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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: September 30, 2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

For the transition period from ________ to _________

Commission File Number: 000-55889

NETBRANDS CORP.

(Exact name of registrant as specified in its charter)

Delaware

82-3707673

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

4042 Austin Boulevard, Suite B

Island Park, New York

11558

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: 800-550-5996

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
Not applicable		Not applicable		Not applicable

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. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant 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). Yes ☒ No ☐

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	☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

As of November 3, 2025 the registrant had 101,500,901 shares of its common stock issued and outstanding.

NETBRANDS CORP.

QUARTERLY REPORT ON FORM 10-Q

September 30, 2025

TABLE OF CONTENTS

		Page
PART I - FINANCIAL INFORMATION		3
Item 1.	Financial Statements.	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	4
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	7
Item 4.	Controls and Procedures.	7
PART II - OTHER INFORMATION		8
Item 1.	Legal Proceedings.	8
Item 1A.	Risk Factors.	8
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	8
Item 3.	Defaults Upon Senior Securities.	8
Item 4.	Mine Safety Disclosure.	8
Item 5.	Other Information.	8
Item 6.	Exhibits.	8
SIGNATURES		9

PART I – FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS.

The following unaudited interim consolidated financial statements of NetBrands Corp. (referred to herein as the “Company,” “we,” “us” or “our”) are included in this Quarterly Report on Form 10-Q (the “Quarterly Report”).

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States and the rules of the Securities and Exchange Commission (the “SEC”), and should be read in conjunction with the audited consolidated financial statements and notes thereto contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which we filed with the SEC on April 24, 2025. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year.

NETBRANDS CORP.

Consolidated Financial Statements for the Three and Nine Months Ended September 30, 2025

Index to the Unaudited Consolidated Financial Statements

Consolidated Balance Sheets at September 30, 2025 (Unaudited) and December 31, 2024	F-2
Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2025 and 2024 (Unaudited)	F-3
Consolidated Statement of Stockholders’ Deficit for the Three and Nine Months Ended September 30, 2025 and 2024 (Unaudited)	F-4
Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024 (Unaudited)	F-5
Notes to the Consolidated Financial Statements (Unaudited)	F-6

F-1

Consolidated Balance Sheets

(Unaudited)

	September 30,			December 31,
	2025			2024

ASSETS
Current liabilities
Cash	$	8,140		$	-
Total current assets		8,140			-
Mining equipment, net		33,352			-
Cryptocurrency		6,988			-
Security deposit		3,540			1,600
Total assets	$	52,020		$	1,600

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued expense	$	1,491,784		$	1,215,986
Convertible Notes		414,483			266,118
Loans payable		410,356			394,405
Total current liabilities		2,316,623			1,876,508
Government loans payable		494,968			500,000
Total liabilities		2,811,591			2,376,508

Commitments and contingencies		-			-

Stockholders’ (Deficit):

Preferred stock, Series B, $0.0001 par value, 25,000 shares authorized, 1,167 and shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively		-			-
Common stock, $0.0001 par value, 250,000,000 shares authorized; 85,422,281 and 22,553,849 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively		8,543			2,255
Additional paid-in capital		29,800,800			28,857,907
Accumulated deficit		(32,570,809	)		(31,236,968	)
Accumulated other comprehensive income		1,895			1,895
Total stockholders’ (deficit)		(2,759,571	)		(2,374,910	)
Total liabilities and (deficit)	$	52,020		$	1,600

The accompanying notes are an integral part of these unaudited consolidated financial statements.

F-2

NetBrands Corp.

Consolidated Statements of Operations

(Unaudited)

	Three Months Ended			Three Months Ended			Nine Months Ended			Nine Months Ended
	September 30,			September 30,			September 30,			September 30,
	2025			2024			2025			2024
Mining revenue	$	7,110		$	-		$	7,110		$	-
Cost of goods sold		3,456			-			3,456			-
Gross margin		3,654			-			3,654			-
Operating expenses:
Payroll and taxes		385,202			33,749			385,202			154,781
Legal and professional fees		28,697			13,334			28,697			599,669
Selling, general and administrative and expenses		41,085			5,039			47,276			37,541
Change in the fair market value of cryptocurrency		(66	)		-			(66	)		-
Total operating expenses		454,917			52,122			461,108			791,991
Loss from operations		(451,263	)		(52,122	)		(457,454	)		(791,991	)
Other (expense)
Loss on the extinguishment of debt		(165,119	)		-			(261,974	)		-
Interest expense		(590,797	)		(4,117	)		(614,413	)		(237,217	)
Total other (expense)		(755,916	)		(4,117	)		(876,387	)		(237,217	)
Loss before income taxes		(1,207,179	)		(56,239	)		(1,333,841	)		(1,029,209	)
Provision for income taxes (benefit)		-			-			-			-
Net loss	$	(1,207,179	)	$	(56,239	)	$	(1,333,841	)	$	(1,029,210	)

Basic and diluted (loss) per common share	$	(0.02	)	$	(0.00	)	$	(0.02	)	$	(0.05	)

Weighted-average number of common shares outstanding:

Basic and diluted		69,202,994			22,553,849			55,807,553			20,284,136

The accompanying notes are an integral part of these unaudited consolidated financial statements.

F-3

NetBrands Corp.

Consolidated Statements of Changes in Stockholders’ Equity

(Unaudited)

	Shares		Value		Shares		Value		Shares		Value		Capital		Deficit			Income(Loss)		Equity
	Preferred A Stock				Preferred B Stock				Common Stock				Additional Paid-in		Accumulated			Accumulated Other Comprehensive		Total Stockholders’
	Shares		Value		Shares		Value		Shares		Value		Capital		Deficit			Income(Loss)		Equity
Balance, December 31, 2023		1,000	$	-		-	$	-		16,610,756	$	1,661	$	28,080,311	$	(29,951,662	)	$	1,895	$	(1,867,795	)

Stock based compensation for services										750,000		75		56,175							56,250

Common stock issued for financing fees		-		-		-	-	-		866,302		87		83,078		-			-		83,165

Issuance of warrants for financing costs														77,251							77,251

Net loss																(439,559	)				(439,559	)

Balance, March 31, 2024		1,000	$	-		-	$	-		18,227,058	$	1,823	$	28,296,816	$	(30,391,221	)	$	1,895	$	(2,090,688	)

Stock based compensation for services										1,844,444		184		368,704							368,889

Net loss		-	-	-		-	-	-		-		-		-		(533,412	)		-		(533,412	)

Balance, June 30, 2024		1,000	$	-		-	$	-		20,071,502	$	2,007	$	28,665,520	$	(30,924,633	)	$	1,895	$	(2,255,212	)

To convert related party debt to equity				-		-		-		2,482,347		248		192,387					-		192,636

Net loss																(56,239	)				(56,239	)

Balance, September 30, 2024		1,000	$	-		-	$	-		22,553,849	$	2,255	$	28,857,907	$	(30,980,872	)	$	1,895	$	(2,118,815	)

																		Accumulated
	Preferred Stock				Preferred B Stock				Common Stock				Additional Paid-in		Accumulated			Other Comprehensive		Total Stockholders’
	Shares		Value		Shares		Value		Shares		Value		Capital		Deficit			Income		Deficit
Balance, December 31, 2024		1,000	$	-		-	$	-		22,553,849	$	2,255	$	28,857,907	$	(31,236,968	)	$	1,895	$	(2,374,910	)

Common stock issued for conversion				-				-		24,486,568		2,255		177,979					-		180,234
																					-
Net loss																(103,045	)				(103,045	)

Balance, March 31, 2025		1,000	$	-		-	$	-		47,040,417	$	4,510	$	29,035,886	$	(31,340,013	)	$	1,895	$	(2,297,721	)

Common stock issued for conversion				-				-		4,655,760		660		1,669					-		2,328
																					-
Net loss																(23,616	)				(23,616	)

Balance, June 30, 2025		1,000	$	-		-	$	-		51,696,177	$	5,170	$	29,037,555	$	(31,363,629	)	$	1,895	$	(2,319,009	)
Balance		1,000	$	-		-	$	-		51,696,177	$	5,170	$	29,037,555	$	(31,363,629	)	$	1,895	$	(2,319,009	)

Issuance of preferred stock for services				-		1,167		-						7,819		-			-		7,819

Common stock issued for financing fee										1,732,604		173		9,010							9,183

Common stock issued for conversions										31,993,500		3,199		177,917							181,116

Warrants issued for financing fees														568,500							568,500

Net loss																(1,207,179	)				(1,207,179	)

Balance , September 30, 2025		1,000	$	-		1,167	$	-		85,422,281	$	8,542	$	29,800,800	$	(32,570,809	)	$	1,895	$	(2,759,571	)
Balance		1,000	$	-		1,167	$	-		85,422,281	$	8,542	$	29,800,800	$	(32,570,809	)	$	1,895	$	(2,759,571	)

The accompanying notes are an integral part of these consolidated financial statements.

F-4

NetBrands Corp.

Consolidated Statements of Cash Flows

(Unaudited)

	Nine Months Ended			Nine Months Ended
	September 30,			September 30,
	2025			2024
Cash flows from operating activities
Net loss	$	(1,333,841	)	$	(1,029,210	)
Depreciation		3,208			-
Adjustments to reconcile net loss to cash (used in) operating activities:
Loss on note conversion		261,974			-
Stock-based compensation		7,819			425,139
Warrants issued for financing costs		568,500			77,251
Common stock issued for financing fees		9,183			83,165
Changes in operating assets and liabilities:
Accounts receivable		-			266
Cryptocurrency		(6,988	)		-
Inventory		-			6,114
Security deposit		(1,940	)		-
Accounts payable and accrued expenses		360,866			255,164
Net cash (used in) operating activities		(131,219	)		(182,111	)

Cash flows from investing activities:
Purchase of mining equipment		(36,560	)		-
Net cash used in investing activities		(36,560	)		-

Cash flows from financing activities
Notes payable related parties		-			13,905
Proceeds from convertible notes		165,000			187,777
Loans payable proceeds		15,951			-
Payments on loans payable		(5,032	)		(20,575	)
Net cash provided by financing activities		175,919			181,107

Net increase (decrease) in cash and cash equivalents		8,140			(1,004	)
Cash and cash equivalents at beginning of the year		-			1,013
Cash and cash equivalents at end of the period	$	8,140		$	9

Supplemental disclosure of cash flow information:
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

The accompanying notes are an integral part of these unaudited consolidated financial statements.

F-5

NetBrands Corp.

Notes To Unaudited Financial Statements for the Periods

Ended September 30, 2025 and 2024

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

NetBrands Corp., formerly known as Global Diversified Marketing Group Inc. (“NetBrands” or the “Company”), was incorporated as Dense Forest Acquisition Corporation, in Delaware on December 1, 2017, and changed its name on June 13, 2018, as part of a change in control. As part of the change in control, its then officers and directors resigned and contributed back to the Company 19,500,000 shares of the 20,000,000 outstanding shares of its common stock, and appointed new officers and directors. On June 14, 2018, the new management of the Company issued 12,500,000 shares of its common stock to Paul Adler, the then president of the Company.

On November 26, 2018, the Company effected the acquisition of Global Diversified Holdings, Inc. (“GDHI”), a private New York company owned by the Company’s president, with the issuance of 200 shares of the Company’s common stock in exchange for all of the outstanding shares of GDHI. GDHI became a wholly-owned subsidiary of the Company, and its activity for the years 2022 and 2021 is reflected in these financial statements along with the expenses of the Company.

Prior to the acquisition of GDHI, the Company had no business and no operations. Pursuant to the acquisition, the Company acquired the operations and business plan of GDHI, which imports and sells snack food products. For accounting purposes, GDHI is considered to be the acquirer, and the equity is presented as if the business combination had occurred on January 1, 2017.

On August 31, 2022, the Company entered into an Asset Purchase Agreement with InPlay Capital Inc., a Delaware corporation (“InPlay”), pursuant to which, on the same date, the Company purchased from InPlay all of the assets used in the operation and conduct of its business relating to the online home fitness store known as “The Hula Fit”, including the Shopify Store and the TikTok, Facebook and Google ad accounts, for a purchase price of $50,000. Paul Adler, the sole executive officer and director of the Company, and the Company’s majority stockholder, is also the sole officer, director, and 100% stockholder of InPlay.

On March 29, 2023, the Company filed an Amendment to its Certificate of Incorporation effecting the change of the Company’s name to NetBrands Corp., a name that reflects the planned expansion of the Company’s digital business. On July 31, 2023, the Company’s common stock began trading on the OTC Pink marketplace under its new name, NetBrands Corp., and its new trading symbol “NBND.”

On July 15, 2025 the Company announced that it pivoted to become a blockchain infrastructure business focused on cryptocurrency mining, digital asset treasury (DAT) management, and related blockchain technology initiatives.

On July 16, 2025 the Company formed a wholly owned Wyoming subsidiary called DigiHash LLC.

The Company has purchased 10 ASIC miners consisting of Bitmain S21+ on July 17^th. Following the purchase of the initial batch of ASIC miners the company announced on July 22^nd that it had signed a hosting agreement with Simple Mining LLC to host its fleet of miners. As of July 30^th, all miners were plugged in and hashing at full capacity. To accurately represent its business shift and evolution into blockchain the company undergoes and updated logo for more enhanced identity. August 25^th the company unveils innovative crypto forward website leading the way in digital Web 3.0

Cryptocurrency Mining Facility

The Company currently mines out of Cedar Falls Iowa with 2.5 petahash processing power which is equivalent to 2.5 quadrillion hashes per second and plans to develop a 5-megawatt (MW) Bitcoin mining facility, with a proposed location in Iowa, due to the availability of relatively low-cost electricity and environmental conditions favorable for equipment cooling. As of the date of this filing, the Company has started a dialogue with our current partner Simple Mining LLC about identifying, securing, and negotiating for a site development and proforma costs for our own facility. The Company is evaluating potential locations and related financial feasibility before committing to procurement or construction activities.

The planned facility would be custom-designed with ventilation and cooling systems to support mining hardware performance and longevity, and would connect to the local power grid as its primary electricity source. The Company intends to use Application-Specific Integrated Circuit (ASIC) miners, with hybrid diversification of Bitmain S21+ and Bitmain L9 for arbitrage and higher profitability, designed to mine cryptocurrencies using the SHA-256 algorithm and Scrypt miners, such as Bitcoin.

Each ASIC S21+ miner consumes approximately 3,877 watts at full capacity. Ten units would consume roughly 1292 kilowatt-hours per day. Based on an average industrial electricity rate of $0.07 per kilowatt-hour in Iowa, estimated operating costs for ten miners would be approximately $56.60 per day, or $1,698 per month.

Basis of Presentation

The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. Certain prior year amounts have been reclassified to conform to the presentation in the current year. The Company has adopted a December 31 year-end.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Global Diversified Holdings, Inc. All intercompany accounts and transactions have been eliminated in consolidation.

Fair Value of Financial Instruments

The Company’s financial instruments consist of cash, accounts receivable from customers, accounts payable, and loans payable. The carrying amounts of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these consolidated financial statements.

F-6

Management’s Representation of Interim Consolidated Financial Statements

The accompanying unaudited financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These financial statements include all of the adjustments, which in the opinion of management are necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year. These financial statements should be read in conjunction with the audited financial statements at and as of December 31, 2024 filed with the SEC on April 24, 2025.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to revenue recognition, inventories, valuation of financial instruments, income taxes, and contingencies. The Company bases its estimates on historical experience, known or expected trends and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these consolidated financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates.

Reclassifications

Certain amounts in the prior year have been reclassified to conform to the current year presentation.

Stock-Based Compensation

The Company accounts for stock-based compensation using the fair value method following the guidance outlined in Section 718-10 of the FASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This Section requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service. During the nine months ended September 30, 2025 and September 30,2024 stock-based compensation was $7,819 and $425,139, respectively.

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. On September 30, 2025 and December 31, 2024 the Company had $8,140 and $-0- of cash and cash equivalents, respectively.

F-7

Cryptocurrency

The only cryptocurrency which we will hold is Bitcoin, ETH and AAVE. Our main allocation will be from mining consisting of BTC with the rest allocated in ETH and AAVE. These cryptocurrencies are included in long term assets on our balance sheets.

As a result of adopting ASC 350-60, Intangibles — Goodwill and Other, (“ASC 350-60”) on September 1, 2024, bitcoin is measured at fair value as of each reporting period (see “Recently Issued Accounting Pronouncements below”). The fair value of bitcoin is measured using the period-end closing bitcoin price from its principal market, Coinbase, in accordance with ASC 820, Fair Value Measurement (“ASC 820”). Since bitcoin is traded on a 24-hour period, the Company utilizes the price as of 23:59:59 UTC, which aligns with the Company’s revenue recognition cut-off. The changes in bitcoin valuation due to remeasurement in fair value within each reporting period are reflected on the Consolidated Statements of Operations and Comprehensive Loss as “Gain on fair value of bitcoin, net”. In accordance with ASC 350-60, the Company discloses realized gains and losses from the sale of bitcoin and such gains and losses are measured as the difference between the cash proceeds and the cost basis of bitcoin as determined on a First In-First Out basis.

During the nine months ending September 30, 2025 and 2024, we had unrealized losses from the change in the fair value of cryptocurrency of $66 and $-0-, respectively.

We hold our cryptocurrencies in an account at Bitstamp, a wholly owned subsidiary of Robinhood, a well-known bitcoin custodian.

Revenues from digital currency mining

We recognize revenue under ASC 606, Revenue from Contracts with Customers. The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:

	●	Step 1: Identify the contract with the customer;
	●	Step 2: Identify the performance obligations in the contract;
	●	Step 3: Determine the transaction price;
	●	Step 4: Allocate the transaction price to the performance obligations in the contract; and
	●	Step 5: Recognize revenue when we satisfy a performance obligation.

Step 1: We enter into a contract with a bitcoin mining pool operator (i.e., the customer) to provide hash calculation services to the mining pool. We only utilize pool operators that determine awards under the Full Pay-Per-Share method (the “FPPS method”). The contracts are terminable at any time by either party without penalty and our enforceable right to compensation only begins when we start providing hash calculation services to the mining pool operator (which occurs daily at midnight Universal Time Coordinated (UTC)). In general, mining revenue for industry participants consists of two parts, (1) the block reward (current bitcoin block reward is 3.125 bitcoin) paid by the network to the miner for successfully mining a block, and (2) the transaction fees paid by the users to the miner for successfully mining a block. When a mining pool successfully finds a block, it is awarded all of the transaction fees in that block and the reward from the network. Under the FPPS method utilized by us, we are entitled to an award of bitcoin equal to the expected reward per block over the measurement period of midnight-to-midnight UTC time based on the hash calculation services provided to the pool during the measurement period. We are also entitled to an aware of transaction fees per block based on the average of the transaction fees over the latest 144 blocks, each of which is about 10 minutes, and the total of 144 blocks equals one day. At the end of each day that runs from midnight-to-midnight UTC time, the pool operator calculates the pool participant’s expected block reward and transaction fees for the day based on the hash calculation services provided by the pool participant that day, less net digital asset fees due to the mining pool operator over the measurement period. The actual reward to us each day is based on the number of blocks we should have hypothetically mined during the measurement period based on the hash calculation services provided to the pool by us during the measurement period and the prevailing difficulty index, and is not based on the actual rewards received by the pool during the measurement period, which may be higher or lower than the expected rewards during such period. Applying the criteria per ASC 606-10-25-1, the contract arises at the point that we provide hash calculation services to the mining pool operator, which is the beginning of each contract day at midnight UTC (contract inception), because customer consumption is in tandem with daily delivery of the hash calculation services. Providing hash calculation services to mining pools is an output of our ordinary activities, and an enforceable right to compensation begins when, and continues as long as, such services are provided.

F-8

Step 2: In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation meets ASC 606’s definition of a “distinct” good or service (or bundle of goods or services) if both of the following criteria are met:

	●	The customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct); and

	●	The entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract).

Based on these criteria, we have a single performance obligation in providing hash calculation services (i.e., hashrate) to the mining pool operator (i.e., customer). The performance obligation of hash calculation services is fulfilled daily over-time, as opposed to a point in time, because we provide the hashrate throughout the day and the customer simultaneously obtains control of it and uses the asset to produce bitcoin. We have full control of the mining equipment utilized in the mining pool and if we determine it will increase or decrease the processing power of our machines and/or fleet (i.e., for repairs or when power costs are excessive) the hash calculation services provided to the customer will be reduced.

Step 3: The transaction consideration we earn is non-cash digital consideration in the form of bitcoin, which is based on the Full-Pay-Per-Share (“FPPS”) payout method under the contract with the pool operator. According to the customer contract, daily settlements are calculated from midnight-to-midnight UTC time, and the amount due in bitcoin is credited to our account shortly thereafter on the following day. The amount of bitcoin we are entitled to for providing hash calculations to the customer’s mining pool under the FPPS payout method is made up of block rewards and transaction fees less mining pool fees determined as follows:

●

The non-cash consideration calculated as a block reward over the continuously renewed contract periods is based on the total blocks expected to be generated on the bitcoin Network for the daily 24-hour period beginning midnight UTC and ending 23:59:59 UTC in accordance with the following formula: the hash calculations that we provide to the customer as a percent of the bitcoin network’s implied hash calculations as determined by the network difficulty, multiplied by the total bitcoin network block rewards expected to be generated for the same period.

	●	The non-cash consideration calculated as transaction fees paid by transaction requestors is based on the share of total actual fees paid over the continuously renewed contract periods beginning midnight UTC and ending 23:59:59 UTC in accordance with the following formula: total actual transaction fees generated on the bitcoin network during the contract period as a percent of total block rewards the bitcoin network actually generated during the same period, multiplied by the block rewards we earned for the same period noted above.

	●	The sum of the block reward and transaction fees earned by us are reduced by mining pool fees charged by the customer for operating the mining pool based on a rate schedule per the mining pool contract. The mining pool fee is only incurred to the extent we perform hash calculations and generate revenue in accordance with the customer’s payout formula during the continuously renewed contract periods beginning mid-night UTC and ending 23:59:59 UTC daily. During the year ending August 31, 2024, we utilized one mining pool for our self-mining operations, which charges 0.3% of the bitcoin payable to us as a pool management fee. This amount represents consideration paid to the customer and is thus reported as a reduction in revenue as we do not receive a distinct good or service from the mining pool operator in exchange.

There are no other forms of variable considerations, such as discounts, rebates, refunds, credits, price concessions, incentives, performance bonuses, penalties, or other similar items.

The above non-cash consideration is variable in accordance with paragraphs ASC 606-10-32-5 to 606-10-32-7, since the amount of block reward earned depends on the amount of hash calculations we perform; the amount of transaction fees we are entitled to depends on the actual bitcoin network transaction fees over the same 24-hour period; and the operator fees for the same 24-hour period are variable since it is determined based on the total block rewards and transaction fees in accordance with the pool operator’s agreement. While the non-cash consideration is variable, we have the ability to estimate the variable consideration at contract inception with reasonable certainty without the risk of significant revenue reversal. We do not constrain this variable consideration because it is probable that a significant reversal in the amount of revenue recognized from the contract will not occur when the uncertainty is subsequently resolved and recognizes the non-cash consideration on the same day that control of the service is transferred, which is the same day as contract inception.

We measure the non-cash consideration based on the spot rate of bitcoin determined using our primary trading platform for bitcoin at mid-night UTC on the day of contract inception. We recognize non-cash consideration on the same day that control of the contracted service is transferred to the pool operator, which is the same day as the contract inception.

Step 4: The transaction price is allocated to the single performance obligation upon verification for the provision of hash calculation services to the mining pool operator. There is a single performance obligation (i.e., hash calculation services or hashrate) for the contract; therefore, all consideration from the mining pool operator is allocated to this single performance obligation.

Step 5: Our performance is complete in transferring the hash calculation services over-time (midnight to midnight UTC) to the customer and the customer obtains control of that asset. In exchange for providing hash calculation services, we are entitled to the expected bitcoin awards earned over the measurement period, plus the expected global transaction fee rewards for the respective measurement period, less net digital asset fees due to the mining pool operator over the measurement period. The transaction consideration we receive is non-cash consideration, in the form of bitcoin.

F-9

There are no deferred revenues or other liability obligations recorded by us since there are no payments in advance of the performance. At the end of the 24 hour “midnight-to-midnight” period, there are no remaining performance obligations.

During the nine months ended September 30, 2025, we utilized one mining pool for our self-mining operations, which charges 0.3% of the bitcoin payable to us as a pool management fee. During the nine months ending September 30, 2025 and 2024, we generated $7,110 and $-0-, respectively, in revenues from mining cryptocurrency.

Property and Equipment

Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful life of the assets. Maintenance, repairs, and renewals that do not materially add to the value of the equipment nor appreciably prolong its useful life are charged to expense as incurred.

Impairment of Long-Lived Assets

The Company continually monitors events and changes in circumstances that could indicate the carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.

Intangible Assets

Intangible assets have either an identifiable or indefinite useful life. Intangible assets with identifiable useful lives are amortized on a straight-line basis over their economic or legal life, whichever is shorter.

The Company performs an annual impairment assessment for intangible assets during the fourth quarter of each year and more frequently whenever events or changes in circumstances indicate that the fair value of the asset may be less than the carrying amount.

Determining the fair value of intangible assets is judgmental in nature and requires the use of significant estimates and assumptions.

Income Taxes

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

The Company’s income tax returns are open for examination for up to the past three years under the statute of limitations. There are no tax returns currently under examination.

F-10

Leases

The majority of our lease obligations are real estate operating leases from which the Company conducts its business. For any lease with an initial term in excess of 12 months, the related lease assets and liabilities are recognized on the Consolidated Balance Sheets as either operating or finance leases at the inception of an agreement where it is determined that a lease exists. Leases with an initial term of 12 months or less are not recorded on our Consolidated Balance Sheets. The Company recognizes lease expense for these leases on a straight-line basis over the lease term.

Leases with an initial term of 12 months or less, or that are on a month-to-month basis are not recorded on our Consolidated Balance Sheets. The Company recognizes lease expense for these leases on a straight-line basis over the lease term.

Operating lease assets represent the right to use an underlying asset for the lease term, and operating lease liabilities represent the obligation to make lease payments arising from the lease. These assets and liabilities are recognized based on the present value of future payments over the lease term at commencement date. The Company uses a collateralized incremental borrowing rate based on the information available at commencement date, including lease term, in determining the present value of future payments. Our lease terms generally do not include options to extend or terminate the lease unless it is reasonably certain that the option will be exercised. Fixed payments may contain predetermined fixed rent escalations. The Company recognizes the related rent expense on a straight-line basis from the commencement date to the end of the lease term.

As of September 30, 2025 we had $-0- in right of use assets, $-0- in short term operating lease payables and $-0- in long-term lease liabilities.

Comprehensive Income

The Company has established standards for reporting and displaying comprehensive income, its components, and accumulated balances. If applicable, the Company would disclose this information on its Statement of Stockholders’ Equity. Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners. As of September 30, 2025, the Company had a balance of $1,895 in accumulated other comprehensive income on its balance sheet which arose from an unrealized gain due to foreign currency fluctuations in prior years.

Basic Income (Loss) Per Share

Basic income (loss) per share has been calculated based on the weighted average number of shares of common stock outstanding during the period. As of September 30, 2025, the Company had no dilutive instruments that could increase the number of shares if exercised or converted.

Recent Accounting Pronouncements

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position, or cash flow.

F-11

NOTE 2 – GOING CONCERN

As of September 30, 2025, the Company had cash and cash equivalents of $8,140, negative working capital of $2,308,483 and had an accumulated deficit of $32,570,809. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financials have been prepared assuming that the Company will continue as a going concern and, accordingly, do not include any adjustments that might result from the outcome of this uncertainty. The Company is seeking new sources of financing to fund its operations. There can be no assurances that the Company will be able to secure financing. If the Company is unable to secure financing it will have a material adverse impact and may not enable the Company to continue as a going concern. As a result the shareholders may lose some or all of their investment in the Company.

NOTE 3 – CAPITAL STOCK

The Company has authorized 250,000,000 shares of common stock, $0.0001 par value per share. The Company had 85,422,281 and 22,553,849 shares of common stock issued and outstanding as of September 30, 2025 and December 31, 2024, respectively.

2025 Common Stock Issuances for Conversion of Note

During the nine months ended September 30, 2025, the Company issued

	●	24,486,568 shares for conversion of a convertible note valued at $83,380 at prices of between $0.02525 and $0.00125 per share. As a result of the conversions the Company realized a loss of $96,854 on the extinguishment of debt. The extinguished debt was related to 1800 Diagonal. The Company has repaid 1800 Diagonal a total of $54,591 with 6 payments as follows: $14,730.11 on 7/19/2023, $7,000 on 8/1/2023, $10,000 on 9/20/23, $10,000 on 3/22/24, $5,000 on 4/26/24 and $7,500 on 6/4/24 leaving unpaid balance of $77,980.89. 1800 Diagonal has started converting the balance into shares and selling into the market starting on January 27th, 2025 and has converted into 24,486,568 shares which resulted in $83,380 debt extinguishment. The total repayment between cash payments and conversion of shares resulted in $137,971

		Conversions, 31,993,500 shares by Trillium LP Partners for aged convertible debt that has been assigned by Cove Funding LP

2024 Common Stock Issuances for Services

During the year ended December 31, 2024 the Company had the following stock issuances:

	●	2,594,444 shares for services valued at $164,450, or an average price of $0.164 per share. The share price was determined based on the trading price of the Company’s common stock on the date of issuance.
	●	866,302 shares were issued for financing fees at $0.096 per share. The share price was determined based on the trading price of the Company’s common stock on the date of issuance.
	●	2,482,347 shares were issued to convert related party debt to equity at price of $0.072 per share. The share price was determined based on the trading price of the Company’s common stock on the date of issuance.

F-12

Preferred Stock

The Company has 20,000,000 shares of $.0001 par value preferred stock authorized. On February 24, 2020, the Company filed a Certificate of Designation for a class of preferred stock designated Class A Super Voting Preferred Stock (“A Stock”). There are 1,000,000 shares of A Stock designated. Each share of such stock shall vote with the common stock and have 100,000 votes. The A Stock has no conversion, dividend, or liquidation rights. Accordingly, the holders of A Stock will, by reason of their voting power, be able to control the affairs of the Company. The Company has issued 1,000 shares of A Stock to Paul Adler, the Company’s Chief Executive Officer, and majority shareholder giving him effective voting control over the Company’s affairs for the foreseeable future. On October 20, 2025, the company awarded Mr. Adler an additional 2,000 shares of A stock bringing his effective voting control of the Company to 100%.

Series B Preferred Stock

On September 8, 2025, the Company received notice of the filing of its Certificate of Designation for a class of Preferred Stock designated as Series B Preferred Stock (“Series B Preferred”) consisting of 25,000 shares with a par value of $0.0001. The Series B Preferred has no voting, dividend or liquidation rights, except as required by law, and each share converts, at the option of the Holder into 1,000 shares of common stock. The foregoing is only a summary of the terms of the Series B Preferred and the reader is referred to the Certificate of Designation which is an exhibit to this report.

During the three months ended September 30, 2025, the Company issued 1,167 Preferred B shares to a consultant.

As of September 30, 2025 and December 31, 2024 there were 1,167 and -0-, respectively, Preferred B shares issued and outstanding.

Warrants

On November 14, 2022 (the “Execution Date”), the “Company, entered into an engagement agreement (“Engagement Agreement”) with Spencer Clarke, LLC (“Spencer Clarke”), pursuant to which the Company engaged Spencer Clarke to serve as its exclusive investment banking firm (the “Services”).

In consideration for Spencer Clarke providing the Services, (a) upon execution of the Engagement Agreement, the Company issued Spencer Clarke warrants to purchase 310,715 shares of the Company’s common stock, par value $0.0001 per share, and (b) upon the closing of a financing of over $1,000,000 in value, which has not occurred as of the date of this Quarterly Report, the Company will issue to Spencer Clarke additional warrants to purchase shares of the Company’s common stock representing 3% of the Company’s total issued and outstanding shares of common stock as of the Execution Date.

The 310,715 warrants outstanding as of September 30, 2025 are exercisable for a term of five years from the date of issuance and have an exercise price of $0.001 per share, subject to adjustment. As of September 30, 2025, these warrants had no intrinsic value.

F-13

NOTE 4 – RELATED PARTY TRANSACTIONS

On August 31, 2022, the Company entered into an Asset Purchase Agreement with InPlay Capital Inc., a Delaware corporation (“InPlay”), pursuant to which the Company purchased from InPlay all of the assets used in the operation its business relating to the online home fitness store known as “The Hula Fit”, including the Shopify Store and the TikTok, Facebook and Google ad accounts, for a purchase price of $50,000. Paul Adler, the sole executive officer and a director of the Company, and the Company’s majority stockholder, is also the sole officer, director, and 100% stockholder of InPlay. The assets were recorded as intangible assets on the Company’s balance sheet then impaired for the full amount of $50,000.

On April 10, 2023, Paul Adler, the President and a director of the Company, made a loan to the Company in the amount of $124,000, at an interest rate of 14.9% per annum. The principal amount of the loan, and any accrued and unpaid interest thereon, were due and payable on July 9. 2023, in cash or shares of the Company’s common stock, at Mr. Adler’s sole discretion. The due date of this loan has been extended to July 9, 2024. If repaid in shares of common stock, the number of shares to be issued to be calculated using the closing sale price of the Company’s common stock on the OTC Pink marketplace on the payment date.

On April 8, 2024, Mr. Adler had advanced an additional $54,729 to the Company, at an interest rate of 14.9% per annum. The principal amount of the loan, and any accrued and unpaid interest thereon, are due and payable on July 9. 2024, in cash or shares of the Company’s common stock, at Mr. Adler’s sole discretion. If repaid in shares of common stock, the number of shares to be issued to be calculated using the closing sale price of the Company’s common stock on the OTC Pink marketplace on the payment date.

On August 29, 2024, the Company had outstanding loan balances and accrued interest totaling $178,729 due to Mr. Adler, its Chairman and CEO. Effective August 29, 2024, Mr. Adler agreed to convert all of his loan balance and accrued interest into shares of the Company’s Common Stock, at a conversion price of $0.072 per share, which was equivalent to the closing price of the Company’s common stock of $0.072 on August 29, 2024. This resulted in the issuance of 2,482,347 shares to InPlay Capital Inc., an entity controlled by Mr. Adler.

As of September 30, 2025 the accrued payroll balance due to Mr. Adler was $460,833. On October 30, 2025 this accrued liability was converted into 122,889 Series B preferred shares and reducing the balance of the accrued payroll owed by the Company to Mr. Adler to zero.

NOTE 5 – COMMITMENTS AND CONTINGENCIES

The Company has one lease. The Company leases approximately 1,000 square feet of office space at 4042 Austin Boulevard, Suite B, Island Park, New York is on a 5 year extension which expires next September 2026. On October 1, 2021, the Company entered into a 60-month lease for $20,976 per year for the first two years, with 3% annual escalation clauses for the last three years of the lease. The lease contains one five-year renewal option. Management believes that its present office facilities are adequate for its corporate needs.

NOTE 6 – LOANS PAYABLE

The Company’s subsidiary had various loans outstanding on September 30, 2025 and December 31, 2024. All of these loans were short-term in nature, with varying rates of interest and fees, and no set minimum monthly payments. All of these notes were in default as of September 30, 2025.

SCHEDULE OF DEBT

	September 30, 2025		December 31, 2024
Loan FB (c)	$	50,464	$	50,464
Other Credit Cards		60,690		44,739
Loan CC (d)		144,684		144,684
Credit Line –LB LB(b)		54,524		54,524
Credit Line – WB(a)		99,994		99,994
Total loans payable	$	410,356	$	394,405

(a)	The maximum borrowing level under this unsecured facility was $100,000 at an interest rate of 2.5% over prime. This facility has no fixed maturity date.
(b)	The maximum borrowing level on this facility was $150,000 with a fixed interest rate of 10%. This facility has no fixed maturity date.
(c)	The interest rate on this facility was 40% with a one-year maturity date of December 31, 2023.
(d)	The principal loan is for $150,000 with weekly loan payments due of $2,558 over a 78-month period. The effective interest rate on this loan amounts to approximately 67% These are two combined loans that were for $199,500 & 33,000 with current balance for both of $144,437 in default.

F-14

Government loans payable

As of September 30, 2025 and December 31, 2024, the Company had $494,963 and $500,000 respectively, in government EIDL loans outstanding related to Covid-19. These loans are repayable over a 30-year period with an interest rate of 3.75%.

Convertible notes

As of September 30, 2025 and December 31, 2024 the balance of convertible notes was $414,483 and $266,118 respectively.

Cove Note

On March 22, 2024, the Company entered into the Cove Purchase Agreement with Cove Funding, pursuant to which Cove Funding agreed to extend the Cove Loan to the Company in the amount of up to $300,000, in two tranches. On March 22, 2024, the Company issued the Cove Note to Cove Funding in the principal amount of $187,777, evidencing the First Tranche of the Cove Loan. The Company received net proceeds of $150,000 (after deducting a 5% commitment fee, a 5% diligence fee, and Cove Funding’s fees and expenses related to the transaction, including attorney’s fees). The difference between the amount of the First Tranche and $300,000 (less a 5% commitment fee, a 5% diligence fee, and Cove Funding’s fees and expenses related to the transaction, including attorney’s fees) may be funded in a second tranche (the “Second Tranche” and, together with the First Tranche, the “Principal Amount”), upon the Company’s written request, and subject to certain conditions.

The Cove Note has a stated maturity date of July 22, 2024 (as such date may be extended by the parties, the “Maturity Date”), and an interest rate of 12% per annum, which begins to accrue on the First Tranche on the Closing Date and will begin to accrue on the Second Tranche if and when such amount is funded by Cove Funding. Any Principal Amount that is not paid when due will bear interest at a rate of the lesser of (a) 24% per annum, or (b) the maximum amount permitted by law. The Cove Convertible Note may not be prepaid in whole or in part, except as otherwise set forth in the Cove Note. Pursuant to the terms of Cove Note, if the Cove Loan is not repaid on or before the Maturity Date, the Company is required to issue Cove Funding shares of its Common Stock, on a monthly basis (subject to a 4.99% beneficial ownership limitation), with a value of 16.67% of the principal amount of the Cove Loan outstanding as of each issuance date, plus a commitment fee equal to 5% of such outstanding principal amount, until the Cove Loan is repaid in full (collectively, the “Penalty Shares”). In addition, commencing on the Maturity Date, Cove Funding may (subject to a 4.99% beneficial ownership limitation) convert amounts due under the Cove Note into shares of the Company’s Common Stock (collectively, the “Conversion Shares”) at a conversion price equal to the lesser of (a) $0.07, or (b) the five-trading day closing price average immediately prior to the conversion date. The number of Conversion Shares issuable upon conversion of the Cove Note will be subject to adjustment from time-to-time in the event of any combination, extraordinary distribution, dilutive issuance, or similar event. Upon the occurrence of an event of default under the Cove Note, 125% of the amounts due under the Cove Note will become immediately due and payable. In addition, as long as the Company has any obligations outstanding under the Cove Note, the Company may not (among other things), without Cove Funding’s written consent, incur any senior or pari passu indebtedness, sell a significant amount of the Company’s assets, or issue equity securities in an amount greater than 10% of the Company’s outstanding Common Stock, subject to certain exceptions.

As of September 30, 2025 and December 31, 2024 the balance of this convertible note, which was in default, amounted to $234,425 which includes accrued interest.

Trillium Note

On April 8, 2025 the Company entered into a Securities Purchase Agreement (“SPA”) with Trillium Partners, LP (“Trillium”). Under the terms of the SPA Trillium provided funding to the Company and entered into a $30,000 secured convertible note. As of September 30, 2025, the balance on the Note due to Trillium was $24,283.

As of September 30, 2025, the total balance due to Trillium amounted to $180,058.

NOTE 7 – SUBSEQUENT EVENTS

On October 29, 2025, the Company entered into an Equity Line of Credit Agreement (“ELOC”) and a Registration Rights Agreement (“RRA”) with Trillium which, among other things provides for the purchase of up to $10,000,000 of the Company’s common stock by Trillium subject to various conditions.

On October 30, 2025 the Company settled outstanding obligations to Paul Adler, its CEO for $460,833 in accrued salary by authorizing the issuance to Mr. Adler, or his designee, 122,899 shares of Series B Preferred Stock. On October 30, 2025, the Company authorized the issuance to Mr. Adler of 2,000 shares of Series A Preferred Stock for $100.

On October 31, 2025, the Company entered into a two year employment agreement with Mr. Adler to serve as its CEO at a salary of $274,800 per year plus certain bonuses based on the Company’s stock’s performance. A copy of such agreement is an exhibit hereto.

F-15

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The information set forth in this Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) contains certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, including, among others (I) increase in our revenue and profitability, (ii) prospective business opportunities and (iii) our strategy for financing our business. Forward-looking statements are statements other than historical information or statements of current condition. Some forward-looking statements may be identified by use of terms such as “believes”, “anticipates”, “intends” or “expects”. These forward-looking statements relate to our plans, liquidity, ability to complete financing, to enter into future agreements with companies, and plans to successfully expand our business operations and the sale of our products. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs.

Although we believe that our expectations with respect to the forward-looking statements are based upon reasonable assumptions within the bounds of our knowledge of our business and operations, in light of the risks and uncertainties inherent in all future projections, the inclusion of forward-looking statements in this Quarterly Report should not be regarded as a representation by us or any other person that our objectives or plans will be achieved. All forward-looking statements speak only as of the date of this Quarterly Report. Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, or other information contained herein, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise. We caution you therefore that you should not rely on any of these forward-looking statements as statements of historical fact or as guarantees or assurances of future performance.

Basis of Presentation

The following discussion highlights our results of operations and the principal factors that have affected our financial condition as well as our liquidity and capital resources for the periods described and provides information that management believes is relevant for an assessment and understanding of the statements of financial condition and results of operations presented herein. The following discussion and analysis are based on our unaudited financial statements contained in this Quarterly Report, which we have prepared in accordance with United States generally accepted accounting principles. You should read the discussion and analysis together with such financial statements and the related notes thereto.

The audited financial statements for our fiscal year ended December 31, 2024, contained in our Annual Report, include a summary of our significant accounting policies and should be read in conjunction with the discussion below. In the opinion of management, all material adjustments necessary to present fairly the results of operations for such periods have been included in these audited financial statements. All such adjustments are of a normal recurring nature.

References in this section to “NetBrands,” “we,” “us,” “our,” “the Company” and “our Company” refer to NetBrands Corp. and its consolidated subsidiary, Global Diversified Holdings, Inc.

Overview

We are an early stage diversified holdings company which sells multiple products under common management with one of them a global multi-line consumer packaged goods (“CPG”) company with branded product lines in the food and snack industry. This division operates as marketer and distributor in the United States, Canada, and Europe. Another division is focused and involved in building and acquiring ecommerce assets as well as private businesses in various verticals with the goal of scaling them up and increasing revenue.

The Company was incorporated on December 1, 2017, as a Delaware corporation under the name “Dense Forest Acquisition Corporation.” On June 13, 2018, in anticipation of its acquisition of Global Diversified Holdings, Inc. (“GDHI”), a private New York snack and gourmet food company, the Company changed its to “Global Diversified Marketing Group Inc.” Prior to consummation of this acquisition, the Company had no business and no operations. On November 26, 2018, the Company acquired the operations and business plan of GDHI, to develop and market healthy snack foods, and it became our wholly owned operating subsidiary.

On March 29, 2023, the Company filed an Amendment to its Certificate of Incorporation effecting the change of the Company’s name to NetBrands Corp., a name that reflected the planned expansion of the Company’s digital business.

We operate through diversified subsidiaries with the Company entering industrial-scale crypto mining operations through procurement of next generation mining equipment (ASICs) and seeks for M&A and JV opportunities in the blockchain sector, particularly within digital and Web 3.0 verticals and strategically expanding its reach with a strong emphasis on the rapidly growing Web 3.0 segment.

Going forward, we intend to seek, investigate and, if such investigation warrants, engage in a business combination with a private entity whose business presents an opportunity for our shareholders. We will not restrict our potential candidate target companies within the digital and web 3.0 industry or geographical location and, thus, may acquire these type of business. Further, we may acquire or combine with a venture that is in its preliminary or early stages of development, one that is already in operation, or one that is in a more mature stage of its corporate existence. Accordingly, business opportunities may be available at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities difficult and complex. The analysis of new business opportunities will be undertaken by or under the supervision of our executive officers and directors, none of whom is a business analyst. Therefore, it is anticipated that outside consultants or advisors may be utilized to assist us in the search for and analysis of qualified target companies.

On July 16, 2025 the Company formed a wholly owned Wyoming subsidiary under the name DigiHash LLC.

Cryptocurrency Mining Facility

The Company currently mines out of Cedar Falls Iowa with 2.5 petahash processing power which is equivalent to 2.5 quadrillion hashes per second and plans to develop a 5-megawatt (MW) Bitcoin mining facility, with a proposed location in Iowa, due to the availability of relatively low-cost electricity and environmental conditions favorable for equipment cooling. As of the date of this filing, the Company has started a dialogue with our current partner Simple Mining LLC about identifying, securing, and negotiation for a site development and proforma costs for our own facility. The Company is evaluating potential locations and related financial feasibility before committing to procurement or construction activities.

The Company’s internal estimates suggest that, under current Bitcoin prices, electricity rates, and depreciation assumptions, each Antminer S21+ miner could generate approximately $6.75 in net daily earnings, with a projected investment break-even period of 1.5 years. These estimates are based on assumptions that may not prove accurate, and there is no assurance that the operation will achieve break-even or attain any profitability.

Results of Operations

The information set forth below should be read in conjunction with the financial statements and accompanying notes elsewhere in this Quarterly Report.

Comparison of Results of Operations for the Three Months Ended September 30, 2025 and 2024

Revenues and Cost of Sales

Mining revenue for the three months ended September 30, 2025, were $7,110 compared to sales of $-0- for the three months ended September 30, 2024 .

We have strategically repositioned the Company to become a blockchain infrastructure business focused on cryptocurrency mining, digital asset treasury (DAT) management, and related blockchain technology initiatives.

Operating expenses

Operating expenses for the three months ended September 30, 2025 were $454,917 compared to $52,122 during the same three months ended September 30, 2024. The material increase in expenses is attributable to our strategically repositioning the Company to become a blockchain infrastructure business focused on cryptocurrency mining, digital asset treasury (DAT) management, and related blockchain technology initiatives in the 2025 period.

Other income and (expense)

Other income (expense) is comprised solely of interest expense and a loss on the extinguishment of debt related to our fundings. Other expense was $755,916 for the three months ended September 30, 2025, compared to $56,239 in other expense during the three months ended September 30, 2024.

Net loss

As a result of the foregoing, we recorded a net loss of $1,207,179 or $(0.02) per share for the three months ended September 30, 2025, compared to a loss of $56,239 or $(0.00) per share for the three months ended September 30, 2024.

Comparison of Results of Operations for the Nine Months Ended September 30, 2025 and 2024

Revenues and Cost of Sales

Sales for the nine months ended September 30, 2025, were $7,110 compared to sales of $-0- for the nine months ended September 30, 2024 .

Operating expenses

Operating expenses for the nine months ended September 30, 2025 were $461,108 compared to $791,991 during the same nine months ended September 30, 2024. The material decrease in expenses is attributable to limited expenses is due to the lack of revenue in the 2025 period offset by our strategically repositioning the Company to become a blockchain infrastructure business focused on cryptocurrency mining, digital asset treasury (DAT) management, and related blockchain technology initiatives.

Other income and (expense)

Other income (expense) is comprised solely of interest expense and a loss on the extinguishment of debt related to our fundings. Other expense was $876,387 for the nine months ended September 30, 2025, compared to $237,217 in other expense during the nine months ended September 30, 2024.

Net loss

As a result of the foregoing, we recorded a net loss of $1,333,841 or $(0.02) per share for the nine months ended September 30, 2025, compared to a loss of $1,029,210 or $(0.05) per share for the nine months ended September 30, 2024.

Liquidity and Capital Resources

As of September 30, 2025, we had $8,140 in cash, compared to $-0- in cash as of December 31, 2024.

Net cash used in operating activities decreased to $131,219 in the nine months ended September 30, 2025, compared to $182,111 in the nine months ended September 30, 2024. The decrease in cash used in operating is primarily due to changes in balance sheet accounts and the strategic repositioning of our business focus.

Net cash provided by financing activities was $175,919 during the nine months ended September 30, 2025, compared to $181,107 of net cash provided by financing activities in the nine months ended September 30, 2024. The decrease in net cash provided in the nine-month period ended September 30, 2025, as compared to the same period in 2024, is primarily due to lower proceeds from notes and loans payable.

The Company has historically financed its operations through the cash flow generated from operations, capital investment, notes payable and factoring.

In the event continuing lack of sales, our ability to obtain additional financing could be negatively impacted which could have a material adverse impact on our liquidity or our ability to remain as a going concern.

Going Concern

The accompanying consolidated financial statements have been prepared assuming we will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business for the twelve-month period following the date of these financial statements. On a consolidated basis, we have incurred significant operating losses since inception. The Company’s independent auditor has indicated substantial doubt about the Company continuing as a going concern based on the Company’s accumulated deficit and accrued liabilities. Our ability to continue our operations as a going concern, realize the carrying value of our assets, and discharge our liabilities in the normal course of business is dependent upon our ability to raise capital sufficient to fund our commitments and ongoing losses, and ultimately generate profitable operations. If we cannot obtain needed funds, we may be forced to reduce or cease our activities with a consequent loss to investors. In addition, should we incur significant presently unforeseen expenses or delays, we may not be able to accomplish our goals. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

On October 29, 2025, we entered into an ELOC and RRA with Trillium for the purchase by Trillium of up to $10,000,000 of our common stock, subject to various conditions.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Critical Accounting Estimates

Our financial statements and accompanying notes have been prepared in accordance with GAAP. The preparation of these financial statements requires management to make estimates, judgments, and assumptions that affect reported amounts of assets, liabilities, revenues and expenses. We continually evaluate the accounting policies and estimates used to prepare our financial statements. The estimates are based on historical experience and assumptions believed to be reasonable under current facts and circumstances. Actual amounts and results could differ from these estimates made by management. Certain accounting policies that require significant management estimates and are deemed critical to our results of our operations or financial position. Our critical accounting estimates are more fully discussed in Note 2 to our unaudited financial statements contained herein.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Not applicable because we are an emerging growth company.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our President (principal executive officer) and Chief Financial Officer (principal financial and accounting officer), who is directly involved in the day-to-day operations of the Company, as of September 30, 2025, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended. Based on this evaluation, our principal executive officer and principal financial and accounting officer concluded that our disclosure controls and procedures were effective as of September 30, 2025 to ensure that information required to be disclosed by us in reports filed or submitted under the Securities Exchange Act were recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Act Commission’s rules and forms and that our disclosure controls are effectively designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act is accumulated and communicated to management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Our management, including our President and Chief Financial Officer, does not expect that our disclosure controls and procedures will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdown can occur because of simple error or mistake. In particular, many of our current processes rely upon manual reviews and processes to ensure that neither human error nor system weakness has resulted in erroneous reporting of financial data.

As of September 30, 2025, our disclosure controls and procedures were determined to be effective.

Changes in Internal Control over Financial Reporting

During the period covered by this Quarterly Report, there were no changes in our internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

Item 1A. Risk Factors.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Except as set forth below, there were no sales of equity securities sold during the period covered by this Report that were not registered under the Securities Act and were not previously reported in a Current Report on Form 8-K filed by the Company.

During the nine months ended September 30, 2025, the Company issued 24,486,568 shares for conversion of note valued at $83,380 at prices between $0.02525 and $0.00125 per share. The share price was determined based on the trading price of the Company’s common stock on the date of issuance.

Item 3. Defaults upon Senior Securities.

All Company debt is in default except for its EIDL and SBA loans with the government.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

Exhibit No.		Description

10.1*		Simple Mining Master Host Agreement dated July 16, 2025
10.2*		Employment Agreement between the Company and Paul Adler, dated October 31, 2025
31.1/31.2*		Certification of Principal Executive Officer and Principal Financial and Accounting Officer pursuant to Exchange Act Rule 13a-14(a)/15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1/32.2*		Certification Of Principal Executive Officer and Principal Financial and Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Link base Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Link base Document
101.LAB*		Inline XBRL Taxonomy Extension Label Link base Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Link base Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*Filed herewith

SIGNATURES

Pursuant to the requirements 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.

	NETBRANDS CORP

Date: November 4, 2025	By:	/s/ Paul Adler
	Name:	Paul Adler
	Title:	Chief Financial Officer, President, Secretary and Treasurer
		(Principal Executive Officer and Principal Financial and Accounting Officer)

NetBrands Corp. 10-Q