A contains statements concerning future results, future performance, intentions, objectives, plans and expectations that are, or may be deemed to be, forward-looking statements. These statements concerning possible or assumed future results of operations of the Company are preceded by, followed by or include the words 'believes,' 'expects,' 'anticipates,' 'estimates,' 'intends,' 'plans,' 'forecasts,' or similar expressions. Forward-looking statements are not guarantees of future performance. These forward-looking statements are based on current expectations that involve numerous risks and uncertainties, including, but not limited to, those identified in the Risks Factors section. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate. These factors should be considered carefully, and readers should not place undue reliance on forward-looking statements. The Company may not provide updates or revise any forward-looking statements, except those otherwise required under paragraph 5.8(2) of NI 51-102, whether written or oral that may be made by or on the Company's behalf.

OVERALL PERFORMANCE

Other than as disclosed in this MD&A, the Company is not aware of any trends, uncertainties, demands, commitments or events which are reasonably likely to have a material effect upon its revenues, income from continuing operations, profitability, liquidity or capital resources, or that would cause reported financial information not necessarily to be indicative of future operating results or financial condition.

As at July 31, 2025, the Company had working capital of ($340,196). The Company believes it possesses sufficient working capital and has access to additional funds, as agreed to be advanced by Mr. Luzin, a Director of the Company, under the Amendment #3 to Loan Agreement dated September 25, 2024, to fund operations for the next 12-month period.

DESCRIPTION OF COMPANY'S SECURITIES

Common Shares

The Company's authorized capital consists of an unlimited number of Common Shares, of which 12,643,300 Common Shares are issued and outstanding as at the date of this MD&A and July 31, 2025, as fully paid and non-assessable. 2,400,000 Common Shares were issued to four Directors of the Company and 10,043,300 of warrants were converted to 10,043,300 common shares on April 14, 2025. On July 16, 2025, Aleen Inc. issued 200,000 shares of common stock to its Chief Operating Officer and Director, Neil Allan Foran, in exchange for services rendered. The holders of the Common Shares are entitled to receive notice of, to attend at, and to vote at any meeting of the shareholders of the Company on the basis of one vote for each one share held at the time of any such meeting.

The Board is authorized to issue additional Common Shares on such terms and conditions and for such consideration as the Board may deem appropriate without further security holder action.

Special Warrants

As of the date of this MD&A and July 31, 2025, the Company had no special warrants outstanding.

GENERAL BUSINESS AND DEVELOPMENT

Aleen Inc. is a Canadian digital health startup company based in Ontario. The Company specializes in developing AI-driven tools for preliminary health consultancy and symptom checking.

The primary goal of the Company is to improve the efficiency of the healthcare system by providing fast and reliable symptom checks, which are crucial for timely medical treatment and disease management. Healthcare is a vital element for maintaining the quality of life.

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However, not everyone receives appropriate medical treatment timely, which often result in accelerated disease progression. The current world, adjusting to the COVID-19 pandemic, requires the adoption of digital healthcare solutions to encourage the progress of the industry.

Aleen Inc. is focused on increasing health care system efficiencies by providing prompt digital fast symptom checks. The Company uses an Aleen Website based on the Aleen AI to help improve preliminary assessment efficiencies. Aleen Inc. does not offer personal or health medical advice. Users of the Company's products are cautioned and advised to consult their healthcare provider before starting any nutrition, diet, exercise, or medical program, and the Company's products are not intended to replace professional medical advice, diagnosis or treatment. Since September 2024, the Aleen Website became available in French language. Since January 2025, the Interactive Model became available on the Company's Website.

SELECTED ANNUAL FINANCIAL INFORMATION

The table below sets out certain selected financial information regarding the operations of the Company for the period indicated. The selected financial information has been prepared in accordance with IFRS and should be read in conjunction with the Company's financial statements and related notes.

	Year ended July 31,
	2025 (audited)	2024 (audited)
Revenue	$285,431	$245,599
Cost of goods sold	$266,588	$24,270
Operating expenses	$340,795	$364,916
Other income	$533	$16,339
Net income (loss) and comprehensive loss	$(321,419)	$(127,248)
Income (loss) per share	$(0.06)	$(0.05)
Total assets	$151,439	$233,949

RESULTS OF OPERATIONS

Revenue

For the year ended July 31, 2025 and 2024, the Company generated total revenue of $285,431 and$ 245,599, respectively. The Company's total revenue includes the following revenue sources: revenue from API subscription ( $115,686 and$ 141,139 for the years ended July 31, 2025 and 2024, respectively) and revenue from API calls ($ 169,745 and$ 104,460 for the years ended July 31, 2025 and 2024, respectively). The increase in total revenue from $245,599 for the year ended July 31, 2024, to $285,431 for the year ended July 31, 2025, in total revenue was due to increased demand from our customers during that period. The revenue growth was driven by the Company's investments in updating and expanding its API knowledge base. This increase was primarily fueled by the return of previous clients who renewed their agreements, as well as the addition of new clients.

	Year ended July 31, 2025 (audited)	Year ended July 31, 2024 (audited)
Revenues:
API integration	$115,686	$141,139
API calls	$169,745	$104,460
Total	$285,431	$245,599

The Company incurred the cost of goods sold during the year ended July 31, 2025, of $266,588 relating to consulting services ($ 218,696) and server rent ($ 47,892). The Company incurred the cost of goods sold for the year ended July 31, 2024, of $ 24,270 relating to consulting services ($ 9,601) and server rent ($ 14,669). The increase in consulting costs was primarily driven by the Company's need to update its API knowledge base to ensure that the information remained relevant and aligned with current industry standards.

	Year ended July 31, 2025 (audited)	Year ended July 31, 2024 (audited)
Cost of goods sold:
Consulting Services	$218,696	$9,601
Server Rent	$47,892	$14,669

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Total

$266,588

$24,270

The Aleen API is currently the Company's sole source of revenue. The Aleen Website raises awareness about the Company and its artificial intelligence capabilities in the telemedicine field that influences the sales of the API and contributes to the Company's overall revenue. For the three-month period ended October 31, 2023, the Company incurred $0 in expenditures for developing the Aleen Website to be available in the French language and $0 in expenditures to develop an interactive model. For the year ended July 31, 2024, the Company incurred $55,600 in expenditures for developing the Aleen Website in the French language and $79,500 in expenditures for the interactive model development. As of the Date of this MD&A, the Company completed the development of the Aleen Website made it available in the French language and $79,500 in expenditures to have an interactive model. In January 2025, the majority of the development of the Interactive model was completed and launched on the Aleen Website. By June 2025, the Interactive model had been fully transferred to the Aleen Website

For the year ended July 31, 2025, the Company has incurred $86,937 in marketing expenses, including Agreement for Google advertising and analytics services dated September 15, 2024, Marketing Agency Agreement dated September 9, 2024, SEO Agreement dated November 1, 2024, Marketing Services Agreement dated November 12, 2024, and Advertising and Analytics Services Agreement dated April 1, 2025. For the year ended July 31, 2025, the Company has incurred $218,696 in consulting fees for updates to the API knowledge base. These updates include the following separate consultations: Database Consulting Services for $41,200 dated September 30, 2024; Technical Consulting for $2,120 dated September 30, 2024; Consultancy Agreement for $52,858 dated October 31, 2024; Consulting Services Agreement for $19,833 dated October 8, 2024; Consulting Services Agreement for $32,945 dated November 12, 2024 and Consulting Services Agreement for $69,740 dated November 12, 2024.

Operating Expenses

Operating expenses for the twelve-month period ended July 31, 2025, were $340,795 compared to $364,916 in the same period in 2024. This represents a decrease of $24,121 over the same period in 2024, as indicated below:

| | July 31, 2025
(audited) | July 31, 2024
(audited) |
| --- | --- | --- |
| Amortization | $16,341 | $63,336 |
| Bank charges | 455 | 572 |
| Director’s fee | 20,000 | 12,000 |
| General and administrative | 1,091 | 1,096 |
| Filing fees | 7,814 | 8,239 |
| Foreign exchange expense / (gain) | 10,347 | 2,811 |
| Marketing services | 86,937 | 8,298 |
| Professional fees | 120,166 | 128,160 |
| Software development expense | 55,693 | 28,555 |
| Website expense | 21,951 | 111,849 |
| | $340,795 | $364,916 |

The overall decrease in operating expenses period over period was primarily due to amortization and website expenses. Amortization expenses decreased compared to the same period last year because the majority of the capitalized website development costs were fully amortized by April 2024. Website expenses related to the development of the Aleen Website in the French language.

Other income for the twelve-month periods ended July 31, 2025, and 2024 are as follows:

| | July 31, 2025
(audited) | July 31, 2024
(audited) |
| --- | --- | --- |
| Interest income | $533 | $1,739 |
| Vendor refund | - | 14,600 |
| | $533 | $16,339 |

Interest income includes interest on bank account balances denominated in US dollars and vendor refund. Vendor refund includes refund of overpayment.

Net Income (Loss)

For the years ended July 31, 2025, and 2024, the Company reported a net loss of $321,419 and $127,248, respectively. The Company's operating loss increased due to the factors discussed above.

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SUMMARY OF QUARTERLY RESULTS FOR THE LAST CONSECUTIVE EIGHT QUARTERS

The following table presents the unaudited summarized financial information for the last eight quarters:

	4^{th} Quarter ended July 31, 2025 $	3^{rd} Quarter ended April 30, 2025 $	2^{nd} Quarter ended January 31, 2025 $	1^{st} Quarter ended October 31, 2024 $
Revenue	32,721	65,541	10,587	176,582
Cost of goods sold	82,147	45,354	33,773	105,314
Expenses	121,882	61,258	76,932	80,723
Other income	205	274	38	16
Net income (loss)	(171,103)	(40,797)	(100,080)	(9,439)
Income (loss) per share - basic & diluted	(0.01)	(0.00)	(0.04)	(0.00)

In 2025, the variations in net loss from quarter to quarter are primarily a result of changes in demand for the Company's services, the extent of the amount of professional fees related to the prospectus filing, website and software development expenses.

	4^{th} Quarter ended July 31, 2024 $	3^{rd} Quarter ended April 30, 2024 $	2^{nd} Quarter ended January 31, 2024 $	1^{st} Quarter ended October 31, 2023 $
Revenue	42,122	55,412	61,392	86,673
Cost of goods sold	-	-	5,890	18,380
Expenses	86,308	100,818	145,713	32,076
Other income	1	192	15,362	784
Net income (loss)	(44,185)	(45,214)	(74,849)	37,001
Income (loss) per share - basic & diluted	(0.02)	(0.02)	(0.03)	0.02

In 2024, the variations in net income (loss) from quarter to quarter are primarily a result of changes in demand for the Company's services, the extent of general and administrative expenses incurred, the amount of professional fees related to the prospectus filing and website expenses.

LIQUIDITY AND CAPITAL RESOURCES

The following is a summary of working capital as of July 31, 2025 and 2024:

	July 31, 2025	July 31, 2024
Current Assets	$73,345	$210,042
Current Liabilities	$413,541	$5,000
Working Capital	($340,196)	$205,042

Current Assets were $73,345 as of July 31, 2025 (July 31, 2024 - $210,042). The balance as of July 31, 2025, was comprised of cash of $50,819 and prepaid expenses of $22,526. The balance as of July 31, 2024, was comprised of cash of $30,658, accounts receivables of $51,578 and prepaid expenses of $127,806.

Current Liabilities of $413,541 as of July 31, 2025 (July 31, 2024 - $5,000). The balance as of July 31, 2025 and 2024, was primarily comprised of loan payable and related-party loans.

The decrease in working capital for the year ended July 31, 2025, was primarily due to decreases in accounts receivables, prepaid expenses, and an increase in loan payable and related-party loans.

The continuation of the Company as a going-concern is dependent on its ability to raise additional capital or debt financing, including on reasonable terms, in order to meet business objectives towards achieving profitable business operations.

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Management intends to finance operating costs over the next twelve months predominantly with profits and the proceeds obtained from the previous sales of the Special Warrants. Further, in order to maintain or adjust its capital structure, the Company may issue new shares, new debt, or scale back the size and nature of its operations. The Company is not subject to externally imposed capital requirements. As at July 31, 2025, shareholders' deficit was $262,102 and as at July 31, 2024, shareholder's equity was $39,317.

As at July 31, 2025 and 2024, the Company had 12,643,300 and 2,400,000 shares issued and outstanding, respectively.

As at July 31, 2025 and 2024, the Company had 0 and 10,043,300 special warrants issued and outstanding, respectively.

	For the year ended July 31, 2025	For the year ended July 31, 2024
Net cash used in operating activities	$(132,644)	$(180,355)
Net cash provided by financing activities	$224,486	$21,492
Net cash used in investing activities	$(70,527)	$(34,153)
Effect of exchange rate on cash	$(1,154)	$7,357
Net change in cash	$21,315	$(193,016)

Cash used in operating activities was $132,644 for the year ended July 31, 2025, compared to cash used by operating activities of $180,355 for the year ended July 31, 2024. Net cash flows used in operating activities for the year ended July 31, 2025, consisted of a net loss of $321,419, amortization of $16,341, shares issued for services of $20,000, decrease in accounts receivable of $51,578, increase in prepaid expenses of $105,280 and decrease in accounts payable and accrued liabilities of $4,424. Net cash flows used in operating activities for the year ended July 31, 2024, consisted of a net loss of $127,248, amortization of $63,336, increase in accounts receivable of $18,956, increase in prepaid expenses of $85,537 and decrease in accounts payable and accrued liabilities of $13,950. Cash flows used in operating activities decreased during the current period mainly due to a decrease in accounts receivable and in prepaid expenses.

For the year ended July 31, 2025, financing activities included $224,486, consisted of loan payable ($100,174) and related-party loans ($124,312). For the year ended July 31, 2024, financing activities included $21,492, consisted of related-party loans.

For the year ended July 31, 2025, investing activities included $70,527 of software development costs. For the year ended July 31, 2024, investing activities included $34,153 of database acquisition costs.

The financial statements have been prepared on a going concern basis. The going concern basis assumes that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. However, the Company had limited revenues and accumulated losses as of July 31, 2025 and 2024. The Company has not completed its efforts to establish a stabilized source of revenue sufficient to cover operating costs over an extended period of time.

The Company's ability to continue as a going concern is dependent upon attaining profitable operations, and, if required, the ability to raise funds through public equity financings to meet expenditure commitments. There is no assurance that these activities will be successful. The combination of the circumstances set out above represents a material uncertainty which may cast significant doubt upon the Company's ability to continue as a going concern. However, the Company is confident that it will have adequate resources to continue in operational existence for the foreseeable future. For this reason, the Company continues to adopt the going concern basis in preparing its financial statements. These financial statements do not reflect the adjustments to the carrying values of assets and liabilities, the reported revenues and expenses, and the balance sheet classifications used that would be necessary if the going concern assumptions were not appropriate. These adjustments would be material to the financial statements.

OUTSTANDING SHARE DATA

As of the day of this report, the Company had 12,643,300 issued and outstanding Common Shares.

RELATED PARTY TRANSACTIONS

Related parties include the Board of Directors, close family members, other key management individuals and enterprises that are controlled by these individuals as well as certain persons performing similar functions.

Related party transactions conducted in the normal course of operations are measured at the fair value and approved by the Board of Directors in strict adherence to conflict-of-interest law and regulations.

The Company had loans with directors of the Company controlled by them as at July 31, 2025 and 2024:

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In January 2021, former director of the Company, Olga Nagaiko, advanced the Company $189 to cover operating expenses. The amount owing is unsecured, non-interest bearing, and due on demand. In June 2023, the Company repaid the debt to the former director in the amount of $189.

In December 2022; January, June, July and November 2023; March, April, May, July, August and December 2024; April 2025 director of the Company, Oleksandr Luzin, advanced the Company US$50,000; US$15,000, US$20,000, US$34,800, US$1,165; US$1,000, US$1,000, US$8,000, US$4,700, US$4,000, USD20,394; USD65,059 to cover operating expenses, respectively. This loan is due on demand. The amount owing is unsecured and non-interest bearing.

As at July 31, 2025 and 2024, the Company owed $312,104 and $189,632 to the director of the Company, Oleksandr Luzin, respectively.

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

Set out below is a comparison, by category, of the carrying amounts and fair values of all of the Company’s financial instruments that are carried in the financial statements and how the fair value of financial instruments is measured.

Financial and Capital Risk Management

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are described below.

• Level 1 - unadjusted quoted prices in active markets for identical assets or liabilities;
• Level 2 - inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and
• Level 3 - inputs that are not based on observable market data.

The Company enters into financial instruments to finance its operations in the normal course of business.

The Company has no financial instruments carried at fair value. The Company’s cash, accounts receivable, accrued liabilities and loan payable are recorded at subsequently measured at amortized cost.

The Company is exposed to varying degrees to a variety of financial instrument related risks. The Board of Directors approves and monitors the risk management processes. The type of risk exposure and the way in which such exposure is managed is provided as follows:

Foreign exchange risk

The Company’s functional and reporting currency is the Canadian dollar and major purchases are transacted in Canadian dollars. As a result, the Company’s exposure to foreign currency risks minimal.

Credit risk

The Company’s cash is largely held in large Canadian financial institutions. The Company does not have any asset-backed commercial paper. The Company maintains cash deposits with Schedule A financial institution, which from time to time may exceed federally insured limits. The Company has not experienced any significant credit losses and believes it is not exposed to any significant credit risk.

Interest rate risk

Interest rate risk is the risk the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Financial assets and liabilities with variable interest rates expose the Company to cash flow interest rate risk. The Company does not hold any financial liabilities with variable interest rates. The Company does maintain bank accounts which earn interest at variable rates, but it does not believe it is currently subject to any significant interest rate risk.

Liquidity risk

The Company’s ability to continue as a going concern is dependent on management’s ability to raise the required funding through future equity issuances and through short-term borrowing. The Company manages its liquidity risk by forecasting cash flows from operations and anticipating any investing and financing activities. Management and the Board of Directors are actively involved in the review, planning and approval of significant expenditures and commitments.

Price risk

The ability of the Company to develop its intended software and the future profitability of the Company are directly related to the market prices.

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CAPITAL MANAGEMENT

The Company’s objective when managing capital is to safeguard its ability to continue as a going concern, so that it can continue to provide returns to shareholders and benefits for other stakeholders. The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying natural resource properties. The Company’s objective is met by retaining adequate equity to guard against the possibility that cash flows from assets will not be sufficient to meet future cash flow requirements. The Company considers its capital structure to include cash and working capital. In order to maintain or adjust the capital structure, the Company may from time-to-time issue shares and adjust its capital spending to manage current and projected debt levels. To assess capital and operating efficiency and financial strength, the Company continually monitors its net cash and working capital.

OFF-BALANCE SHEET ARRANGEMENTS

The Company has no off-balance sheet arrangements.

MANAGEMENT'S RESPONSIBILITY

Management is responsible for all information contained in this report. The financial statements have been prepared in accordance with IFRS and include amounts based on management’s informed judgments and estimates.

RISKS AND UNCERTAINTIES

An investment in the securities of the Company is highly speculative and involves numerous and significant risks. Only investors whose financial resources are sufficient to enable them to assume such risks and who have no need for immediate liquidity in their investment should undertake such investment. Prospective investors should carefully consider the risk and uncertainties that have affected, and which in the future are reasonably expected to affect, the Company and its financial position.

FORWARD-LOOKING STATEMENTS

Certain statements contained in this discussion, including information as to future activities, events and financial or operating performance of the Company and its projects, constitute forward-looking statements. Such forward-looking statements involve known and unknown risks and uncertainties that could cause actual events or results to, differ materially from estimated or anticipated activities, events or results implied or expressed in such forward-looking statements. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies.

Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, “believes”, or variations of such words and phrases. Forward-looking information may also be identified in statements where certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”.

Forward-looking information is based on the reasonable assumptions, estimates, analysis and opinions of management made in light of its experience and its perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances at the date that such statements are made.

Many factors could cause actual activities and events and the Company’s actual results to differ materially from those expressed or implied in any forward-looking statements made by, or on behalf of, the Company.

These forward-looking statements are made as of the date hereof and the Company disclaims any intent or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or results or otherwise. Investors are cautioned that forward-looking statements are not guarantees of future performance and accordingly investors are cautioned not to put undue reliance on forward-looking statements due to the inherent uncertainty therein.

OTHER INFORMATION

Additional information on the Company is available on SEDAR+ at https://www.sedarplus.ca).