NBND 10-K & 10-Q changes, risk factors and insider trading
NetBrands Corp. · OTC · Finance Services · CIK 1725911 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Description of Business”
New heading “Equity Purchase Agreement and Registration Rights Agreement with Trillium”
New heading “Bitcoin prices are highly volatile, which may affect our ability to effectively manage growth plans and our profitability.”
New heading “The price of bitcoin may be influenced by regulatory, commercial, and technical factors that are highly uncertain.”
New heading “Fluctuations in the price of bitcoin may significantly influence the market price of our bitcoin holdings and therefore, the price of our common stock.”
New heading “Our assets are highly concentrated in a single asset, which enhances the risk inherent in our strategy.”
New heading “If we fail to grow our hash rate, we may be unable to compete, and our results of operations could suffer.”
New heading “Bitcoin is subject to halving, and as such the reward for successfully solving a block will halve several times in the future and its value may not adjust to compensate us for the reduction in the rewards we receive from our mining efforts, which could cause us to cease our mining operations altogether and investors could suffer a complete loss of their investment.”
New heading “The elimination of ordinals could have a material adverse effect on our results of operations and financial condition.”
New heading “To the extent that the profit margins of digital asset mining operations are not high, operators of digital asset mining operations are more likely to immediately sell their digital assets earned by mining in the digital asset exchange market, resulting in a reduction in the price of digital assets.”
New heading “No assurance of additional capital to acquire more ASICs to expand operations.”
New heading “The sale of shares of our Common Stock to Trillium may cause dilution, and the subsequent resale of the shares of our Common Stock acquired by Trillium, or the perception that such resales may occur, could cause the price of our Common Stock to fall.”
New heading “Trillium will pay less than the then-prevailing market price for our Common Stock.”
New heading “We have no independent directors”
New heading “Recent Sales of Unregistered Securities”
New heading “Securities Authorized for Issuance Under Equity Compensation Plans”
New heading “Purchases of Equity Securities by the Issuer and Affiliated Purchasers”
New heading “Overview and Recent Developments”
New heading “Recent Developments”
New heading “Purchase Agreement with Cove Funding”
New heading “Current Business Operations”
New heading “Digital Asset Treasury”
New heading “Our Strategy and Strengths -”
New heading “Bitcoin Mining Unit and Infrastructure Development”
New heading “Digital Asset Treasury”
New heading “Discussion of the Years Ended 2025 and 2024”
New heading “Revenues and Cost of Sales”
New heading “Operating expenses”
New heading “Other income and (expense)”
New heading “Liquidity and Capital Resources”
New heading “Off-Balance Sheet Arrangements.”
New heading “Critical Accounting Policies”
New heading “Management’s Report of Internal Control over Financial Reporting”
New heading “Changes in Internal Control Over Financial Reporting”
New heading “Officers and Directors”
New heading “Officers and Directors of Global Diversified Holdings, Inc. (“GDHI”)”
New heading “President, Secretary, Chief Financial Officer and a Director of the Company.”
New heading “Director Independence”
New heading “Committees of the Board”
New heading “Family Relationships”
New heading “Certain Legal Proceedings”
New heading “Corporate Governance”
New heading “Summary Compensation”
New heading “Employment Agreements, Termination of Employment, Change-in-Control Arrangements”
New heading “Report of Independent Registered Public Accounting Firm”
New heading “To the Shareholders and the Board of Directors of NetBrands Corp. (NBND)”
New heading “Opinion on the Financial Statements”
New heading “Company’s Ability to Continue as a Going Concern”
New heading “Basis for Opinion”
New heading “Opinion on the Financial Statements”
New heading “Substantial Doubt about the Company’s Ability to Continue as a Going Concern”
New heading “Basis for Opinion”
New heading “Critical Audit Matters”
New heading “Consolidated Balance Sheets”
New heading “NetBrands Corp.”
New heading “Consolidated Statements of Operations”
New heading “NetBrands Corp.”
New heading “Consolidated Statements of Changes in Stockholders’ Deficit”
New heading “Netbrands Corp.”
New heading “Consolidated Statements of Cash Flows”
New heading “NETBRANDS CORP.”
New heading “NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS”
New heading “DECEMBER 31, 2025”
New heading “NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES”
New heading “Revenues from digital currency mining”
New heading “Intangible Assets”
New heading “NOTE 2 – GOING CONCERN”
New heading “NOTE 3 – CAPITAL STOCK”
New heading “2025 Common Stock Issuances”
New heading “2024 Common Stock Issuances”
New heading “Preferred Stock”
New heading “Series B Preferred Stock”
New heading “NOTE 4 – RELATED PARTY TRANSACTIONS”
New heading “NOTE 5 – COMMITMENTS AND CONTINGENCIES”
New heading “NOTE 6 – LOANS PAYABLE”
New heading “Government loans payable”
New heading “NOTE 7 – SUBSEQUENT EVENTS”
Removed heading “The gourmet and snack food markets are dominated by several large strong food producers.”
Removed heading “As a food production company, all of our products must be compliant with regulations by the Food and Drug Administration, or FDA. Any non-compliance with the FDA could harm our business.”
Removed heading “Our intellectual property rights are critical to our success, and the loss of such rights could materially adversely affect our business.”
Removed heading “We may be subject to claims alleging the intellectual property subject to our licensing agreements is violating the intellectual property rights of others.”
Removed heading “We may be subject to significant liability should the consumption of any of our products cause or be claimed to cause illness or physical harm.”
Removed heading “We rely on information technology systems and could face cybersecurity risks.”
Largest changes
“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. …”see in full comparison
“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. …”see in full comparison
“We sell products for human consumption, which involves risks such as product contamination or spoilage, product tampering, other adulteration, mislabeling and misbranding. Under certain circumstances, we may be required to, or may voluntarily, recall or withdraw products. Such withdrawal may negatively and significantly impact our sales and profitability for a period of time and could result in significant losses depending on the costs of the recall, the destruction of product inventory, product availability, competitive reaction and customer and consumer reaction. …”see in full comparison
“Substantial Doubt about the Company’s Ability to Continue as a Going Concern”see in full comparison
“On January 10, 2024, a lawsuit was commenced against the Company by 1800 Diagonal Lending LLC, a Virginia limited liability company (“1800 Diagonal”), in the Circuit Court of Fairfax County, Virginia (the “Action”), seeking to recover $151,325.08 of outstanding indebtedness due under an unsecured convertible promissory note (the “1800 Diagonal Note”). …”see in full comparison
“Company’s Ability to Continue as a Going Concern”see in full comparison
Full comparison: every changed paragraph (395)
FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K (“Annual Report”) contains forward-looking statements. Such forward-looking statements include, among others, those statements including the words “believes”, “anticipates”, “expects”, “intends”, “estimates”, “plans” and words of similar import. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.
Forward-looking statements are based on our current expectations and assumptions regarding our business, potential target businesses, the economy, and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. 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. Important factors that could cause actual results to differ materially from those in the forward-looking statements include without limitation, risks related to general economic and business conditions; our ability to continue as a going concern; our ability to obtain financing necessary to operate our business; our limited operating history; our ability to recruit and retain qualified personnel; our ability to manage any future growth; our ability to research and successfully develop our planned products; our ability to successfully complete potential acquisitions and collaborative arrangements; and changes in the political and regulatory environment and in business and fiscal conditions in the United States and overseas. These risks and others described under the section “Risk Factors” below are not exhaustive.
All forward-looking statements speak only as of the date of this Annual 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.
All references in this Annual Report to the “Company”, “we”, “us”, or “our”, are to NetBrands Corp., a Delaware corporation, and its wholly-owned subsidiary, Global Diversified Holdings, Inc., described below.
PART I
Overview
The Company was incorporated on December 1, 2017, as a Delaware corporation under the name “Dense Forest Acquisition Corporation” and became subject to the reporting requirements with the SEC by filing a Form 10 Registration Statement with the SEC on January 19, 2018. On June 13, 2018, the Company effected a change in control with the resignation of the then officers and directors, contribution back to the Company of 19,500,000 shares of the 20,000,000 outstanding shares of its common stock by these former directors and officers, and the appointment of Paul Adler as the new director and officer of the Company. In connection thereof, on June 13, 2018, the Company filed the Certificate of Amendment to its Certificate of Incorporation with the Delaware Secretary of State, changing the name of the Company to “Global Diversified Marketing Group Inc.” On June 14, 2018, the Company issued 12,500,000 shares of its common stock to its new director and officer, Paul Adler.
On November 26, 2018, the Company effected the acquisition of Global Diversified Holdings, Inc., a private New York snack and gourmet food company (“GDHI”) pursuant to the terms of an acquisition agreement (the “Acquisition”). Upon the consummation of the Acquisition, the Company issued 200 shares of the Company’s common stock to Paul Adler, the sole stockholder of GDHI, in exchange for all of the outstanding shares of GDHI, and GDHI became a wholly owned operating subsidiary of the Company. The transaction is accounted for as a combination of entities under common control since the date of the Acquisition. Prior to the Acquisition, the Company had no business and no operations. Pursuant to the Acquisition, the Company acquired the operations and business plan of GDHI. The discussion hereinafter of the business and operations of the Company refer to the Company subsequent to the Acquisition of GDHI and all such discussions primarily report the operations of its now subsidiary unless otherwise so indicated.
Description of Business
On July 15, 2025, the Company announced that it had 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 purchased 10 ASIC miners consisting of Bitmain S21+ on July 17, 2025. Following the purchase of the initial batch of ASIC miners, the Company announced on July 22, 2025, that it had signed a hosting agreement with Simple Mining LLC to host its fleet of miners. As of July 30, 2025, all miners were plugged in and hashing at full capacity. To accurately represent its business shift and evolution into blockchain, the Company has updated its logo for a more enhanced identity. On August 25, 2025, the Company unveiled its innovative crypto-forward website leading the way in digital Web 3.0 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 pro forma 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.
The Company purchased additional 10 ASICs consisting of Bitmain L9 Scrypt Miners on November 19th. 2025 rounding up its hybrid fleet to 20 ASICs.
Equity Purchase Agreement and Registration Rights Agreement with Trillium
On October 29, 2025, the Company entered into the Purchase Agreement with Trillium Partners LP, pursuant to which the Company shall have the right, but not the obligation, to direct Trillium, an unrelated third party, to purchase up to $10,000,000 of its Common Stock (the “Maximum Commitment Amount”) by delivering put notices (each, a “Put Notice”). The Purchase Agreement provides that the Company can sell the shares of Common Stock (the “Put Shares”) to Trillium pursuant to applicable Put Notice from time-to-time over the 24 months commencing on the date commencing on October 29, 2025, and ending on the earlier of (i) the date on which Trillium shall have purchased Put Shares pursuant to this Agreement equal to the Maximum Commitment Amount, (ii) October 28, 2027, or (iii) written notice of termination by the Company to Trillium, which shall not occur at any time that Trillium holds any of the shares it purchased in connection with the applicable Put Notice (the “Commitment Period”). Each Put Notice shall state the number of shares of the Common Stock Trillium is required to purchase. The price per share of Common Stock shall be eight five percent (85%) of the Company’s Common Stock for five trading days following the date of the delivery the purchased shares as DWAC Shares in Trilliums’ brokerage account (the “Clearing Date”), or on the Clearing Date if the purchased shares are received as DWAC Shares in Trilliums’ brokerage account on the respective date. The Purchase Agreement includes certain rights for the Company to partially cancel puts if the price of the Company’s stock drops below 70% of the price on the date of the put. As stated in the Purchase Agreement, the “Principal Market” includes any of the national exchanges (i.e. NYSE, NYSE AMEX, NASDAQ), or principal quotation systems (i.e. OTCQX, OTCQB, OTCID, OTC Pink, the OTC Bulletin Board), or other principal exchange or recognized quotation system which is at the time the principal trading platform or market for the Company’s Common Stock.
Our ability to require Trillium to purchase the Shares under the Purchase Agreement is subject to various limitations and conditions, including but not limited to the following:
There is no guarantee that we will be able to meet the foregoing conditions or any other conditions under the Purchase Agreement or that we will be able to draw down any portion of the amounts available under the Purchase Agreement.
We also entered into the Registration Rights Agreement with Trillium, pursuant to which, we have filed a registration statement, which includes this prospectus, with the SEC relating to Trillium’s resale of any shares of Common Stock it purchased under the Purchase Agreement, which we issued to the on October 29th, 2025. The effectiveness of this Registration Statement is a condition precedent to our ability to sell shares of our Common Stock to Trillium under the Purchase Agreement.
If all 33,429,328 shares offered by Trillium were sold, they would represent 15.6% of the total number of shares of our Common Stock outstanding and 33% of the total number of outstanding shares of our Common Stock held by nonaffiliates as of the date of this prospectus. Issuance of the shares in this offering will not affect the rights or privileges of our existing stockholders except that the economic and voting interests of each of our existing stockholders will be diluted as a result of any such issuances. Although the number of shares of our Common Stock that our existing stockholders own will not decrease, the shares owned by our existing stockholders will represent a smaller percentage of our total outstanding shares after any issuances to the Selling Stockholder.
The foregoing summary of the Purchase Agreement and the Registration Rights Agreement does not purport to be complete and is qualified by reference to the Purchase Agreement and the Registration Rights Agreement, copies of which have been filed as exhibits to this Registration Statement of which this prospectus is a part.
Employees
The Company currently has one employee, its Chief Executive Officer.
Subsidiaries
The Company has two wholly-owned subsidiaries, Global Diversified Holdings, Inc (currently non-operating). and DigiHash LLC which operates in crypto mining, Web3, and tokenization.
Bitcoin prices are highly volatile, which may affect our ability to effectively manage growth plans and our profitability.
The price of Bitcoin is extremely volatile. In 2023, the price range of bitcoin was approximately $16,600 to $42,800, and in 2024, the price range of bitcoin was approximately $40,000 to $108,000. From January 1, 2025 through the date of this prospectus, the price range of bitcoin has been $78,532 to $126,210. The cost to mine a bitcoin is independent of the then-current price of bitcoin, so when prices are low, the cost per coin to mine may consume much of our available cash, which means that there is less capital with which to invest in future company growth. Similarly, when prices are low, our profitability is decreased on a dollar-for-dollar basis correlated to the then price of bitcoin. Given the volatility of bitcoin, these factors render us unable to accurately predict in advance what our growth plans may be and accurately forecast any revenue and profitability projections for any reporting period.
The price of bitcoin may be influenced by regulatory, commercial, and technical factors that are highly uncertain.
Bitcoin and other digital assets are relatively novel and are subject to various risks and uncertainties that may adversely impact their price. For example, the application of securities laws and other regulations to such assets is unclear in certain respects, and it is possible that regulators in the United States or foreign countries may create new regulations or interpret laws in a manner that adversely affects the price of bitcoin. The growth of the digital assets industry in general, and the use and acceptance of bitcoin in particular, may also impact the price of bitcoin and is subject to a high degree of uncertainty. The pace of worldwide growth in the adoption and use of Bitcoin could depend on the following:
Even if growth in bitcoin adoption occurs in the near or medium-term, there is no assurance that bitcoin usage will continue to grow over the long-term. Because bitcoin has no physical existence beyond the record of transactions on the bitcoin blockchain, a variety of technical factors related to the bitcoin blockchain could also impact the price of bitcoin. For example, malicious attacks by “miners” who validate bitcoin transactions, inadequate mining fees to incentivize validating of bitcoin transactions, “hard forks” of the bitcoin blockchain, and advances in quantum computing could undercut the integrity of the bitcoin blockchain and negatively affect the price of bitcoin. The liquidity of bitcoin may also be reduced and damage to the public perception of bitcoin may occur, if financial institutions were to deny banking services to businesses that hold bitcoin, provide bitcoin-related services or accept bitcoin as payment, which could also decrease the price of bitcoin. Such circumstances could have a material adverse effect on our business, prospects, or operations.
Fluctuations in the price of bitcoin may significantly influence the market price of our bitcoin holdings and therefore, the price of our common stock.
To the extent investors view the value of our common stock as linked to the value or change in the value of our bitcoin, fluctuations in the price of bitcoin may significantly influence the market price of our common stock.
Our assets are highly concentrated in a single asset, which enhances the risk inherent in our strategy.
Concentration risk arises as a result of the concentration of exposures within the same category, whether it is geographical location, product type, industry sector, or counterparty type. Currently, we have our investment highly concentrated in a single asset, bitcoin. The concentration of our bitcoin holdings limits the risk mitigation that we could take advantage of by holding a more diversified portfolio of treasury assets. The price of bitcoin has recently experienced significant volatility, and this volatility has had, and any further significant volatility in the price of bitcoin would have, a more pronounced impact on our financial condition than if we held a more diverse portfolio of assets.
If we fail to grow our hash rate, we may be unable to compete, and our results of operations could suffer.
Generally, a bitcoin miner’s chance of solving a block on the bitcoin blockchain and earning a bitcoin reward is a function of the miner’s hash rate (i.e., the amount of computing power devoted to supporting the bitcoin blockchain), relative to the global network hash rate. As greater adoption of bitcoin occurs, we expect the demand for bitcoin will increase further, drawing more mining companies into the industry and thereby increasing the global network hash rate. As new and more powerful miners are deployed, the global network hash rate will continue to increase, meaning a miner’s chance of earning bitcoin rewards will decline unless it deploys additional hash rate at pace with the industry. Compounding this feedback loop, the network difficulty of the bitcoin network (i.e., the amount of work (measured in hashes) necessary to solve a block) is periodically adjusted to maintain the pace of new block additions (with one new block added to the blockchain approximately every ten minutes), and thereby control the supply of bitcoin. As miners deploy more hash rate and the bitcoin network hash rate is increased, the bitcoin network difficulty is adjusted upwards by requiring more hash rate to be deployed to solve a block. Thus, miners are further incentivized to grow their hash rate to maintain their chance of earning new bitcoin rewards.
Accordingly, to maintain our chances of earning new bitcoin rewards and remaining competitive in our industry, we must seek to continually add new miners to grow our hash rate at a pace with the growth in the bitcoin global network hash rate. However, as demand for miners has increased sharply, and we expect this process to continue in the future as demand for bitcoin increases. Therefore, if the price of bitcoin is not sufficiently high to allow us to fund our hash rate growth through new miner acquisitions and if we are otherwise unable to access additional capital to acquire these miners, our hash rate may stagnate and we may fall behind our competitors. If this happens, our chances of earning new bitcoin rewards would decline and, as such, our results of operations and financial condition may suffer.
Bitcoin is subject to halving, and as such the reward for successfully solving a block will halve several times in the future and its value may not adjust to compensate us for the reduction in the rewards we receive from our mining efforts, which could cause us to cease our mining operations altogether and investors could suffer a complete loss of their investment.
Halving is a process designed to control the overall supply and reduce the risk of inflation in digital assets using a Proof-of-Work consensus algorithm. In an event referred to as bitcoin halving,” the bitcoin reward for mining any block is cut in half. For example, the mining reward for Bitcoin declined from 6.25 to 3.125 Bitcoin on April 19, 2024. This process is scheduled to occur once every 210,000 blocks. It is estimated that bitcoin will next halve in April 2028 and then approximately every four years thereafter until the total amount of bitcoin rewards issued reaches 21 million, which is expected to occur around 2140. Once 21 million bitcoins are generated, the network will stop producing more. Currently, there are more than 19 million Bitcoins in circulation. While bitcoin prices have had a history of price fluctuations around halving events, there is no guarantee that any such price change will be favorable or will compensate for the reduction in mining reward. If a corresponding and proportionate increase in the price of bitcoin does not follow these anticipated halving events, the revenue from our mining operations would decrease, and we may not have an adequate incentive to continue mining and may cease mining operations altogether, which could adversely affect our business, financial condition and results of operations.
A halving reduces the block rewards from mining by exactly 50%. However, a halving will not reduce revenues from mining by exactly 50% since part of the rewards consist of transaction fees which are not impacted by the halving. In recent periods, transaction fees have made up an ever-increasing share of mining revenue due to the impact of “ordinals,” which are increased transaction fees that are paid as parties have discovered ways to imbed data regarding other assets, such as art, in the bitcoin blockchain.
Furthermore, such reductions in bitcoin rewards for uncovering blocks may result in a reduction in the aggregate hash rate of the bitcoin network as the incentive for miners decreases. Miners ceasing operations would reduce the collective processing power on the network, which would adversely affect the confirmation process for transactions and make the bitcoin network more vulnerable to malicious actors or botnets obtaining control in excess of 50% of the processing power active on the blockchain. Such events may adversely affect our business, financial condition and results of operations.
The elimination of ordinals could have a material adverse effect on our results of operations and financial condition.
Since early January 2023, transaction fees have made up an ever-increasing share of mining revenue due to the impact of “ordinals,” which are increased transaction fees that are paid as parties have discovered ways to imbed data regarding other assets, such as art, in the bitcoin blockchain. There is some concern among the parties who manage the Bitcoin blockchain as to whether ordinals should be permitted, since their inclusion tends to slow down validation of transactions on the blockchain. If the bitcoin blockchain managers decide to eliminate ordinals, we could lose an important source of revenue from our mining operations, which could have a material adverse effect on our results of operations and financial condition.
To the extent that the profit margins of digital asset mining operations are not high, operators of digital asset mining operations are more likely to immediately sell their digital assets earned by mining in the digital asset exchange market, resulting in a reduction in the price of digital assets.
Over the past two years, digital asset mining operations have evolved from individual users mining with computer processors, graphics processing units, and first-generation miners. Currently, new processing power brought onto the digital asset networks is predominantly added by “professionalized” mining operations. Professionalized mining operations may use proprietary hardware or sophisticated machines.
The
Company depends on its President and Chief Financial Officer, to manage its business effectivelyeffectively, and the loss of the President and Chief
Financial Officer could significantly impair the Company’s
results.
The loss of Mr. Adler as the Company’s President or in active management of the Company could have a significant negative impact on the operations of the Company. Such a loss could impact operations as we presently do not have a full management team.
The
Company, through its subsidiary, has a developed track record of bringing successful new products to retail chain buyers for the placement
and sale of the Company’s products. This track record has been developed by the President and Chief Financial Officer of the Company,
Paul Adler, and his ability to locate and produce unique and quality snack and gourmet foods attractive to the buyer’s market.
The loss of Mr. Adler as the Company’s President and Chief Financial Officer, or in active management of the Company, could have
a significant negative impact of the operations of the Company. Such a loss could impact the production of the current product, the relationship
with the retail chain stores and development of future products.
On
a consolidated basis, the Company has incurred significant operating losses since inception and has a working capital deficit and accrued
liabilities. 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’s existing operational cash
flow may not be sufficient to fund presently anticipated operations, and the Company will need to raise additional funds through alternative
sources of financing. There is no assurance that we will be able to obtain additional funding when it is needed, or that such funding,
if available, will be obtainable on terms acceptable to us. 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
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. If the Company is unable to obtain sufficient funding, our business, prospects, financial condition and results of
operations will be materially and adversely affected, and we may be unable to continue as a going concern.
No assurance of additional capital to acquire more ASICs to expand operations.
Developing our business will require significant capital in the future. To meet our capital needs, we expect to rely on cash flows from operations, the proceeds from this offering, future offerings and other third-party financing. Third-party financing in the future may not, however, be available on terms favorable to us, or at all. Our ability to obtain additional funding will be subject to various factors, including market conditions, our operating performance, lender sentiment and our ability to incur additional debt in compliance with other contractual restrictions such as financial covenants under term loans or other debt documents. These factors may make the timing, amount, or terms and conditions of additional financing unattractive. Our inability to raise capital could impede our growth and could materially adversely affect our business, financial condition or results of operations.
The
gourmet and snack food markets are dominated by several large strong food producers.
A
challenge facing potential new or expanding entrants in the market is the dominance of leading snack food producers, particularly industry
leader PepsiCo. Large producers experience a high degree of brand and consumer loyalty and possess sufficient capital to invest in extensive
advertising and promotions to obtain a greater market share. Furthermore, companies such as PepsiCo benefit from higher profit margins
when compared with small- to medium-sized operators, enabling them to lower their product prices to engage in price-based competition
with competitors. Multinational producers also experience lower per-unit costs due to economies of scale and scope. Although these factors
do not prevent a prospect from entering the industry, they may hamper the success of new entrants.
In
addition, many industry players have established relationships with downstream retailers, which may be difficult for new entrants to
secure. Typically, supermarkets give companies with established brands the most optimal shelf space. Moreover, larger producers have
established relationships with upstream suppliers, an advantage that new entrants may find difficult to replicate.
As
a food production company, all of our products must be compliant with regulations by the Food and Drug Administration, or FDA. Any non-compliance
with the FDA could harm our business.
We
must comply with various FDA rules and regulations, including those regarding product manufacturing, food safety, required testing and
appropriate labeling of our products. While our products are in compliance with current regulations by the FDA, it is possible that regulations
by the FDA and its interpretation thereof may change over time. As such, there is a risk that our products could become non-compliant
with the FDA’s regulations and any such non-compliance could harm our business.
Our
intellectual property rights are critical to our success, and the loss of such rights could materially adversely affect our business.
We
regard our trademarks and other intellectual property rights as critical to our success and attempt to protect such intellectual property
with registered and common law trademarks, restrictions on disclosure and other actions to prevent infringement. However, there can be
no assurance that other third parties will not infringe or misappropriate our trademarks and similar proprietary rights. If we lose some
or all of our intellectual property rights, our business may be materially adversely affected.
Management's Discussion & Analysis (MD&A)
New heading “Current Business Operations”
New heading “Digital Asset Treasury”
New heading “Our Strategy and Strengths -”
New heading “Bitcoin Mining Unit and Infrastructure Development”
New heading “Digital Asset Treasury”
Removed heading “Purchase Agreement with 1800 Diagonal”
Removed heading “Addendum to the Engagement Agreement with Spencer Clarke”
Removed heading “Loans from an Officer”
Largest changes
“We lost all of our revenue in 2024 compared to 2023 due to the supplier bottlenecking our production of products in 2023 and eventually interrupting our supply completely in 2024 which caused revenue loss issues., Also Significant loss of revenue on another product with eight SKUs that was produced in Russia that was no longer available to us due to ongoing war between Russia and Ukraine which precluded us from getting the product due to the origin of production in Russia and acceptance in USA. …”see in full comparison
“We compete in the Bitcoin mining industry against a large set of operators worldwide. The competitive landscape includes roughly 30 publicly traded mining companies making up approximately 40% of the market, as well as numerous private miners and hosting providers globally. …”see in full comparison
Full comparison: every changed paragraph (55)
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 under the name DigiHash LLC.
The Company has purchased 10 ASIC miners consisting of Bitmain S21+ on July 17th. Following the purchase of the initial batch of ASIC miners the company announced on July 22nd that it had signed a hosting agreement with Simple Mining LLC to host its fleet of miners. As of July 30th, 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 25th the company unveils innovative crypto forward website leading the way in digital Web 3.0 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 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.
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.
Purchase
Agreement with 1800 Diagonal
Current Business Operations
On July 15, 2025 the Company announced that it had pivoted to become a blockchain infrastructure business focused on cryptocurrency mining, digital asset treasury (DAT) management, and related blockchain technology initiatives.
The Company purchased 10 ASIC miners consisting of Bitmain S21+ on July 17, 2025. Following the purchase of the initial batch of ASIC miners, the Company announced on July 22, 2025, that it had signed a hosting agreement with Simple Mining LLC to host its fleet of miners. As of July 30, 2025, all miners were plugged in and hashing at full capacity. To accurately represent its business shift and evolution into blockchain, the Company has updated its logo for a more enhanced identity. On August 25, 2025, the Company unveiled its innovative crypto-forward website leading the way in digital Web 3.0 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 pro forma 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 other models, along with 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.
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 any profitability.
The Company purchased additional 10 ASICs consisting of Bitmain L9 Scrypt Miners on November 19th, 2025, to round up its hybrid fleet to 20 ASICs.
Digital Asset Treasury
The Company announced plans to establish layered digital asset treasury targeting Bitcoin, Ethereum and AAVE as a long-term reserve assets. At the foundation of this model will be Bitcoin (BTC), established as the Company’s long-term reserve asset. Complementing Bitcoin, Ethereum (ETH) will be staked to generate stable yields, while Aave (AAVE), a leading decentralized finance (DeFi) protocol, will provide additional returns through staking and lending.
Headquartered in Island Park, NY, NetBrands Corp (OTCID: NBND) operates through diversified subsidiaries with the company rapidly growing its industrial-scale crypto mining operations through procurement of next-generation mining equipment and seeks M&A and JV opportunities in the blockchain sector, particularly within the digital and Web 3.0 verticals. The company is strategically expanding its reach, with a strong emphasis on the rapidly growing Web 3.0 segment.
Our Strategy and Strengths -
On July 15th the Company announced its transition into a blockchain infrastructure business focused on cryptocurrency mining, digital asset treasury (DAT) management, and related blockchain technology initiatives.
Shortly thereafter, on July 17, the Company purchased ten next-generation ASIC miners, consisting of Bitmain S21+ units. Building on this initial deployment, the Company announced on July 22 that it had entered into a hosting agreement with Simple Mining LLC to host and operate its mining fleet. By July 30, all miners were fully deployed and hashing at full capacity, delivering a total of 2.35 petahash with an average efficiency of 16.5 J/TH.
To accurately reflect its strategic evolution into blockchain infrastructure, the Company also refreshed its brand identity with an updated logo. On August 25, it unveiled a new, crypto-forward website designed to align with Web 3.0 standards and showcase its long-term vision in the digital asset space.
As part of its continued expansion, the Company engaged Nico Smid, founder of Digital Mining Solutions, as a strategic advisor to help guide and strengthen its Bitcoin mining strategy. Nico brings over 15 years of international business experience. Since entering the digital asset space in 2017, he has evolved from a private investor to an active miner and a strategic advisor, building expertise across the full mining value chain. As a recognized Key Opinion Leader in Bitcoin mining, Nico provides market intelligence to more than 16,000 newsletter subscribers and a broad social media audience. He is also a regular speaker at major industry events, including appearances at Bitcoin 2025 in Las Vegas and Bitcoin Amsterdam.
Following this appointment, Zachary Smith was added in an additional advisory role to support the Company’s initiatives in decentralized finance (DeFi) and real-world asset (RWA) tokenization. The Company is currently evaluating opportunities to tokenize assets across the mining stack, ranging from hashrate to physical mining equipment.
Most recently, the Company expanded its mining fleet with the acquisition of 10_ Bitmain L9 16G machines. These units utilize merged mining and are designed to capture higher arbitrage opportunities. By leveraging the NiceHash platform, the hashrate from these altcoin miners is sold at a premium, with NetBrands receiving rewards in Bitcoin. This deployment aligns with the Company’s stated objective of building a hybrid mining fleet to diversify revenue streams and grow its digital asset balance sheet.
Bitcoin Mining Unit and Infrastructure Development
The Company currently operates its mining activities in Cedar Falls, Iowa, with an installed capacity of approximately 2.35 petahash per second (PH/s). Building on this foundation, the Company is planning the development of a dedicated 5-megawatt (MW) Bitcoin mining facility that could support approximately 1,200 mining machines, or up to 300 PH/s of aggregate hashrate. Iowa has been identified as a proposed location due to its relatively low-cost electricity and environmental conditions favorable for efficient equipment cooling.
As of the date of this press release, the Company has initiated discussions with its current hosting partner, Simple Mining LLC, regarding the identification, evaluation, and potential negotiation of a site for development, including preliminary pro forma cost assessments. The Company continues to evaluate potential locations and associated financial feasibility and has not yet committed to procurement or construction activities.
The planned facility would be purpose-built with optimized cooling systems designed to enhance mining hardware performance, efficiency, and operational longevity. The facility would be connected to the local power grid as its primary electricity source. The Company intends to deploy application-specific integrated circuit (ASIC) miners, utilizing a hybrid fleet strategy that includes Bitmain S21+ units for SHA-256 mining and Bitmain L9 units for Scrypt-based merged mining, allowing for revenue diversification and arbitrage opportunities.
Each Bitmain S21+ miner consumes approximately 3,877 watts at full capacity. Ten units would therefore consume approximately 930 kilowatt-hours per day. Based on an average industrial electricity rate of $0.07 per kilowatt-hour in Iowa, estimated electricity costs for operating ten miners would be approximately $65 per day, or approximately $1,950 per month.
Based on internal estimates and current assumptions regarding Bitcoin prices, network difficulty, electricity rates, and equipment depreciation, each Antminer S21+ could generate approximately $6.75 in net daily earnings, implying a projected break-even period of approximately 18 months. These estimates are forward-looking and subject to significant variability. There can be no assurance that the Company’s mining operations will achieve projected returns, break even, or be profitable.
Digital Asset Treasury
The Company announced plans to establish a layered digital asset treasury targeting Bitcoin, Ethereum, and AAVE as long-term reserve assets. At the foundation of this model will be Bitcoin (BTC), established as the Company’s long-term reserve asset. Complementing Bitcoin, Ethereum (ETH) will be staked to generate stable yields, while AAVE (AAVE), a leading decentralized finance (DeFi) protocol, will provide additional returns through staking and lending.
This layered approach ensures that yield generated from ETH and AAVE feeds directly back into Bitcoin reserves, steadily compounding the Company’s BTC balance sheet over time. Investors will gain exposure to both the stability of Bitcoin and the cash flow benefits of DeFi yield. NetBrands plans to establish this diversified treasury framework initially starting with $10 million, and is designed with an incremental goal to reach a scale target of $100 million over time. The company may utilize various financing tools to complete digital asset acquisitions in a phased approach. In parallel, our focus is on scaling a lean and high-efficiency Bitcoin mining operation. A maximum amount of mined Bitcoin will be retained on our balance sheet, continuously growing our reserves of the world’s most pristine digital asset. By adopting Bitcoin as our foundation, we ensure growth rests on its long-term appreciation potential.
Competition
We operate in a highly competitive industry with a growing number and scale of participants. Our bitcoin self-mining operations compete with mining operations throughout the world to complete new blocks on the blockchain and earn the reward in the form of bitcoin. We compete on the basis of our total number of miners, the degree of mining difficulty, the efficiency of our mining operations, the competitiveness of our energy costs, and the fiat value of the mining reward.
We compete in the Bitcoin mining industry against a large set of operators worldwide. The competitive landscape includes roughly 30 publicly traded mining companies making up approximately 40% of the market, as well as numerous private miners and hosting providers globally. While mining is geographically distributed, a meaningful portion of industrial-scale capacity and public-market miners is concentrated in the United States (~38%) due to relatively deep capital markets, established infrastructure, and access to large power markets; however, substantial competition also exists in Canada, Latin America, the Nordics, the Middle East, and parts of Asia. Bitcoin miners compete by (i) securing low-cost power, (ii) site development, (iii) fleet scale, efficiency, uptime, and operational expertise, (iv) ASIC sourcing terms, (v) balance sheet flexibility to withstand periods of low margins, and (vi) the ability to monetize demand response or monetize waste heat. In addition, certain ASIC manufacturers and large infrastructure owners engage in self-mining, which can intensify competition for machines, hosting capacity, and energy.
Miners of bitcoin historically ranged from individual enthusiasts and entrepreneurs to large public company mining operations. The vast majority of mining is now undertaken and further trending towards large-scale, industrial mining facilities. A mining pool is created when mining participants pool the processing power of their miners over a network and mine transactions together. Rewards are then distributed proportionately to the pool participants based on the work/hash power contributed to solving a block. Our self-mining operations also compete with non-digital asset operations for access to suitable real estate and access to affordable and dependable electric power. In addition to competing to solve new blocks, we compete to acquire new miners, to raise capital, to obtain access to facilities for the location of mining operations, and to develop or acquire new technologies.
A number of public companies (traded in the United States, Canada, and internationally), such as the following, may be considered competitors to us:
The bitcoin mining industry is a highly competitive and evolving industry and new competitors and/or emerging technologies could enter the market and affect our competitiveness in the future. Other market participants in the bitcoin mining industry include investors and speculators, retail users transacting in digital assets, and service companies that provide a variety of services, including buying, selling, payment processing, and storing of bitcoin. To continue to grow we will require sufficient additional capital to build additional facilities and to acquire new mining equipment and related infrastructure. Subject to raising additional capital, our bitcoin initiatives will compete with other industry participants that focus on investing in and securing the blockchains of bitcoin and other digital assets.
Addendum
to the Engagement Agreement with Spencer Clarke
On
March 22, 2024, the Company and Spencer Clarke, LLC (“Spencer Clarke”) executed an addendum to their engagement agreement
for investment banking related services, dated November 14, 2022 (the “Engagement Agreement”), pursuant to which the term
of the Engagement Agreement was further extended to June 21, 2024, as such term may be further extended pursuant to the terms and conditions
of the Engagement Agreement.
In
addition, in connection with the closing of the Cove Loan, the Company (a) paid Spencer Clarke a cash fee of $25,000 (for up to $300,000
raised in the financing), and (b) issued Spencer Clarke a Common Stock Purchase Warrant (the “Warrant”) to purchase 814,285
shares of the Company’s Common Stock (for up to $300,000 raised in the financing) (the “Warrant Shares”). The Warrant
is exercisable for a term of five years from the date of issuance. The Warrant has an exercise price of $0.07 per share, subject to adjustment.
The Warrant may be exercised for cash, or on a cashless basis. Spencer Clarke may not exercise the Warrant with respect to any number
of shares that would cause it to beneficially own in excess of 9.99% of the Company’s number of issued and outstanding shares of
Common Stock, waivable upon 61 days’ prior notice to the Company. The exercise price of the Warrant is subject to adjustment for
subdivision or consolidation of the Company’s shares, or other dilutive issuances. Spencer Clarke has piggyback registration rights
with respect to the Warrant Shares.
Loans
from an Officer
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.
As
of April 8, 2024, Mr. Adler had advanced an additional $54,728.99 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.
Sales for the year ended December 31, 2025 were $18,265 compared to sales of $-0- for the year ended December 31, 2024, an increase of $18,265, or 100%.
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.
We
did not generate any revenue in 2024 compared to sales of $644,535 for the year ended December 31, 2023, a decrease of $644,535, or 100%.
We
lost all of our revenue in 2024 compared to 2023 due to the supplier bottlenecking our production of products in 2023 and eventually
interrupting our supply completely in 2024 which caused revenue loss issues., Also Significant loss of revenue on another product with
eight SKUs that was produced in Russia that was no longer available to us due to ongoing war between Russia and Ukraine which precluded
us from getting the product due to the origin of production in Russia and acceptance in USA. Without having an adequate amount of inventory
on hand to fulfill existing and future orders, and our lack of sufficient liquidity, our ability to conduct future business with our
customers is completely impaired and we may become insolvent. We are currently identifying potential targets which may or may not become
a revenue generating sources.
Operating expenses for the year ended December 31, 2025 were $583,047 compared to $789,089 during the same period ended December 31, 2024. The material decrease in expenses is attributable to limited expenses is due 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.
Operating
expenses for the year ended December 31, 2024, were $798,089, compared to $915,295 for the year ended December 31, 2023. Operating
expenses consisted of accrued payroll and taxes, legal and professional fees, rent and selling, general and administrative expenses.
Operating expenses included $425,138 and $164,500 in non-cash stock- based compensation for years ended December 31, 2024 and 2023,
respectively. Excluding this stock-based compensation in both periods, operating expenses were $372,951 and $915,485, for periods
ended December 31, 2024 and 2023, respectively. Excluding stock-based compensation in both periods the decrease in operating
expenses in 2024 compared to 2023 is attributable to lower expenses in all categories due to lack of sales volume and a significant
decrease of $394,000 in officer compensation and other payroll expenses.
Other
income (expense) is comprised solely of interest expense.expense and a loss on the extinguishment of debt related to our fundings. Other expense
was $487,217$1,122,378 for the year ended December 31, 2024,2025, compared to $406,046
$487,217 in other expense during the year ended December 31, 2023, as a result of higher levels of borrowings due to the loss of liquidity from
operating activities.2024.
As
of December 31, 2024,2025, we had cash of $-0-,$4,297, as compared to $1,013$-0- as of December 31, 2023.2024. Net cash used in operating activities for the
year ended December 31, 2024,2025, was $182,119,$336,907, compared to $430,093$182,119 for the year ended December 31, 2023.2024.
Cash
flows used in investing activities was $87,560 for the year ended December 31, 2025 compared to $-0- for the year ended December 31, 2024 and the year ended December 31, 2023.
2024.
Cash
flows from financing activities was $181,107$428,764 for the year ended December 31, 2024,2025, compared to $376,921$181,107 during the year ended December
31, 2023.2024. The decreaseincrease is primarily attributable to approximately $220,000$400,000 provided by notes payable we obtained during the year ended
December 31, 2023.2025.
What changed in the latest 10-Q
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.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
Removed heading “Comparison of Results of Operations for the Nine Months Ended September 30, 2025 and 2024”
Removed heading “Revenues and Cost of Sales”
Removed heading “Operating expenses”
Removed heading “Other income and (expense)”
Removed heading “Liquidity and Capital Resources”
Largest changes
“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.”see in full comparison
“Comparison of Results of Operations for the Nine Months Ended September 30, 2025 and 2024”see in full comparison
Full comparison: every changed paragraph (23)
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.
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 thesethis 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.
Comparison
of Results of Operations for the Three Months Ended SeptemberMarch 30,31, 20252026 and 20242025
Mining
revenue for the three months ended SeptemberMarch 30,31, 2025,2026, werewas $7,110$13,816, compared to sales of $-0- for the three months ended SeptemberMarch 30,
202431, .2025.
Operating
expenses for the three months ended SeptemberMarch 30,31, 20252026 were $454,917$127,725 compared to $52,122$6,191 during the same three months ended SeptemberMarch 31, 2025.
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 (expense) is comprised solely of interest expense and a loss on the extinguishment of debt related to our fundings. Other expense
was $755,916$553,732 for the three months ended SeptemberMarch 30,31, 2025,2026, compared to $56,239$96,854 in other expense during the three months ended SeptemberMarch 31,
30, 2024.2025.
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$677,294 or $(0.020.00) per share for the ninethree months ended SeptemberMarch 30,31, 2025,2026, compared
to a loss of $1,029,210$103,045 or $(0.050.00) per share for the ninethree months ended SeptemberMarch 30,31, 2024.2025.
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.
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.
NBND insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding NBND (13F)
None of the 59 investors we track reported a position in their latest 13F.