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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the Quarterly period ended March 31, 2026
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from ________ to ________
Commission
file number: 000-56744
Superstar
Platforms, Inc.
(Exact
Name of Registrant as Specified in its Charter)
| Nevada |
|
01-0741042 |
(State
or Other Jurisdiction of
Incorporation
or Organization) |
|
(I.R.S.
Employer
Identification
No.) |
586
Cobb Parkway S Suite 900 Marietta,GA30060
(Address
of Principal Executive Offices)
Registrant’s
telephone number, including area code: (650)228-0680
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, $.01 par value |
|
SPST |
|
OTC
Markets |
Securities
registered pursuant to section 12(g) of the Act:
None
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
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 (Section 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, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“non-accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2
of the Exchange Act.
| Large accelerated filer |
☐ |
Accelerated filer |
☐ |
| Non-accelerated filer |
☒ |
Smaller reporting company |
☒ |
| |
Emerging growth company |
☐ |
If
an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).
☐
Indicate
by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
At
April 30, 2026, there were 182,289,904 shares of the registrant’s common stock issued and outstanding.
Special
Note Regarding Forward-Looking Statements
Unless
the context clearly indicates otherwise, when used in this report “we,” “us,” “our,” “Superstar
Platforms, Inc.,” the “Company,” or “our Company” refers to Superstar Platforms, Inc. and, where applicable,
its subsidiaries.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
Quarterly Report on Form 10-Q (this “Report”) contains forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”).
Forward-looking
statements discuss matters that are not historical facts and are based on current expectations and assumptions regarding future events.
Because forward-looking statements relate to future events or conditions, they may include words such as “anticipate,” “believe,”
“estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,”
“plan,” “might,” “will,” “expect,” “predict,” “project,” “forecast,”
“potential,” “continue,” or similar expressions, including the negatives of those terms. These forward-looking
statements appear in various places throughout this Report and include statements regarding, including without limitation, possible or
assumed future results of operations; business strategies and objectives; future cash flows and liquidity; financing plans and capital
requirements; plans and objectives of management; future operations and business plans; and any other statements that are not historical
facts. Forward-looking statements may also appear in our other filings with the Securities and Exchange Commission, including reports
on Form 8-K, in press releases, investor presentations, information posted on our website, and other public statements made by us. These
forward-looking statements are not guarantees of future performance and involve risks, uncertainties, and assumptions that are difficult
to predict. Many of these risks and uncertainties are outside of our control and could cause actual results to differ materially from
those expressed or implied by the forward-looking statements. Factors that could cause actual results to differ materially include, but
are not limited to, those discussed under “Item 1A – Risk Factors” and elsewhere in this Report. Considering these
risks, uncertainties, and assumptions, the events described in the forward-looking statements may not occur or may occur to a different
extent or at a different time than we have described. You are cautioned not to place undue reliance on forward-looking statements, which
speak only as of the date of this Report. Except as required by applicable law, we undertake no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events, changed circumstances, or otherwise.
Form
10-Q
Quarter
Ended March 31, 2026
TABLE
OF CONTENTS
| Item
|
|
Description |
|
Page |
| PART I-FINANCIAL INFORMATION |
|
|
| Item
1 |
|
Financial Statements |
|
3 |
| |
|
Balance Sheets |
|
3 |
| |
|
Statement of Operations |
|
4 |
| |
|
Statement of Stockholders’ Equity |
|
5 |
| |
|
Statement of Cash Flows |
|
6 |
| |
|
Notes to Financial Statements |
|
7 |
| Item
2 |
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
|
13 |
| Item
3 |
|
Quantitative and Qualitative Disclosures about Market Risk. |
|
16 |
| Item
4 |
|
Controls and Procedures |
|
17 |
| PART II-OTHER INFORMATION |
|
|
| Item
1 |
|
Legal Proceedings |
|
18 |
| Item
1A |
|
Risk Factors |
|
18 |
| Item
2 |
|
Unregistered Sales of Equity Securities and Use of Proceeds. |
|
18 |
| Item
3 |
|
Defaults Upon Senior Securities. |
|
18 |
| Item
4 |
|
Mine Safety Disclosures. |
|
18 |
| Item
5 |
|
Other Information. |
|
18 |
| Item
6 |
|
Exhibits |
|
18 |
| |
|
Signatures |
|
19 |
PART
1- FINANCIAL INFORMATION
ITEM
1. FINANCIAL STATEMENTS
Superstar
Platforms, Inc
Balance
Sheets
| | |
Mar
31, 2026 | | |
Dec
31, 2025 | |
| | |
As
of | |
| | |
Mar
31, 2026 | | |
Dec
31, 2025 | |
| | |
(Unaudited) | | |
(Audited) | |
| Assets | |
| | |
| |
| Current
Assets | |
| | | |
| | |
| Cash | |
$ | 62 | | |
$ | 1,138 | |
| Loan Receivable
(L/R) | |
$ | 2,604,239 | | |
$ | 2,587,233 | |
| Interest
Receivable | |
$ | 460,546 | | |
$ | 307,068 | |
| Allowance
for Bad Debt | |
$ | (96,881 | ) | |
$ | (77,617 | ) |
| Total Assets | |
$ | 2,967,967 | | |
$ | 2,817,823 | |
| Liabilities and Stockholders’
Deficit | |
| | | |
| | |
| Current
Liabilities | |
| | | |
| | |
| Accounts
Payable | |
| | | |
| | |
| Accounts
Payable and Accrued Liabilities | |
$ | 1,087,500 | | |
$ | 1,002,001 | |
| Notes
Payable (N/P) | |
$ | 2,685,670 | | |
$ | 2,674,670 | |
| Interest
Payable & Other Payables | |
$ | 203,576 | | |
$ | 129,654 | |
| Due to
Related Party | |
$ | 307,674 | | |
$ | 307,674 | |
| Total
for Current Liabilities | |
$ | 4,284,420 | | |
$ | 4,113,999 | |
| Total
for Liabilities | |
$ | 4,284,420 | | |
$ | 4,113,999 | |
| Stockholder’
Deficit | |
| | | |
| | |
| Common stock, $.01 par value,
1,000,000,000 shares authorized,182,289,904 and 182,289,904 shares issued and outstanding as of March 31, 2026 and December 31, 2025,
respectively | |
$ | 182,290 | | |
$ | 182,290 | |
| Additional
paid in capital | |
$ | 380,965 | | |
$ | 356,568 | |
| Accumulated
Deficit | |
$ | (1,879,708 | ) | |
$ | (1,835,034 | ) |
| Total
Stockholders’ Deficit | |
$ | (1,316,453 | ) | |
$ | (1,296,176 | ) |
| Total for
Liabilities and Stockholders’ Deficit | |
$ | 2,967,967 | | |
$ | 2,817,823 | |
Superstar
Platforms, Inc
Statement
of Operations
(Unaudited)
| | |
2026 | | |
2025 | |
| | |
For 3 Months Ended March 31 | |
| | |
2026 | | |
2025 | |
| Revenues | |
$ | 0 | | |
$ | 0 | |
| Cost of Revenues | |
$ | 0 | | |
$ | 0 | |
| Gross Profit | |
$ | 0 | | |
$ | 0 | |
| Operating Expenses | |
| | | |
| | |
| General business expenses | |
$ | 46,590 | | |
$ | 15,464 | |
| Professional Fees | |
$ | 11,288 | | |
$ | 626 | |
| Payroll Expenses | |
$ | 84,000 | | |
$ | 84,000 | |
| Other Expenses | |
$ | 0 | | |
$ | 0 | |
| Total Operating Expenses | |
$ | 141,877 | | |
$ | 100,090 | |
| | |
| | | |
| | |
| Loss from Operations | |
$ | (141,877 | ) | |
$ | (100,090 | ) |
| | |
| | | |
| | |
| Other Income (Expense) | |
| | | |
| | |
| Other Income | |
$ | 0 | | |
$ | 0 | |
| Interest Income | |
$ | 153,478 | | |
$ | 18,900 | |
| Interest Expense | |
$ | (56,274 | ) | |
| | |
| | |
| | | |
| | |
| Total Other Expenses | |
$ | 97,204 | | |
$ | 18,900 | |
| | |
| | | |
| | |
| | |
| | | |
| | |
| Net Loss | |
$ | (44,674 | ) | |
$ | (81,190 | ) |
| | |
| | | |
| | |
| Net Loss Per Common Share: | |
| | | |
| | |
| Basic and Diluted | |
| .00025 | | |
| .00046 | |
| | |
| | | |
| | |
| Weighted Average Number of Common Shares Outstanding: | |
| | | |
| | |
| Basic and Diluted | |
| 182,289,904 | | |
| 175,793,101 | |
SUPERSTAR
PLATFORMS, INC
STATEMENT
OF CHANGES IN STOCKHOLDERS EQUITY
FOR
THREE MONTHS ENDED MARCH 31, 2025 AND MARCH 31, 2026
(Unaudited)
| | |
Shares | | |
Amount | | |
Capital | | |
Subscribed | | |
Surplus | | |
Total | |
| | |
Common Stock | | |
Additional Paid in | | |
Common
Stock | | |
Accumulated | | |
| |
| | |
Shares | | |
Amount | | |
Capital | | |
Subscribed | | |
Surplus | | |
Total | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
| Balance December 31, 2024 | |
| 171,731,956 | | |
| 171,732 | | |
$ | 270,316 | | |
| - | | |
$ | (1,499,668 | ) | |
$ | (1,057,620 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Shares Issued During the Period | |
| 4,007,145 | | |
$ | 4,007 | | |
| 35,058 | | |
| | | |
| | | |
$ | 39,065 | |
| Net Loss March 31, 2025 | |
| - | | |
| - | | |
| - | | |
| - | | |
$ | (81,190 | ) | |
$ | (81,190 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Balance March 31, 2025 | |
| 175,739,101 | | |
$ | 175,739 | | |
$ | 305,374 | | |
| - | | |
$ | (1,580,858 | ) | |
$ | (1,099,745 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Shares Issued During the Period | |
| 6,550,803 | | |
$ | 6,551 | | |
$ | 51,194 | | |
| | | |
| | | |
$ | 57,745 | |
| Net Loss December 31, 2025 | |
| | | |
| - | | |
| - | | |
| - | | |
$ | (335,366 | ) | |
$ | (335,366 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Balance December 31, 2025 | |
| 182,289,904 | | |
$ | 182,290 | | |
$ | 356,568 | | |
$ | - | | |
$ | (1,835,034 | ) | |
$ | (1,296,176 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Shares Issued During the Period | |
| - | | |
| - | | |
$ | 24,397 | | |
| - | | |
| - | | |
$ | 24,397 | |
| Net Loss March 31, 2026 | |
| | | |
| - | | |
$ | - | | |
$ | - | | |
$ | (44,674 | ) | |
$ | (44,674 | ) |
| Net Loss | |
| | | |
| - | | |
$ | - | | |
$ | - | | |
$ | (44,674 | ) | |
$ | (44,674 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Balance March 31, 2026 | |
| 182,289,904 | | |
$ | 182,290 | | |
$ | 380,965 | | |
| - | | |
$ | (1,879,708 | ) | |
$ | (1,316,453 | ) |
Superstar
Platforms, Inc
Statement
of Cash Flows
(Unaudited)
| Full name | |
2026 | | |
2025 | |
| | |
For 3 Months Ended March 31, | |
| Full name | |
2026 | | |
2025 | |
| OPERATING ACTIVITIES | |
| | | |
| | |
| Net Income | |
| (44,674 | ) | |
| (81,190 | ) |
| Adjustments to reconcile Net Income to Net Cash provided by operations: | |
| | | |
| | |
| Allowance for bad debts | |
| 19,264 | | |
| | |
| Loan Receivable (L/R) | |
| (17,007 | ) | |
| (400,000 | ) |
| Loan Receivable (L/R):Accrued Interest Receivable | |
| (153,478 | ) | |
| (18,900 | ) |
| Notes Payable (N/P) | |
| 11,000 | | |
| 400,000 | |
| Notes Payable (N/P):Interest Payable & Other Payables | |
| 73,921 | | |
| | |
| Payables | |
| 1,500 | | |
| | |
| Salaries Payable | |
| 84,000 | | |
| 84,000 | |
| Total for Adjustments to reconcile Net Income to Net Cash provided by operations: | |
$ | 19,201 | | |
$ | 65,100 | |
| Net cash provided by operating activities | |
$ | (25,473 | ) | |
$ | (16,090 | ) |
| INVESTING ACTIVITIES | |
| | | |
| | |
| FINANCING ACTIVITIES | |
| | | |
| | |
| Additional paid in capital | |
| 24,397 | | |
| 35,058 | |
| Common Stock | |
| | | |
| 4,007 | |
| Net cash provided by financing activities | |
$ | 24,397 | | |
$ | 39,065 | |
| NET CASH INCREASE FOR PERIOD | |
$ | (1,076 | ) | |
$ | 22,975 | |
| Cash at beginning of period | |
$ | 1,138 | | |
$ | 54 | |
| CASH AT END OF PERIOD | |
$ | 62 | | |
$ | 23,029 | |
Notes
to the Financial Statements
NOTE
1 –ORGANIZATION AND BUSINESS
Superstar
Platforms, Inc. (“Superstar Platforms,” the “Company,” “we,” “us,” or “our”)
was incorporated on March 27, 2025, under the laws of the State of Nevada. The Company is a technology-focused holding company that seeks
to build, acquire, and scale businesses across multiple industries through strategic acquisitions and technology-driven platforms.
Superstar
Platforms operates as the parent company of a diversified portfolio of subsidiaries and strategic initiatives. The Company’s business
strategy is centered on identifying and acquiring businesses that can benefit from centralized capital resources, operational support,
and technology infrastructure. Through this model, the Company intends to provide strategic capital, management expertise, and technological
innovation designed to support the growth and development of its subsidiaries and operating platforms.
A
key component of the Company’s strategy is the development of technology-enabled marketplaces and financial services platforms
capable of generating scalable and recurring revenue streams. One of the Company’s primary initiatives is the development of PawnTrust,
a digital marketplace designed to connect pawn shops and consumers through a mobile-based platform. PawnTrust is intended to enable pawn
shops to digitize their inventory and facilitate borrowing, buying, and bartering transactions through an integrated online marketplace.
Management believes that the PawnTrust platform has the potential to modernize and expand access to the pawn industry by providing a
technology-driven solution for inventory management and consumer transactions.
In
addition to its technology development initiatives, the Company currently generates revenue primarily through interest income earned
on promissory notes issued to both related and unrelated parties. These lending activities are intended to support strategic relationships,
provide working capital to affiliated and third-party businesses, and generate recurring interest income.
The
Company’s long-term objective is to build a diversified technology and investment platform that combines strategic capital deployment,
technology innovation, and disciplined acquisition strategy to create scalable operating businesses and long-term shareholder value.
The
Company’s principal executive office is located in Marietta, Georgia.
NOTE
2 –GOING CONCERN
The
Company’s financial statements as of March 31, 2026 have been prepared using generally accepted accounting principles in the United
States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal
course of business. The Company has accumulated deficit of $(1,879,708). As of March 31, 2026, the company owns PawnTrust and, while
not currently operating broader active business lines, is actively pursuing additional acquisitions to strengthen its operations and
support its continued growth.
NOTE
3 –SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation
These
financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States
of America (“GAAP”) and are expressed in US dollars. The Company’s fiscal year-end is December 31.
New
Accounting Pronouncements
There
were various accounting standards and interpretations issued recently, none of which are expected to have a material impact on our financial
position, operations or cash flows.
Use
of Estimates and Assumptions
The
preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from
those estimates.
Due
to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that
the Company is a going concern.
Cash
and Cash Equivalents
For
the purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity
of three months or less to be cash equivalents.
Loans
Receivable
Loans
receivable represent promissory notes issued to both related and non-related parties. These loans bear fixed interest rates and generally
require monthly interest payments with principal due at maturity. Loans are recorded at the principal amount outstanding, net
of any allowance for credit losses.
Allowance
for Credit Losses
The
Company accounts for expected credit losses in accordance with ASC 326 – Financial Instruments – Credit Losses (CECL).
Management evaluates the collectability of loans receivable and records an allowance for expected credit losses based on factors
including borrower credit quality, loan concentration, economic conditions, and historical repayment experience. As of March 31, 2026,
the Company recorded an allowance for credit losses equal to approximately 3% of outstanding loan balances.
Leases
The
Company accounts for leases under ASC 842, Leases. The Company has elected the short-term lease exemption for leases with
a term of twelve months or less. Under this election, right-of-use assets and lease liabilities are not recognized on the balance sheet.
Fair
Value of Financial Instruments
ASC
820, “Fair Value Measurements”, requires an entity to maximize the use of observable inputs and minimize the use of
unobservable inputs when measuring fair value. It establishes a fair value hierarchy based on the level of independent, objective evidence
surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based
upon the lowest level of input that is significant to the fair value measurement. It prioritizes the inputs into three levels that may
be used to measure fair value:
Level
1
Level
1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level
2
Level
2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability
such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets
with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are
observable or can be derived principally from, or corroborated by, observable market data.
Level
3
Level
3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement
of the fair value of the assets or liabilities.
The
Company’s financial instruments consist principally of cash, accounts receivable, short-term investments, accounts payable and
note payable. The respective carrying values of these financial instruments approximate their fair values. Fair value estimates discussed
herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2025. Fair values
were assumed to approximate carrying values for these financial instruments as either they do not have any active market or are short
term in nature and therefore their carrying amounts approximate fair value.
Income
Taxes
Income
taxes are determined in accordance with the provisions of ASC 740, “Income Taxes” (“ASC 740”). Under this
method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are
measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected
to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date.
ASC
740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial
statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be
recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax
authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a
greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the
position and relevant facts.
For
the period ended March 31, 2026, the Company did not have any interest and penalties associated with tax positions. As of March 31, 2026,
the Company did not have any significant unrecognized uncertain tax positions.
Commitments
and Contingencies
The
Company follows ASC 440 &ASC 450, subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies
and commitments respectively. Certain conditions may exist as of the date the financial statements are issued, which may result in a
loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such
contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal
proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the
perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected
to be sought therein.
If
the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability
can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates
that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then
the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.
Loss
contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.
Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on
the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not
materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.
Intangible
Assets – work in progress
Costs
incurred during the development of a website are initially recognized as work in progress (WIP) and classified as an intangible asset
on the balance sheet. Only costs directly attributable to the website development phase are capitalized. These include salaries and wages
for employees directly involved, payments to external developers or consultants, software or tools specifically purchased for the project,
and material hosting or domain costs incurred during the development phase. Costs not meeting the criteria for capitalization, such as
research expenses, general administrative costs, and ongoing maintenance or upgrades after the website becomes operational, are expensed
as incurred.
The
website remains classified as a work in progress until it is fully developed and ready for its intended use. Once completed, the accumulated
costs are transferred to intangible assets and amortized over its estimated useful life, typically ranging from 3 to 5 years, using a
straight-line method. The costs capitalized as WIP are reviewed periodically to ensure they are directly related to the development phase.
Work
in progress is tested for impairment annually or whenever circumstances indicate that the carrying amount may not be recoverable. Any
impairment losses identified are recognized in the income statement. Upon completion of the website, its amortization begins, reflecting
the consumption of the asset’s benefits over its useful life.
Revenue
Recognition
Revenue
is recognized when earned at the fair value of the consideration received or receivable.
Interest
Income is recognized upon loaning the money to the customer and is accrued on a monthly basis at the rate of 2% simple interest on the
loan amount receivable from the customer.
Income
from other investment activities is generated through various short-term alternative investment activities as seem profitable to the
management and income from such activities is recognized when earned.
Market
place is a digital platform for buyers and sellers. The platform’s primary performance obligation is to facilitate transactions
by providing a marketplace for buyers and sellers. This includes enabling the listing of goods/services, facilitating payment processing,
and providing customer support. Income is recognized on a net basis, representing only the fee or commission earned, when the platform
satisfies its performance obligation by successfully facilitating the transaction. This generally occurs when the buyer’s payment
is processed and the platform’s role in the transaction is complete.
NOTE
4 –COMMON STOCK
The
Company has common stock outstanding of 182,289,904 as of April 30, 2026 and record of holders was .
NOTE
5 –LOAN RECEIVABLE
Loans
receivable represent funds advanced by the Company pursuant to executed promissory notes. The loans accrue interest monthly, are interest
only, unsecured and all mature December 31, 2026. As of March 31, 2026, all loans were current.
Total
Loans Receivable: $2,604,239
NOTE
6 –ALLOWANCE FOR CREDIT LOSSES
The
Company accounts for expected credit losses in accordance with ASC 326 – Financial Instruments – Credit Losses (CECL).
Management evaluates the collectability of loans receivable and records an allowance for expected credit losses based on factors
including borrower credit quality, loan concentration, economic conditions, and historical repayment experience. As of March 31, 2026,
the Company recorded an allowance for credit losses equal to approximately 3% of outstanding loan balances.
NOTE
7 –CREDIT QUALITY INDICATORS
The
Company monitors borrower credit quality through payment history, borrower financial condition and compliance with loan terms. As of
March 31, 2026 all loans were performing.
NOTE
8 – NONACCRUAL AND PAST DUE LOANS
The
Company places loans on nonaccrual status when collection is uncertain. As of March 31, 2026 no loans were past due, impaired or on nonaccrual
status.
NOTE
9 – NOTES PAYABLE
Notes
payable represent borrowings entered into by the Company to support working capital and operational needs. Notes payable bear fixed interest
rates and have defined maturity dates as outlined in the underlying agreements. As of March 31, 2026, notes payables were $2,685,670.
NOTE
10 – RELATED PARTY TRANSACTIONS
Certain
loans receivable and notes payable involve entities affiliated with the Company’s Chief Executive Officer. These transactions are
conducted pursuant to written promissory notes and formal lending agreements that specify principal amounts, interest rates, repayment
terms, and other customary provisions.
The
Company applies the same underwriting standards, credit evaluation procedures, and approval processes to related-party transactions as
it does to loans issued to unrelated third parties. Management evaluates borrower creditworthiness, repayment capacity, and other relevant
risk factors prior to extending credit.
Interest
rates, repayment terms, and other contractual provisions associated with these related-party transactions are consistent with the Company’s
general lending practices and are believed to be comparable to terms that would be obtained in similar transactions with unaffiliated
borrowers. Management believes these transactions were entered into on commercially reasonable terms and in the ordinary course of business.
Total
Related Party -$1,645,239.38
NOTE
11- RESEARCH AND DEVELOPMENT
The
Company incurred research and development expenses related to the development of the PawnTrust digital marketplace.
NOTE
12- INTELLECTUAL PROPERTY
The
Company is developing proprietary intellectual property associated with the PawnTrust marketplace.
NOTE
13-LEASES
The
Company leases office space located in Marietta, Georgia. The lease term is twelve months, with monthly rent of $500,
resulting in annual lease payments of approximately $6,000. The Company has elected the short-term lease exemption under
ASC 842, and therefore does not recognize right-of-use assets or lease liabilities for this lease. Rent expense is recognized as
incurred.
NOTE
14 – SEGMENT REPORTING (ASC 280)
The
Company operates as one reportable segment.
NOTE
15 -SUBSEQUENT EVENTS
The
Company has evaluated other subsequent events till the date these financial statements were issued and has determined that there are
no items to disclose.
ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
THE
FOLLOWING DISCUSSION OF OUR PLAN OF OPERATION AND RESULTS OF OPERATIONS SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND
RELATED NOTES TO THE FINANCIAL STATEMENTS INCLUDED ELSEWHERE IN THIS REPORT.
THIS
DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS THAT RELATE TO FUTURE EVENTS OR OUR FUTURE FINANCIAL PERFORMANCE. THESE STATEMENTS INVOLVE
KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE OUR ACTUAL RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS
TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY THESE FORWARD-LOOKING
STATEMENTS. THESE FORWARD-LOOKING STATEMENTS ARE SUBJECT TO NUMEROUS RISKS AND UNCERTAINTIES, INCLUDING OUR ABILITY TO COMMERCIALIZE
NEW PRODUCTS, HIRE AND RETAIN KEY PERSONNEL, AND SECURE SUFFICIENT FUNDING TO EXECUTE OUR GROWTH PLAN. IF OUR ASSUMPTIONS REGARDING PLANNED
EXPENDITURES OR REVENUE GENERATION PROVE INACCURATE, WE MAY NEED TO ADJUST OUR STRATEGIC TIMELINE OR RESOURCE ALLOCATION,WHILE WE BELIEVE
THESE PATENTS PROVIDE MEANINGFUL PROTECTION FOR CERTAIN ASPECTS OF OUR TECHNOLOGY, THERE IS NO GUARANTEE THAT THEY WILL PREVENT ALL COMPETITORS
FROM DEVELOPING SIMILAR PRODUCTS, FAILURE TO COMPLY WITH THE FAMILY EDUCATIONAL RIGHTS AND PRIVACY ACT (“FERPA”) COULD LIMIT
OR DELAY OUR ABILITY TO DEPLOY SAFESCHOOL™ IN CERTAIN JURISDICTIONS, IMPACT CUSTOMER ADOPTION, OR EXPOSE THE COMPANY TO REGULATORY
RISK AND OTHER FACTORS INCLUDE, AMONG OTHERS, THOSE LISTED UNDER “FORWARD-LOOKING STATEMENTS” AND “RISK FACTORS”
AND THOSE INCLUDED ELSEWHERE IN THIS REPORT.
Overview
The
issuer was incorporated in the State of Nevada in 2002 as Simplagene USA Inc. and was known by that name until 2005. The Company operated
as Dinewise Inc. until March 2025 when it changed its name to Superstar Platforms Inc. Superstar Platforms, will be a leading national
technology conglomerate that will control a diversified portfolio of subsidiaries across various industries. The Company’s business
strategy includes the development of technology platforms, strategic capital deployment, and potential acquisitions intended to expand
the Company’s operations. The Company currently owns and is developing the PawnTrust marketplace platform, which is designed to
enable pawn shops to digitize inventory and facilitate borrowing, buying, and bartering transactions through a mobile-based marketplace.
In addition to its platform development activities, the Company has entered into promissory note arrangements with both related and non-related
parties. These notes bear fixed interest rates and represent the Company’s primary source of revenue during the current stage of
operations.
As
of March 31, 2026, the Company’s principal assets consist primarily of loans receivable bearing contractual interest rates and
maturing on December 31, 2026. The Company accrues interest income on these notes in accordance with the terms of the underlying agreements.
The
Company qualifies as a “smaller reporting company” as defined in Section 10(f) of Regulation S-K(17 C.F.R. § 229.10)
as one that has a public float of less than $250 million. It has revenues of less than $100,000,000 per year.
Overview
of Business
The
Company operated as Dinewise Inc. until March 27, 2025 when it changed its name to Superstar Platforms Inc. Superstar Platforms, Inc
owns PawnTrust. PawnTrust is a marketplace exclusively for Pawn Shops. It allows users to buy, borrow and barter through an app on their
mobile phone. The marketplace is in beta testing and is slated to go live in Q3/2026. The Company utilizes a combination of shareholder
capital and debt financing to fund its lending activities, generating interest income from loans receivable.
Market
Outlook
The
global technology sector is projected to surpass 5.5 trillion in 2026. Superstar Platforms, Inc is driven by accelerated demand for AI,
cloud computing, cyber security, and fintech solutions. While macroeconomic and regulatory risks persist, well-diversified and innovative
tech conglomerates are well-positioned to capitalize on digital transformation and sustained investment in technology infrastructure.
Potential
Acquisitions
As
an adjunct to its business strategy, the Company will also seek to identify potential acquisitions in the small lending business.
Capital
Formation
Superstar
Platforms Inc.- Shareholders’ Equity Capital Formation
The
issuer was incorporated in the State of Nevada in 2002 as Simplagene USA Inc. and was known by that name until 2005. The Company operated
as Dinewise Inc. until March 27, 2025 when it changed its name to Superstar Platforms Inc. As of March 31, 2026, The Company was authorized
to issue one billion of common stock with 182,289,904 issued and outstanding. The company did not issue any shares since the Annual Report
for the period ending December 31, 2025. In 2022, the Company issued 34,000,000 shares for debt conversions. In 2023, the Company issued
13,000,000 shares for debt conversion. In 2024, the Company issued 17,000,000 for debt conversions. In 2025 the company issued 10,557,948
shares. There is no preferred stock. The Company may require additional funding for ongoing operations in the future. There is no guarantee
that we will be able to raise any additional capital and have no current arrangements for any such financing.
Results
of Operations
Revenue
For
the quarter ended March 31, 2026, the Company generated total revenue of $0, compared to $18,900 for the year quarter ended
March 31, 2025. The decrease was a re-classification of revenue to other income.
Operating
Expenses
Operating
expenses totaled $(141,877) for the quarter ended March 31, 2026, compared to $(100,090) for quarter ended March 31, 2025, an increase
of $47,787 or 41.75%. The reason for the increase was bad debt expense which is explained in allowance for Credit Losses.
Net
Profit
The
Company recorded a net loss of $44,674 for the quarter ended March 31, 2026, compared to a net loss of $81,190 for the quarter ended
March 31, 2025, an decrease of $36,516, or 44.98%. The decrease in net loss was attributable to interest income. .
The
following table summarizes the results of our operations for quarter ended March 31, 2026 and March 31, 2025, respectively, and provides
information regarding the dollar and percentage increase or (decrease) from the current year to the prior year:
| Line item | |
3/31/26 | | |
3/31/25 | | |
Increase/Decrease | | |
%
Increase/Decrease | |
| | |
| | |
| | |
| | |
| |
| Revenue | |
$ | 0 | | |
$ | 0.00 | | |
$ | 0 | | |
| | |
| Operating Expenses | |
$ | (141,877 | ) | |
$ | (100,090 | ) | |
$ | 47,787 | | |
| 41.75 | % |
| Net Profit | |
$ | (44,674 | ) | |
$ | (81,190 | ) | |
$ | 36,516 | | |
| 44.98 | % |
| Loss Per Share | |
$ | 0.00025 | | |
$ | 0.00046 | | |
$ | .00021 | | |
| 45.65 | % |
Liquidity
and Capital Resources
The
Company’s primary sources of liquidity consist of cash on hand, proceeds from financing activities, and collections of principal
and interest from loans receivable.
The
Company generates revenue primarily through interest income earned on its loan portfolio. Management expects that collections of interest
and principal from loans receivable, together with future financing activities, will provide sufficient liquidity to support the Company’s
operating activities and lending operations. Historically, we have depended on equity offerings and loans from our principal shareholders
and their affiliated companies to provide us with working capital as required. the Company funded its lending activities and operations
primarily through a combination of equity issuances and borrowings under promissory note agreements. As of March 31, 2026, the Company
had $2,685,670 in notes payable, which were used primarily to fund a potential acquisition as well as provide working capital
to fund loans issued to various borrowers under promissory note agreements. There is no guarantee that such funding will be available
when required and there can be no assurance that our stockholders, or any of them, will continue making loans or advances to us in the
future.
Management
continuously evaluates capital needs and may seek additional financing through debt or equity issuances in order to expand lending activities,
fund strategic acquisitions, or support the development of the PawnTrust digital marketplace.
As
of March 31, 2026, and December 31, 2025, we had total assets of $2,967,967 and $2,817,823 respectively. working capital of $(1,316,453)
and $(1,296,177) and an accumulated deficit of $(1,879,708) and $(1,835,034) and respectively. Our operating activities used $25,473
in cash for the three months ending March 31, 2026, compared to net cash used in operations of $16,090 for the three months ended March
31, 2025.
As
of March 31, 2026, and December 31, 2025, the Company had an outstanding loan balance of $307,674 from a related party. The note was
due on December 31, 2021 and will accrue interest until paid off. The Company finances a portion of its lending activities through notes
payable, which totaled $2,685,670 as of March 31, 2026. These borrowings are used primarily to fund the Company’s loan receivable
portfolio and provide working capital for operations. The Company generates revenue through the interest spread between the cost of borrowed
funds and the interest earned on loans issued to borrowers. As of March 31, 2026 the loan receivable balance was $2,604,239. which contributes
to interest income recognized in the Company’s statement of operations. These loans generally bear interest at an annual rate of
approximately 24% and are documented through promissory note agreements. Management expects that collections of principal and interest
from these receivables will contribute to the Company’s liquidity and support its ongoing operations. The Company evaluates its
loan portfolio on an ongoing basis and maintains an allowance for credit losses in accordance with ASC 326 to reflect potential credit
risk associated with its lending activities.
Credit
Risk Management
The
Company monitors credit risk associated with its loan portfolio on an ongoing basis. Management evaluates borrower payment performance,
financial condition, and compliance with loan agreements. As of March 31, 2026, all loans were current and performing in accordance with
their contractual terms. The Company has established an allowance for credit losses consistent with the guidance under ASC 326 to address
potential future credit losses.
Off
Balance Sheet Arrangements
The
company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our
financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity or capital expenditures or
capital resources that are material to an investor in our securities.
Inflation
Our
business and operating results are affected in material ways by inflation. Periods of high rates of unemployment and other downturns
in the economy lead to increases in revenue but can also have increased defaults on loans when the economy is down.
Critical
Accounting Policies
The
Securities and Exchange Commission issued Financial Reporting Release No. 60, “Cautionary Advice Regarding Disclosure About Critical
Accounting Policies” suggesting that companies provide additional disclosure and commentary on their most critical accounting policies.
In Financial Reporting Release No. 60, the Securities and Exchange Commission has defined the most critical accounting policies as the
ones that are most important to the portrayal of a company’s financial condition and operating results, and require management
to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain.
The nature of our business generally does not call for the preparation or use of estimates.
New
Accounting Pronouncements
In
November 2023, the Financial Accounting Standards Board (“FASB”) issued a new standard to improve reportable segment disclosures.
The guidance expands the disclosures required for reportable segments in our annual and interim consolidated financial statements, primarily
through enhanced disclosures about significant segment expenses. The standard will be effective for us beginning with our annual reporting
for fiscal year 2025 and interim periods thereafter, with early adoption permitted. We are currently evaluating the impact of this standard
on our segment disclosures.
In
December 2023, the FASB issued a new standard to improve income tax disclosures. The guidance requires disclosure of disaggregated income
taxes paid, prescribes standardized categories for the components of the effective tax rate reconciliation, and modifies other income
tax-related disclosures. The standard will be effective for us beginning with our annual reporting for fiscal year 2026, with early adoption
permitted. We are currently evaluating the impact of this standard on our income tax disclosures.
In
November 2024, the FASB issued a new standard to expand disclosures about income statement expenses. The guidance requires disaggregation
of certain costs and expenses included in each relevant expense caption on our consolidated income statements in a separate note to the
financial statements at each interim and annual reporting period, including amounts of purchases of inventory, employee compensation,
depreciation, and intangible asset amortization. The standard will be effective for annual reporting periods beginning after December
15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted.
We are currently evaluating the impact of this standard on our disclosures.
Other
recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force) and the United States Securities and Exchange
Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.
Revenue
Recognition
Interest
income is recognized in accordance with the contractual terms of promissory notes and applicable accounting guidance. Management periodically
reviews its estimates and assumptions. Actual results may differ from these estimates.
Allowance
for Credit Losses
The
Company accounts for expected credit losses on loans receivable in accordance with ASC 326 – Financial Instruments – Credit
Losses (CECL). As of March 31, 2026, the Company recorded an allowance for credit losses equal to approximately 3% of outstanding
loan balances. Management determined this allowance based on factors including, the unsecured nature of most loans, borrower concentration,
maturity concentration of the loans, historical repayment experience and current economic conditions. Actual credit losses may differ
from management’s estimates. These credit losses are expensed on the company’s statement of operations.
ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As
a “smaller reporting company,” we are not required to provide the information required by this Item.
ITEM
4- CONTROLS AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures
As
required by Rule 13a-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of our disclosure
controls and procedures as of the end of the period covered by this quarterly report March 31, 2026. This evaluation was carried out
by our Chief Executive Officer.
Disclosure
controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our
reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported, within the time
periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include controls
and procedures designed to ensure that information required to be disclosed in our company’s reports filed under the Securities
Exchange Act of 1934 is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer,
to allow timely decisions regarding required disclosure.
Based
upon that evaluation, including our Chief Executive Officer, we have concluded that our disclosure controls and procedures were ineffective
as of the end of the period covered by this report due to a material weakness in our internal control over financial reporting, which
is described below.
Management’s
Report on Internal Control over Financial Reporting
Our
management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f)
under the Securities Exchange Act of 1934). Management has assessed the effectiveness of our internal control over financial reporting
as of December 31, 2025 based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission. As a result of this assessment, management concluded that, as of March 31, 2026, our internal
control over financial reporting was not effective. Our management identified the following material weaknesses in our internal control
over financial reporting, which are indicative of many small companies with small staff: (i) inadequate segregation of duties and effective
risk assessment. and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements
and application of both US GAAP and SEC guidelines.
We
plan to take steps to enhance and improve the design of our internal control over financial reporting. During the period covered by this
quarterly report on Form 10-Q, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses,
we hope to implement the following changes during our fiscal year ending December 31, 2026: (i) appoint additional qualified personnel
to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures
for accounting and financial reporting. The remediation efforts set out in (i) and (ii) are largely dependent upon our securing additional
financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts
may be adversely affected in a material manner.
To
a certain extent, the size of our operation provides inherent checks and balances relative to internal controls: Because of our limited
staff size and the integration of our executives and directors in operations, the prospect for significant internal control failures
resulting in unreliable financial statements or worse is remote. Regardless, we recognize the importance of multiple layers of reporting
and controls and are working toward improving our capabilities.
Changes
in Internal Control over Financial Reporting
There
was no change in the Company’s internal control over financial reporting that occurred during the Company’s most recently
completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control
over financial reporting.
PART
2- OTHER INFORMATION
ITEM
1. LEGAL PROCEEDINGS
From
time to time, the Company may be involved in various legal proceedings and claims arising in the ordinary course of business. As of the
date of this report, the Company is not a party to any material legal proceedings, and management is not aware of any pending or threatened
legal proceedings that could have a material adverse effect on the Company’s financial condition, results of operations, or cash
flows.
ITEM
1A. RISK FACTORS
Risk
factors associated with our business are contained in Item 1A, “Risk Factors,” of our Annual Report on Form 10-K for the
fiscal year ended December 31, 2025 filed with the SEC on May 15, 2026. There have been no material changes from the risk factors disclosed
in the aforementioned filings.
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
There
were no sales unregistered sales of equity securities this period.
ITEM
3. DEFAULTS UPON SENIOR SECURITIES
The
Company has no senior securities, but has outstanding instruments previously characterized as unsecured convertible debentures. These
instruments are not senior to any other Company obligation. A Company insider holds the note. The original note was $270,000 but the
principal as of March 31, 2026 was 307,674.
ITEM
4. MINE SAFETY DISCLOSURES
Not
applicable.
ITEM
5. OTHER INFORMATION
Nothing
to add.
ITEM
6. EXHIBITS
EXHIBIT
INDEX
| Exhibit |
|
Description |
| |
|
|
| 31.1 |
|
Certification
of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act. |
| 31.2 |
|
Certification
of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act. |
| 32.1 |
|
Certification
of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.2 |
|
Certification
of Chief Financial 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 Linkbase Document |
| 101.DEF |
|
Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB |
|
Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE |
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
| |
SUPERSTAR PLATFORMS, INC |
| |
|
|
| |
By: |
/s/ MICHAEL
FARR |
| |
|
Michael Farr |
| |
|
Chief Executive Officer |
| |
|
|
| |
Date: |
May 15, 2026 |
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on May 15, 2026
on behalf of the registrant and in the capacities indicated.
| Signature |
|
Title |
| |
|
|
| /s/
MICHAEL FARR |
|
Chief
Executive Officer and Director |
| Michael
Farr |
|
(Principal
Executive Officer) |
| |
|
|
| /s/
MICHAEL FARR |
|
Chief
Financial Officer |
| Michael
Farr |
|
(Principal
Financial Officer and Principal Accounting Officer) |
| |
|
|
| /s/
CHRISTINA FARR |
|
Director |
| Christina
Farr |
|
|