NetBrands Corp. (NBND) Q1 2026: deeper losses, heavy dilution and debt strain
Rhea-AI Filing Summary
NetBrands Corp. reported a much larger net loss as it pivots into cryptocurrency mining. For the three months ended March 31, 2026, the company generated $13,816 in mining revenue but recorded a net loss of $677,294, driven by higher operating expenses and financing-related charges.
Total assets were only $91,180 against $2,962,860 of liabilities, resulting in a stockholders’ deficit of $2,871,680. The company disclosed negative working capital of $2,457,347 and an accumulated deficit of $33,610,197, and stated that these conditions raise substantial doubt about its ability to continue as a going concern.
NetBrands is now focused on bitcoin mining through its DigiHash subsidiary, operating ten Bitmain S21+ miners and planning a 5 MW facility in Iowa. The balance sheet reflects heavy use of high-cost debt, government EIDL loans of $493,710, convertible notes of $547,112, a new derivative liability of $365,427, and an Equity Line of Credit with Trillium. During the quarter it issued 128,320,285 common shares on note conversions, and subsequent to quarter-end issued another 101,759,582 shares on conversions, significantly diluting existing holders. As of May 11, 2026, common shares outstanding had risen to 361,392,060.
Positive
- None.
Negative
- Severe financial distress and going concern risk: cash of $11,802, negative working capital of $2,457,347, an accumulated deficit of $33,610,197, and management’s explicit statement that these conditions raise substantial doubt about the company’s ability to continue as a going concern.
- High leverage, costly debt and widespread defaults: total liabilities of $2,962,860 versus assets of $91,180, with all non-government loans payable in default and a key Cove convertible note in default at a balance of $234,425 including accrued interest.
- Heavy dilution from convertible structures: 128,320,285 common shares issued in Q1 2026 for note conversions, another 101,759,582 shares issued after March 31, 2026, and 5,875 Series B preferred shares issued for services, materially expanding the share count.
- Large non-operating losses linked to financing: Q1 2026 includes a $365,427 loss from change in derivative liability, $101,438 loss on extinguishment of debt, and $84,680 of interest expense, overwhelming the modest $13,816 in mining revenue.
Insights
NetBrands shows severe balance-sheet stress amid a speculative crypto pivot.
NetBrands Corp. now runs a small bitcoin mining operation, but its finances remain highly strained. Q1 2026 revenue from mining was only $13,816, while the company posted a net loss of $677,294 and operating expenses of $127,725.
The balance sheet is extremely weak: total assets of $91,180 sit against liabilities of $2,962,860, including $547,112 of convertible notes, $448,560 of high-cost loans payable, and $493,710 in EIDL government loans. Management discloses negative working capital of $2,457,347 and an accumulated deficit of $33,610,197, explicitly raising substantial doubt about continuing as a going concern.
Financing is coming largely through dilutive structures. The company recognized a derivative liability of $365,427 tied to convertible instruments, booked losses on extinguishment of debt, and issued 128,320,285 shares in Q1 for note conversions, with a further 101,759,582 shares issued after March 31, 2026. An Equity Line of Credit with Trillium and penalty/convertible features on the Cove note add continued dilution and default risk unless operating performance improves or alternative funding is found.
Key Figures
Key Terms
going concern financial
derivative liability financial
Equity Line of Credit Agreement financial
EIDL loans financial
ASC 606 financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended:
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT |
For the transition period from ________ to _________
Commission
File Number:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s
telephone number, including area code:
Securities registered pursuant to Section 12(b) of the Act: None
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Not applicable | Not applicable | Not applicable |
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |
| ☒ | Smaller reporting company | |||
| Emerging growth company |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
☐ No
As of May 11, 2026 the Registrant had shares of its common stock issued and outstanding.
NETBRANDS CORP.
QUARTERLY REPORT ON FORM 10-Q
March 31, 2026
TABLE OF CONTENTS
| Page | ||
| PART I - FINANCIAL INFORMATION | 3 | |
| Item 1. | Financial Statements. | 3 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. | 4 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk. | 7 |
| Item 4. | Controls and Procedures. | 7 |
| PART II - OTHER INFORMATION | 8 | |
| Item 1. | Legal Proceedings. | 8 |
| Item 1A. | Risk Factors. | 8 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. | 8 |
| Item 3. | Defaults Upon Senior Securities. | 8 |
| Item 4. | Mine Safety Disclosure. | 8 |
| Item 5. | Other Information. | 8 |
| Item 6. | Exhibits. | 8 |
| SIGNATURES | 9 | |
| 2 |
PART I – FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS.
The following unaudited interim consolidated financial statements of NetBrands Corp. (referred to herein as the “Company,” “we,” “us” or “our”) are included in this Quarterly Report on Form 10-Q (the “Quarterly Report”).
The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States and the rules of the Securities and Exchange Commission (the “SEC”), and should be read in conjunction with the audited consolidated financial statements and notes thereto contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which we filed with the SEC on April 15, 2026. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year.
| 3 |
NETBRANDS CORP.
Consolidated Financial Statements for the Three Months Ended March 31, 2026
Index to the Unaudited Consolidated Financial Statements
| Consolidated Balance Sheets at March 31, 2026 (Unaudited) and December 31, 2025 | F-2 |
| Unaudited Consolidated Statements of Operations for the Three Months Ended March 31, 2026 and 2025 | F-3 |
| Unaudited Consolidated Statement of Stockholders’ Deficit for the Three Months Ended March 31, 2026 and 2025 | F-4 |
| Unaudited Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025 | F-5 |
| Notes to the Consolidated Financial Statements (Unaudited) | F-6 |
| F-1 |
NetBrands Corp.
Consolidated Balance Sheets
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash | $ | $ | ||||||
| Total current assets | ||||||||
| Mining equipment, net | ||||||||
| Cryptocurrrency | ||||||||
| Security deposit | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued expense | $ | $ | ||||||
| Convertible notes | ||||||||
| Derivative liability | ||||||||
| Loans payable | ||||||||
| Total current liabilities | ||||||||
| Government loans payable | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies | ||||||||
| Stockholders’ (Deficit): | ||||||||
| Preferred stock, Series B $ par value, shares authorized, and shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively | ||||||||
| Common stock, $ par value, shares authorized; and shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive income | ||||||||
| Total stockholders’ (deficit) | ( | ) | ( | ) | ||||
| Total liabilities and (deficit) | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| F-2 |
NetBrands Corp.
Consolidated Statements of Operations
(Unaudited)
| Three Months Ended | Three Months Ended | |||||||
| March 31, | March 31, | |||||||
| 2026 | 2025 | |||||||
| Mining revenue | $ | $ | ||||||
| Cost of goods sold | ||||||||
| Gross margin | ||||||||
| Operating expenses: | ||||||||
| Payroll and taxes | ||||||||
| Legal and professional fees | ||||||||
| Selling, general and administrative and expenses | ||||||||
| Change in the fair market value of cryptocurrency | ||||||||
| Total operating expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other (expense) | ||||||||
| Loss on the extinguishment of debt | ( | ) | ( | ) | ||||
| Realized loss on the sale of bitcoin | ( | ) | ||||||
| Change in derivative liability | ( | ) | ||||||
| Interest expense | ( | ) | ||||||
| Loss before income taxes | ( | ) | ( | ) | ||||
| Provision for income taxes (benefit) | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Basic and diluted earnings (loss) per common share | $ | ) | $ | ) | ||||
| Weighted-average number of common shares outstanding: | ||||||||
| Basic and diluted | ||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| F-3 |
NetBrands Corp.
Consolidated Statements of Changes in Stockholders’ Equity
(Unaudited)
| Accumulated | ||||||||||||||||||||||||||||||||||||||||
Preferred A Stock | Preferred B Stock | Common Stock | Additional Paid-in | Accumulated | Other Comprehensive | Total
Stockholders’ | ||||||||||||||||||||||||||||||||||
| Shares | Value | Shares | Value | Shares | Value | Capital | Deficit | Income(Loss) | Deficit | |||||||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||||||||||||||||
| Common stock issuance for conversion of debt | ||||||||||||||||||||||||||||||||||||||||
| Net loss | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||||||||||||||||
| Accumulated | ||||||||||||||||||||||||||||||||||||||||
Preferred Stock | Preferred B Stock | Common Stock | Additional Paid-in | Accumulated | Other Comprehensive | Total Stockholders’ | ||||||||||||||||||||||||||||||||||
| Shares | Value | Shares | Value | Shares | Value | Capital | Deficit | Income | Deficit | |||||||||||||||||||||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||||||||||||||||
| Issuance of preferred stock for services | ||||||||||||||||||||||||||||||||||||||||
| Common stock issued for note conversions | ||||||||||||||||||||||||||||||||||||||||
| Warrants issued for financing fees | ||||||||||||||||||||||||||||||||||||||||
| Net loss | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2026 | $ | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||||||||||||||||
The accompanying notes are an integral part of (unaudited) consolidated financial statements.
| F-4 |
NetBrands Corp.
Consolidated Statements of Cash Flows
(Unaudited)
| Three Months Ended | Three Months Ended | |||||||
| March 31, | March 31, | |||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities | ||||||||
| Net (loss) | ( | ) | $ | ( | ) | |||
| Depreciation | ||||||||
| Adjustments to reconcile net loss to cash used in operating activities: | ||||||||
| Loss on note conversion | ||||||||
| Stock based compensation | ||||||||
| Warrants issued for financing costs | ||||||||
| Change in derivative liability | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Cryptocurrency | ||||||||
| Accounts payable and accrued expenses | ||||||||
| Net cash (used in) operating activities | ( | ) | ||||||
| Cash flows from financing activities | ||||||||
| Proceeds from convertible notes | ||||||||
| Proceeds from loans payable | ||||||||
| Net cash provided by financing activities | ||||||||
| Effect of exchange rates on cash and cash and cash equivalents | ||||||||
| Net increase in cash and cash equivalents | ||||||||
| Cash and cash equivalents at beginning of the year | $ | |||||||
| Cash and cash equivalents at end of the period | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| F-5 |
NetBrands Corp.
Notes To Unaudited Financial Statements for the Periods
Ended March 31, 2026 and 2025
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Business
NetBrands
Corp., formerly known as Global Diversified Marketing Group Inc. (“NetBrands” or the “Company”), was incorporated
as Dense Forest Acquisition Corporation, in
On November 26, 2018, the Company effected the acquisition of Global Diversified Holdings, Inc. (“GDHI”), a private New York company owned by the Company’s president, with the issuance of shares of the Company’s common stock in exchange for all of the outstanding shares of GDHI. GDHI became a wholly-owned subsidiary of the Company, and its activity for the years 2022 and 2021 is reflected in these financial statements along with the expenses of the Company.
Prior to the acquisition of GDHI, the Company had no business and no operations. Pursuant to the acquisition, the Company acquired the operations and business plan of GDHI, which imports and sells snack food products. For accounting purposes, GDHI is considered to be the acquirer, and the equity is presented as if the business combination had occurred on January 1, 2017.
On
August 31, 2022, the Company entered into an Asset Purchase Agreement with InPlay Capital Inc., a Delaware corporation (“InPlay”),
pursuant to which, on the same date, the Company purchased from InPlay all of the assets used in the operation and conduct of its business
relating to the online home fitness store known as “The Hula Fit”, including the Shopify Store and the TikTok, Facebook and
Google ad accounts, for a purchase price of $
On March 29, 2023, the Company filed an Amendment to its Certificate of Incorporation effecting the change of the Company’s name to NetBrands Corp., a name that reflects the planned expansion of the Company’s digital business. On July 31, 2023, the Company’s common stock began trading on the OTC Pink marketplace under its new name, NetBrands Corp., and its new trading symbol “NBND.”
On July 15, 2025 the Company announced that it pivoted to become a blockchain infrastructure business focused on cryptocurrency mining, digital asset treasury (DAT) management, and related blockchain technology initiatives.
On July 16, 2025 the Company formed a wholly owned Wyoming subsidiary called DigiHash LLC.
The Company has purchased 10 ASIC miners consisting of Bitmain S21+ on July 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
Cryptocurrency Mining Facility
The Company currently mines out of Cedar Falls Iowa with 2.5 petahash processing power which is equivalent to 2.5 quadrillion hashes per second and plans to develop a 5-megawatt (MW) Bitcoin mining facility, with a proposed location in Iowa, due to the availability of relatively low-cost electricity and environmental conditions favorable for equipment cooling. As of the date of this filing, the Company has started a dialogue with our current partner Simple Mining LLC about identifying, securing, and negotiating for a site development and proforma costs for our own facility. The Company is evaluating potential locations and related financial feasibility before committing to procurement or construction activities.
The planned facility would be custom-designed with ventilation and cooling systems to support mining hardware performance and longevity, and would connect to the local power grid as its primary electricity source. The Company intends to use Application-Specific Integrated Circuit (ASIC) miners, with hybrid diversification of Bitmain S21+ and Bitmain L9 for arbitrage and higher profitability, designed to mine cryptocurrencies using the SHA-256 algorithm and Scrypt miners, such as Bitcoin.
Basis of Presentation
The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. Certain prior year amounts have been reclassified to conform to the presentation in the current year. The Company has adopted a December 31 year-end.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Global Diversified Holdings, Inc. All intercompany accounts and transactions have been eliminated in consolidation.
Fair Value of Financial Instruments
The Company’s financial instruments consist of cash, accounts receivable from customers, accounts payable, and loans payable. The carrying amounts of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these consolidated financial statements.
| F-6 |
Management’s Representation of Interim Consolidated Financial Statements
The accompanying unaudited financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These financial statements include all of the adjustments, which in the opinion of management are necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year. These financial statements should be read in conjunction with the audited financial statements at and as of December 31, 2025 filed with the SEC on April 15, 2026.
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to revenue recognition, inventories, valuation of financial instruments, income taxes, and contingencies. The Company bases its estimates on historical experience, known or expected trends and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these consolidated financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates.
Reclassifications
Certain amounts in the prior year have been reclassified to conform to the current year presentation.
The Company accounts for stock-based compensation using the fair value method following the guidance outlined in Section 718-10 of the FASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This Section requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service. During the three months ended March 31, 2026 and March 31,2025 stock-based compensation was $ and $--, respectively.
Cash and Cash Equivalents
The
Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. On March 31,
2026 and December 31, 2025 the Company had $
Accounts Receivable
Accounts receivable are generated from sales of snack food products to retail outlets throughout the United States. The Company performs ongoing credit evaluations of its customers and adjusts credit limits based on customer payment and current creditworthiness, as determined by review of their current credit information. The Company continuously monitors credit limits for its customers and maintains a provision for estimated credit losses based on its historical experience and any specific customer issues that have been identified. An allowance for doubtful accounts are provided against accounts receivable for amounts management believes may be uncollectible. The Company historically has not had issues collecting on its accounts receivable from its customers. The Company factors certain of its receivables to improve its cash flow.
Bad
debt expense for the three months ended March 31, 2026, and 2025 was $-
Inventory
Inventory, which is comprised of snack food products and packaging supplies is charged to inventory when purchased, is stated at the lower of cost or net realizable value with cost determined under the first-in, first-out (“FIFO”) method. The Company does not carry any raw materials.
The
Company evaluates inventory levels quarterly value based upon assumptions about future demand and market conditions. Any inventory that
has a cost basis in excess of its expected net realizable value, inventory that becomes obsolete, inventory in excess of expected sales
requirements, inventory that fails to meet commercial sale specifications or is otherwise impaired are written down with a corresponding
charge to the statement of operations in the period that the impairment is first identified. The Company performed its evaluation on
March 31, 2026 and March 31, 2025, and determined that
Property and Equipment
Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful life of the assets. Maintenance, repairs, and renewals that do not materially add to the value of the equipment nor appreciably prolong its useful life are charged to expense as incurred.
| F-7 |
Cryptocurrency
The only cryptocurrency which we will hold is Bitcoin, ETH and AAVE. Our main allocation will be from mining consisting of BTC with the rest allocated in ETH and AAVE. These cryptocurrencies are included in long term assets on our balance sheets.
As a result of adopting ASC 350-60, Intangibles — Goodwill and Other, (“ASC 350-60”) on September 1, 2024, bitcoin is measured at fair value as of each reporting period (see “Recently Issued Accounting Pronouncements below”). The fair value of bitcoin is measured using the period-end closing bitcoin price from its principal market, Coinbase, in accordance with ASC 820, Fair Value Measurement (“ASC 820”). Since bitcoin is traded on a 24-hour period, the Company utilizes the price as of 23:59:59 UTC, which aligns with the Company’s revenue recognition cut-off. The changes in bitcoin valuation due to remeasurement in fair value within each reporting period are reflected on the Consolidated Statements of Operations and Comprehensive Loss as “Gain on fair value of bitcoin, net”. In accordance with ASC 350-60, the Company discloses realized gains and losses from the sale of bitcoin and such gains and losses are measured as the difference between the cash proceeds and the cost basis of bitcoin as determined on a First In-First Out basis.
During
the three months ending March 31, 2026 and 2025, we had unrealized losses from the change in the fair value of cryptocurrency of $
We hold our cryptocurrencies in an account at Bitstamp, a wholly owned subsidiary of Robinhood, a well-known bitcoin custodian.
Revenues from digital currency mining
We recognize revenue under ASC 606, Revenue from Contracts with Customers. The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:
| ● | Step 1: Identify the contract with the customer; | |
| ● | Step 2: Identify the performance obligations in the contract; | |
| ● | Step 3: Determine the transaction price; | |
| ● | Step 4: Allocate the transaction price to the performance obligations in the contract; and | |
| ● | Step 5: Recognize revenue when we satisfy a performance obligation. |
Step 1: We enter into a contract with a bitcoin mining pool operator (i.e., the customer) to provide hash calculation services to the mining pool. We only utilize pool operators that determine awards under the Full Pay-Per-Share method (the “FPPS method”). The contracts are terminable at any time by either party without penalty and our enforceable right to compensation only begins when we start providing hash calculation services to the mining pool operator (which occurs daily at midnight Universal Time Coordinated (UTC)). In general, mining revenue for industry participants consists of two parts, (1) the block reward (current bitcoin block reward is 3.125 bitcoin) paid by the network to the miner for successfully mining a block, and (2) the transaction fees paid by the users to the miner for successfully mining a block. When a mining pool successfully finds a block, it is awarded all of the transaction fees in that block and the reward from the network. Under the FPPS method utilized by us, we are entitled to an award of bitcoin equal to the expected reward per block over the measurement period of midnight-to-midnight UTC time based on the hash calculation services provided to the pool during the measurement period. We are also entitled to an aware of transaction fees per block based on the average of the transaction fees over the latest 144 blocks, each of which is about 10 minutes, and the total of 144 blocks equals one day. At the end of each day that runs from midnight-to-midnight UTC time, the pool operator calculates the pool participant’s expected block reward and transaction fees for the day based on the hash calculation services provided by the pool participant that day, less net digital asset fees due to the mining pool operator over the measurement period. The actual reward to us each day is based on the number of blocks we should have hypothetically mined during the measurement period based on the hash calculation services provided to the pool by us during the measurement period and the prevailing difficulty index, and is not based on the actual rewards received by the pool during the measurement period, which may be higher or lower than the expected rewards during such period. Applying the criteria per ASC 606-10-25-1, the contract arises at the point that we provide hash calculation services to the mining pool operator, which is the beginning of each contract day at midnight UTC (contract inception), because customer consumption is in tandem with daily delivery of the hash calculation services. Providing hash calculation services to mining pools is an output of our ordinary activities, and an enforceable right to compensation begins when, and continues as long as, such services are provided.
| F-8 |
Step 2: In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised good or service that is distinct. A performance obligation meets ASC 606’s definition of a “distinct” good or service (or bundle of goods or services) if both of the following criteria are met:
| ● | The customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer (i.e., the good or service is capable of being distinct); and | |
| ● | The entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the good or service is distinct within the context of the contract). |
Based on these criteria, we have a single performance obligation in providing hash calculation services (i.e., hashrate) to the mining pool operator (i.e., customer). The performance obligation of hash calculation services is fulfilled daily over-time, as opposed to a point in time, because we provide the hashrate throughout the day and the customer simultaneously obtains control of it and uses the asset to produce bitcoin. We have full control of the mining equipment utilized in the mining pool and if we determine it will increase or decrease the processing power of our machines and/or fleet (i.e., for repairs or when power costs are excessive) the hash calculation services provided to the customer will be reduced.
Step 3: The transaction consideration we earn is non-cash digital consideration in the form of bitcoin, which is based on the Full-Pay-Per-Share (“FPPS”) payout method under the contract with the pool operator. According to the customer contract, daily settlements are calculated from midnight-to-midnight UTC time, and the amount due in bitcoin is credited to our account shortly thereafter on the following day. The amount of bitcoin we are entitled to for providing hash calculations to the customer’s mining pool under the FPPS payout method is made up of block rewards and transaction fees less mining pool fees determined as follows:
| ● | The non-cash consideration calculated as a block reward over the continuously renewed contract periods is based on the total blocks expected to be generated on the bitcoin Network for the daily 24-hour period beginning midnight UTC and ending 23:59:59 UTC in accordance with the following formula: the hash calculations that we provide to the customer as a percent of the bitcoin network’s implied hash calculations as determined by the network difficulty, multiplied by the total bitcoin network block rewards expected to be generated for the same period. | |
| ● | The non-cash consideration calculated as transaction fees paid by transaction requestors is based on the share of total actual fees paid over the continuously renewed contract periods beginning midnight UTC and ending 23:59:59 UTC in accordance with the following formula: total actual transaction fees generated on the bitcoin network during the contract period as a percent of total block rewards the bitcoin network actually generated during the same period, multiplied by the block rewards we earned for the same period noted above. | |
| ● | The
sum of the block reward and transaction fees earned by us are reduced by mining pool fees charged by the customer for operating the
mining pool based on a rate schedule per the mining pool contract. The mining pool fee is only incurred to the extent we perform
hash calculations and generate revenue in accordance with the customer’s payout formula during the continuously renewed contract
periods beginning mid-night UTC and ending 23:59:59 UTC daily. We utilize one mining pool for our self-mining operations, which charges
approximately |
There are no other forms of variable considerations, such as discounts, rebates, refunds, credits, price concessions, incentives, performance bonuses, penalties, or other similar items.
The above non-cash consideration is variable in accordance with paragraphs ASC 606-10-32-5 to 606-10-32-7, since the amount of block reward earned depends on the amount of hash calculations we perform; the amount of transaction fees we are entitled to depends on the actual bitcoin network transaction fees over the same 24-hour period; and the operator fees for the same 24-hour period are variable since it is determined based on the total block rewards and transaction fees in accordance with the pool operator’s agreement. While the non-cash consideration is variable, we have the ability to estimate the variable consideration at contract inception with reasonable certainty without the risk of significant revenue reversal. We do not constrain this variable consideration because it is probable that a significant reversal in the amount of revenue recognized from the contract will not occur when the uncertainty is subsequently resolved and recognizes the non-cash consideration on the same day that control of the service is transferred, which is the same day as contract inception.
We measure the non-cash consideration based on the spot rate of bitcoin determined using our primary trading platform for bitcoin at mid-night UTC on the day of contract inception. We recognize non-cash consideration on the same day that control of the contracted service is transferred to the pool operator, which is the same day as the contract inception.
Step 4: The transaction price is allocated to the single performance obligation upon verification for the provision of hash calculation services to the mining pool operator. There is a single performance obligation (i.e., hash calculation services or hashrate) for the contract; therefore, all consideration from the mining pool operator is allocated to this single performance obligation.
Step 5: Our performance is complete in transferring the hash calculation services over-time (midnight to midnight UTC) to the customer and the customer obtains control of that asset. In exchange for providing hash calculation services, we are entitled to the expected bitcoin awards earned over the measurement period, plus the expected global transaction fee rewards for the respective measurement period, less net digital asset fees due to the mining pool operator over the measurement period. The transaction consideration we receive is non-cash consideration, in the form of bitcoin.
| F-9 |
There are no deferred revenues or other liability obligations recorded by us since there are no payments in advance of the performance. At the end of the 24 hour “midnight-to-midnight” period, there are no remaining performance obligations.
During
the three months ended March 31, 2026, we utilized one mining pool for our self-mining operations, which charges
Revenue Recognition
The Company recognizes revenue from product sales when control of the promised goods are transferred to our clients in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods and services. To achieve this core principle, the Company applies the following five steps: identify the contract with the client, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to performance obligations in the contract and recognize revenues when or as the Company satisfies a performance obligation. Typically, the Company receives a detailed purchase order from large retailers that specify the goods ordered, their price, payment terms and the required delivery date. Once the delivery of items on the purchase order is made to the client and title passes, the Company has met its performance obligation and recognizes revenue.
Property and Equipment
Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful life of the assets. Maintenance, repairs, and renewals that do not materially add to the value of the equipment nor appreciably prolong its useful life are charged to expense as incurred.
Impairment of Long-Lived Assets
The Company continually monitors events and changes in circumstances that could indicate the carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.
Intangible Assets
Intangible assets have either an identifiable or indefinite useful life. Intangible assets with identifiable useful lives are amortized on a straight-line basis over their economic or legal life, whichever is shorter.
The Company performs an annual impairment assessment for intangible assets during the fourth quarter of each year and more frequently whenever events or changes in circumstances indicate that the fair value of the asset may be less than the carrying amount.
Determining the fair value of intangible assets is judgmental in nature and requires the use of significant estimates and assumptions.
Income Taxes
Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.
The Company’s income tax returns are open for examination for up to the past three years under the statute of limitations. There are no tax returns currently under examination.
| F-10 |
Leases
The majority of our lease obligations are real estate operating leases from which the Company conducts its business. For any lease with an initial term in excess of 12 months, the related lease assets and liabilities are recognized on the Consolidated Balance Sheets as either operating or finance leases at the inception of an agreement where it is determined that a lease exists. Leases with an initial term of 12 months or less are not recorded on our Consolidated Balance Sheets. The Company recognizes lease expense for these leases on a straight-line basis over the lease term.
Leases with an initial term of 12 months or less, or that are on a month-to-month basis are not recorded on our Consolidated Balance Sheets. The Company recognizes lease expense for these leases on a straight-line basis over the lease term.
Operating lease assets represent the right to use an underlying asset for the lease term, and operating lease liabilities represent the obligation to make lease payments arising from the lease. These assets and liabilities are recognized based on the present value of future payments over the lease term at commencement date. The Company uses a collateralized incremental borrowing rate based on the information available at commencement date, including lease term, in determining the present value of future payments. Our lease terms generally do not include options to extend or terminate the lease unless it is reasonably certain that the option will be exercised. Fixed payments may contain predetermined fixed rent escalations. The Company recognizes the related rent expense on a straight-line basis from the commencement date to the end of the lease term.
As
of March 31, 2026 we had $-
Comprehensive Income
The
Company has established standards for reporting and displaying comprehensive income, its components, and accumulated balances. If applicable,
the Company would disclose this information on its Statement of Stockholders’ Equity. Comprehensive income comprises equity except
those resulting from investments by owners and distributions to owners. As of March 31, 2026, the Company had a balance of $
Basic income (loss) per share has been calculated based on the weighted average number of shares of common stock outstanding during the period. As of March 31, 2025, the Company had no dilutive instruments that could increase the number of shares if exercised or converted.
Recent Accounting Pronouncements
The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position, or cash flow.
| F-11 |
NOTE 2 – GOING CONCERN
As
of March 31, 2026, the Company had cash and cash equivalents of $
NOTE 3 – CAPITAL STOCK
The Company has authorized shares of common stock, $ par value per share as of March 12th with COA from Delaware. The Company had and shares of common stock issued and outstanding as of March 31, 2026 and December 31, 2025, respectively.
2026 Common Stock Issuances
| ● |
shares for conversion of a convertible notes valued at $ |
2025 Common Stock Issuance
During the year ended December 31, 2025 the Company had the following stock issuances:
| ● |
shares for services valued at $ | |
| ● | shares were issued for financing fees at $ per share. The share price was determined based on the trading price of the Company’s common stock on the date of issuance. | |
| ● |
shares for conversion of a convertible note valued at $ | |
| ● | Conversions, shares by Trillium LP Partners for aged convertible debt that has been assigned by Cove Funding LP | |
| ● | Conversions, shares by Trillium LP Partners for aged convertible debt that has been assigned by Cove Funding LP | |
| ● | Conversions, shares by Trillium LP Partners for aged convertible debt that has been assigned by Cove Funding LP |
| F-12 |
Preferred Stock
The
Company has shares of $ par value preferred stock authorized. On February 24, 2020, the Company filed a Certificate of
Designation for a class of preferred stock designated Class A Super Voting Preferred Stock (“A Stock”). There are
shares of A Stock designated.
Series B Preferred Stock
On September 8, 2025, the Company received notice of the filing of its Certificate of Designation for a class of Preferred Stock designated as Series B Preferred Stock (“Series B Preferred”) consisting of shares with a par value of $. The Series B Preferred has no voting, dividend or liquidation rights, except as required by law, and each share converts, at the option of the Holder into shares of common stock. The foregoing is only a summary of the terms of the Series B Preferred and the reader is referred to the Certificate of Designation which is an exhibit to this report.
During the three months ended March 31, 2026, the Company issued Preferred B shares for services.
During the year ended December 31, 2025, the Company issued Preferred B shares to a consultant and shares for the conversion of a related party liability.
As of March 31, 2026 and December 31, 2025 there were and , respectively, Preferred B shares issued and outstanding.
Warrants
On November 14, 2022 (the “Execution Date”), the “Company, entered into an engagement agreement (“Engagement Agreement”) with Spencer Clarke, LLC (“Spencer Clarke”), pursuant to which the Company engaged Spencer Clarke to serve as its exclusive investment banking firm (the “Services”).
In
consideration for Spencer Clarke providing the Services, (a) upon execution of the Engagement Agreement, the Company issued Spencer
Clarke warrants to purchase
The
In connection with financing arrangements entered into on August 25, 2025, July 11, 2025, and November 6, 2025, the Company issued an aggregate of warrants to a lender as a financing fee. The warrants were issued in consideration for entering into the financing arrangements and were not issued in exchange for goods or services. The warrants were fully vested and exercisable upon issuance.
The
fair value of the warrants was determined based on the observable market price of the Company’s common stock on the respective
dates of issuance. The aggregate fair value of the warrants issued as financing fees was $
| F-13 |
NOTE 4 – RELATED PARTY TRANSACTIONS
On
August 31, 2022, the Company entered into an Asset Purchase Agreement with InPlay Capital Inc., a Delaware corporation (“InPlay”),
pursuant to which the Company purchased from InPlay all of the assets used in the operation its business relating to the online home
fitness store known as “The Hula Fit”, including the Shopify Store and the TikTok, Facebook and Google ad accounts, for a
purchase price of $
On
April 10, 2023, Paul Adler, the President and a director of the Company, made a loan to the Company in the amount of $
On
April 8, 2024, Mr. Adler had advanced an additional $
On
August 29, 2024, the Company had outstanding loan balances and accrued interest totaling $
On
September 30, 2025 the accrued payroll balance due to Mr. Adler was $
On
October 31, 2025, the Company entered into a two year employment agreement with Mr. Adler to serve as its CEO at a salary of $
NOTE 5 – COMMITMENTS AND CONTINGENCIES
The
Company has one lease. The Company leases approximately
NOTE 6 – LOANS PAYABLE
The Company’s subsidiary had various loans outstanding on March 31, 2026 and December 31, 2025. All of these loans were short-term in nature, with varying rates of interest and fees, and no set minimum monthly payments. All of these notes were in default as of March 31, 2026.
| March 31, 2026 | December 31, 2025 | |||||||
| Loan FB (c) | $ | $ | ||||||
| Other Credit Cards | ||||||||
| Loan CC (d) | ||||||||
| Credit Line –LB LB(b) | ||||||||
| Credit Line – WB(a) | ||||||||
| Total loans payable | $ | $ | ||||||
| (a) | |
| (b) | |
| (c) | |
| (d) |
| F-14 |
Government loans payable
As
of March 31, 2026 and December 31, 2025, the Company had $
Convertible notes
As
of March 31, 2026 and December 31, 2025 the balance of convertible notes was $
Cove Note
On
March 22, 2024, the Company entered into the Cove Purchase Agreement with Cove Funding, pursuant to which Cove Funding agreed to extend
the Cove Loan to the Company in the amount of up to $
The
Cove Note has a stated maturity date of
As
of March 31, 2026 and December 31, 2025 the balance of this convertible note, which was in default, amounted to $
Trillium Note
On
October 29, 2025, the Company entered into an Equity Line of Credit Agreement (“ELOC”) and a Registration Rights Agreement
(“RRA”) with Trillium which, among other things provides for the purchase of up to $
As
of March 31, 2026, the total balance due to Trillium amounted to $
NOTE 7 – DERIVATIVE LIABILITY
The Company evaluated the conversion features associated with certain convertible promissory notes in accordance with ASC 815, Derivatives and Hedging. Based on the terms of the agreements, the Company determined that the conversion features required separate accounting treatment as derivative instruments.
The
fair value of the derivative liability associated with the convertible instruments was determined using the Black-Scholes option pricing
model using the following inputs: volatility of
For
the three month periods ended March 31, 2026 and 2025, the Company recognized a loss in change in derivative liabilities of $
NOTE 8 – SUBSEQUENT EVENTS
Subsequent
to March 31, 2026, the Company issued shares in connection with conversions of convertible notes, issued of Series
B Preferred stock to a consultant for services performed, and raised $
| F-15 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The information set forth in this Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) contains certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, including, among others (I) increase in our revenue and profitability, (ii) prospective business opportunities and (iii) our strategy for financing our business. Forward-looking statements are statements other than historical information or statements of current condition. Some forward-looking statements may be identified by use of terms such as “believes”, “anticipates”, “intends” or “expects”. These forward-looking statements relate to our plans, liquidity, ability to complete financing, to enter into future agreements with companies, and plans to successfully expand our business operations and the sale of our products. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs.
Although we believe that our expectations with respect to the forward-looking statements are based upon reasonable assumptions within the bounds of our knowledge of our business and operations, in light of the risks and uncertainties inherent in all future projections, the inclusion of forward-looking statements in this Quarterly Report should not be regarded as a representation by us or any other person that our objectives or plans will be achieved. All forward-looking statements speak only as of the date of this Quarterly Report. Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, or other information contained herein, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise. We caution you therefore that you should not rely on any of these forward-looking statements as statements of historical fact or as guarantees or assurances of future performance.
Basis of Presentation
The following discussion highlights our results of operations and the principal factors that have affected our financial condition as well as our liquidity and capital resources for the periods described and provides information that management believes is relevant for an assessment and understanding of the statements of financial condition and results of operations presented herein. The following discussion and analysis are based on our unaudited financial statements contained in this Quarterly Report, which we have prepared in accordance with United States generally accepted accounting principles. You should read the discussion and analysis together with such financial statements and the related notes thereto.
The audited financial statements for our fiscal year ended December 31, 2025, contained in our Annual Report, include a summary of our significant accounting policies and should be read in conjunction with the discussion below. In the opinion of management, all material adjustments necessary to present fairly the results of operations for such periods have been included in these audited financial statements. All such adjustments are of a normal recurring nature.
References in this section to “NetBrands,” “we,” “us,” “our,” “the Company” and “our Company” refer to NetBrands Corp. and its consolidated subsidiary, Global Diversified Holdings, Inc.
Overview
The Company was incorporated on December 1, 2017, as a Delaware corporation under the name “Dense Forest Acquisition Corporation.” On June 13, 2018, in anticipation of its acquisition of Global Diversified Holdings, Inc. (“GDHI”), a private New York snack and gourmet food company, the Company changed its to “Global Diversified Marketing Group Inc.” Prior to consummation of this acquisition, the Company had no business and no operations. On November 26, 2018, the Company acquired the operations and business plan of GDHI, to develop and market healthy snack foods, and it became our wholly owned operating subsidiary.
On March 29, 2023, the Company filed an Amendment to its Certificate of Incorporation effecting the change of the Company’s name to NetBrands Corp., a name that reflected the planned expansion of the Company’s digital business.
| 4 |
We operate through diversified subsidiaries with the Company entering industrial-scale crypto mining operations through procurement of next generation mining equipment (ASICs) and seeks for M&A and JV opportunities in the blockchain sector, particularly within digital and Web 3.0 verticals and strategically expanding its reach with a strong emphasis on the rapidly growing Web 3.0 segment.
Going forward, we intend to seek, investigate and, if such investigation warrants, engage in a business combination with a private entity whose business presents an opportunity for our shareholders. We will not restrict our potential candidate target companies within the digital and web 3.0 industry or geographical location and, thus, may acquire this type of business. Further, we may acquire or combine with a venture that is in its preliminary or early stages of development, one that is already in operation, or one that is in a more mature stage of its corporate existence. Accordingly, business opportunities may be available at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities difficult and complex. The analysis of new business opportunities will be undertaken by or under the supervision of our executive officers and directors, none of whom is a business analyst. Therefore, it is anticipated that outside consultants or advisors may be utilized to assist us in the search for and analysis of qualified target companies.
On July 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
Cryptocurrency Mining Facility
The Company currently mines out of Cedar Falls Iowa with 2.5 petahash processing power which is equivalent to 2.5 quadrillion hashes per second and plans to develop a 5-megawatt (MW) Bitcoin mining facility, with a proposed location in Iowa, due to the availability of relatively low-cost electricity and environmental conditions favorable for equipment cooling. As of the date of this filing, the Company has started a dialogue with our current partner Simple Mining LLC about identifying, securing, and negotiation for a site development and proforma costs for our own facility. The Company is evaluating potential locations and related financial feasibility before committing to procurement or construction activities.
The 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.
Results of Operations
The information set forth below should be read in conjunction with the financial statements and accompanying notes elsewhere in this Quarterly Report.
| 5 |
Comparison of Results of Operations for the Three Months Ended March 31, 2026 and 2025
Revenues and Cost of Sales
Mining revenue for the three months ended March 31, 2026, was $13,816, compared to sales of $-0- for the three months ended March 31, 2025.
We have strategically repositioned the Company to become a blockchain infrastructure business focused on cryptocurrency mining, digital asset treasury (DAT) management, and related blockchain technology initiatives.
Operating expenses
Operating expenses for the three months ended March 31, 2026 were $127,725 compared to $6,191 during the same three months ended March 31, 2025. The material increase in expenses is attributable to our strategically repositioning the Company to become a blockchain infrastructure business focused on cryptocurrency mining, digital asset treasury (DAT) management, and related blockchain technology initiatives in the 2025 period.
Other income and (expense)
Other income (expense) is comprised solely of interest expense and a loss on the extinguishment of debt related to our fundings. Other expense was $553,732 for the three months ended March 31, 2026, compared to $96,854 in other expense during the three months ended March 31, 2025.
Net loss
As a result of the foregoing, we recorded a net loss of $677,294 or $(0.00) per share for the three months ended March 31, 2026, compared to a loss of $103,045 or $(0.00) per share for the three months ended March 31, 2025.
Going Concern
The accompanying consolidated financial statements have been prepared assuming we will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business for the twelve-month period following the date of these financial statements. On a consolidated basis, we have incurred significant operating losses since inception. The Company’s independent auditor has indicated substantial doubt about the Company continuing as a going concern based on the Company’s accumulated deficit and accrued liabilities. Our ability to continue our operations as a going concern, realize the carrying value of our assets, and discharge our liabilities in the normal course of business is dependent upon our ability to raise capital sufficient to fund our commitments and ongoing losses, and ultimately generate profitable operations. If we cannot obtain needed funds, we may be forced to reduce or cease our activities with a consequent loss to investors. In addition, should we incur significant presently unforeseen expenses or delays, we may not be able to accomplish our goals. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.
| 6 |
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
Critical Accounting Estimates
Our financial statements and accompanying notes have been prepared in accordance with GAAP. The preparation of these financial statements requires management to make estimates, judgments, and assumptions that affect reported amounts of assets, liabilities, revenues and expenses. We continually evaluate the accounting policies and estimates used to prepare our financial statements. The estimates are based on historical experience and assumptions believed to be reasonable under current facts and circumstances. Actual amounts and results could differ from these estimates made by management. Certain accounting policies that require significant management estimates and are deemed critical to our results of our operations or financial position. Our critical accounting estimates are more fully discussed in Note 2 to our unaudited financial statements contained herein.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
Not applicable because we are an emerging growth company.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our President (principal executive officer) and Chief Financial Officer (principal financial and accounting officer), who is directly involved in the day-to-day operations of the Company, as of March 31, 2026, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended. Based on this evaluation, our principal executive officer and principal financial and accounting officer concluded that our disclosure controls and procedures were effective as of March 31, 2026 to ensure that information required to be disclosed by us in reports filed or submitted under the Securities Exchange Act were recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Act Commission’s rules and forms and that our disclosure controls are effectively designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act is accumulated and communicated to management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Our management, including our President and Chief Financial Officer, does not expect that our disclosure controls and procedures will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdown can occur because of simple error or mistake. In particular, many of our current processes rely upon manual reviews and processes to ensure that neither human error nor system weakness has resulted in erroneous reporting of financial data.
As of March 31, 2026, our disclosure controls and procedures were determined to be effective.
Changes in Internal Control over Financial Reporting
During the period covered by this Quarterly Report, there were no changes in our internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
| 7 |
PART II – OTHER INFORMATION
Item 1. Legal Proceedings.
None
Item 1A. Risk Factors.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Except as set forth below, there were no sales of equity securities sold during the period covered by this Report that were not registered under the Securities Act and were not previously reported in a Current Report on Form 8-K filed by the Company.
During the three months ended March 31, 2026, the Company issued 128,320,285 shares for conversion of a convertible notes valued at $59,445 at prices of between $0.0003 and $0.0005 per share.
Item 3. Defaults upon Senior Securities.
All Company debt is in default except for its EIDL and SBA loans with the government.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
None.
Item 6. Exhibits.
| Exhibit No. | Description | |
| 31.1/31.2* | Certification of Principal Executive Officer and Principal Financial and Accounting Officer pursuant to Exchange Act Rule 13a-14(a)/15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32.1/32.2* | Certification Of Principal Executive Officer and Principal Financial and Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 101.INS* | Inline XBRL Instance Document | |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Link base Document | |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Link base Document | |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Link base Document | |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Link base Document | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
*Filed herewith
| 8 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| NETBRANDS CORP | ||
| Date: May 13, 2026 | By: | /s/ Paul Adler |
| Name: | Paul Adler | |
| Title: | Chief Financial Officer, President, Secretary and Treasurer | |
| (Principal Executive Officer and Principal Financial and Accounting Officer) | ||
| 9 |