CRSF 10-K
Crisp Momentum Inc. (CRSF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
For the fiscal year ended
For the transition period from ______________
Commission
file number:
(Exact name of registrant as specified in its charter)
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or other jurisdiction of incorporation or organization) |
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telephone number:
Securities registered pursuant to Section 12(b) of the Act:
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Securities registered pursuant to Section 12(g) of the Act: None
Indicate
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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
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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,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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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 13(a) of the Exchange Act. ☐
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As
of January 31, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market
value of the shares of common stock outstanding, other than shares held by persons who may be deemed affiliates of the registrant, computed
by reference to the closing sales price for a share of common stock on January 31, 2025 as reported by OTC Markets Group, Inc. ($0.1300),
was approximately $
As of January 14, 2026, there were shares of common stock, par value $ per share, of the registrant issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
TABLE OF CONTENTS
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains forward-looking statements. Specifically, forward-looking statements may include statements relating to:
| ● | our future financial performance; | |
| ● | changes in the market for our products and services; | |
| ● | our expansion plans and opportunities; and | |
| ● | other statements preceded by, followed by or that include the words “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “target” or similar expressions. |
These forward-looking statements are based on information available as of the date hereof and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:
| ● | the level of demand for our products and services; | |
| ● | competition in our markets; | |
| ● | our ability to grow and manage growth profitably; | |
| ● | our ability to access additional capital; | |
| ● | changes in applicable laws or regulations; | |
| ● | our ability to attract and retain qualified personnel; | |
| ● | the possibility that we may be adversely affected by other economic, business, and/or competitive factors; and | |
| ● | other risks and uncertainties indicated herein, including those under “Risk Factors.” |
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PART I
Item 1. Business
Crisp Momentum Inc. (“Crisp” or the “Company”) is a U.S.–based global media and technology company focused on the creation, acquisition, and monetization of short-form scripted video content known as Duanju or “microdramas.” Crisp develops and distributes professionally produced, high-quality short-form series through the Crisp platform as well as through third-party digital distribution partners worldwide.
Incorporated in Delaware in 1986, the Company was originally engaged in the sale of automated luminometer and an accompanying reagent system that measures raw material for microbiological contamination. The Company then discontinued such operations in 1996 and began developing technology that achieved molecular separation with innovative applications of electrostatics. The Company ultimately abandoned these endeavors and underwent various shifts in its business operations. In 2021, the Company pivoted into the blockchain technology and digital asset business and, in 2022, the Company changed its corporate name to OpenLocker Holdings, Inc. On July 11, 2025, the Company entered into a Stock Purchase Agreement with Crisp Momentum Inc. and Digital Knight S.á.r.l, pursuant to which the Company purchased all outstanding shares of Crisp Momentum Inc.’s capital stock. Following consummation of such transaction on August 28, 2025, the Company changed its name to Crisp Momentum Inc.
Business Overview
Crisp is among the first western companies building a commercial microdrama platform with active recurring revenue, supported by a growing global user base and an emerging catalogue of proprietary, franchise-ready intellectual property. The Company employs a diversified monetization model that includes subscriptions, advertising, merchandising, branded entertainment, product placement, and fan-service offerings.
Crisp’s long-term strategy is to build a global library of premium short-form IP across multiple genres and capture a meaningful share of the rapidly expanding global microdrama market.
Principal Products and Services
Crisp offers a suite of content and digital media services centered on short-form scripted video entertainment:
The Crisp Platform
A proprietary mobile-first streaming platform delivering short-form scripted video content across a broad array of genres worldwide. The platform supports:
| ● | subscription-based access; | |
| ● | advertising-based viewing; | |
| ● | in-app purchases; and | |
| ● | fan-service engagement and ancillary content. |
Content Production & IP Development
Crisp produces and acquires short-form scripted video series (typically 1–2 minute episodes released in multi-episode arcs). Content is designed for franchise expansion through sequels, spin-offs, merchandise, licensing, and cross-media adaptations.
Monetization Services
Crisp’s revenue streams include, among other things:
| ● | subscription fees; | |
| ● | advertising revenue; | |
| ● | brand integrations and product placement; | |
| ● | merchandising and collectibles; | |
| ● | licensing arrangements with domestic and international platforms; and | |
| ● | fan-service enhancements and premium content sales. |
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Distribution and Licensing
Crisp distributes its owned content through:
| ● | the Crisp platform; | |
| ● | major international app stores; | |
| ● | global social and entertainment networks; and | |
| ● | third-party streaming, advertising, and over-the-top (“OTT”) partners. |
Industry Overview and Market Opportunity
Microdramas (Duanju) represent one of the fastest-growing segments in global entertainment. Originating in China as mobile-first bingeable scripted content, microdramas have expanded internationally, capturing strong user engagement and high lifetime value (LTV) dynamics.
Key industry trends include:
| 1. | China’s microdrama market is approximately $6.9 billion with 400 million daily active users. |
| 2. | The global microdrama market is projected to grow from $2 billion in 2024 to $10 billion by 2028, driven by mobile-native consumption and short-viewing formats. |
| 3. | Western markets remain significantly underserved, with most production capacity concentrated in China and a limited number of western-produced titles. |
| 4. | Unit economics support scalable global expansion, with disciplined production cycles, fast content testing, and strong returns for successful titles. |
Crisp aims to become a leading western-based developer and curator of microdrama IP while expanding internationally through partnerships, localized production, and diversified monetization.
Competitive Advantage
Crisp’s competitive strengths include:
| 1. | Western First-Mover Advantage: Crisp is one of the first western media companies with a dedicated microdrama platform showing early commercial traction. |
| 2. | Genre-Diversified Content Strategy: Unlike many microdrama competitors that concentrate on romance content, Crisp develops and acquires content across a wide array of genres, including thriller, sci-fi, horror, comedy, animation, and documentary-style formats. |
| 3. | Scalable IP-Driven Model: Crisp designs content for repeatability and expansion—supporting multi-season arcs, sequels, merchandise, licensing, product placement, and brand integrations. |
| 4. | Global Production and Distribution Partnerships: The Company collaborates with studios, creators, and distributors across Asia, Europe, and North America, enabling cost-efficient production and rapid market scaling. |
| 5. | Multi-Revenue-Stream Monetization: A diversified revenue mix reduces dependence on any individual title, platform, or geography. |
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Tactical Objective:
To scale platform adoption, grow the catalogue of premium short-form content, expand global distribution partnerships, and strengthen recurring and diversified revenue streams.
Customers
Crisp serves a broad base of global mobile-first digital entertainment consumers who engage with microdramas through:
| 1. | subscription access on the Crisp platform; | |
| 2. | advertising-supported viewing; | |
| 3. | in-app purchases and premium fan-service features; and | |
| 4. | merchandise and brand-integrated content. |
Crisp’s customer ecosystem also includes advertisers, media partners, content creators, and third-party platforms that help extend reach and revenue across key international markets.
Government Regulation
Crisp operates in multiple jurisdictions and is subject to a wide range of regulatory requirements, including:
Content and Media Compliance
Regulation of online video content varies by country and may require:
| 1. | OTT licensing; | |
| 2. | content age-rating and classification; and | |
| 3. | compliance with decency, cultural, or censorship standards. |
Data Privacy and Cybersecurity
Crisp must comply with applicable privacy and data protection laws globally, including:
| 1. | U.S. federal and state privacy laws; | |
| 2. | General Data Protection Regulation (EU); | |
| 3. | Personal Data Protection Act (Singapore); and | |
| 4. | other regional digital privacy requirements. |
Advertising and Consumer Protection Laws
Regulations governing subscription billing disclosures, recurring billing, cancellation rights, ad disclosures, and sponsored content apply in multiple jurisdictions.
Intellectual Property Laws
Crisp must protect proprietary content and ensure that all licensed or partner-provided content complies with copyright and distribution rights.
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International Operational Risks
In certain countries, restrictions on digital content, data localization rules, content distribution bans, and changing regulatory frameworks may impact platform availability or require operational changes.
Crisp dedicates resources to monitoring and complying with these evolving regulatory, data, and content obligations.
Securities Exchange Act of 1934
In the event we invest in the securities of a company that is subject to the reporting requirements under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we may be required to make certain filings with the SEC in connection with any acquisition or beneficial ownership of more than 5% of any class of the equity securities of a company registered under the Exchange Act. Generally, these filings require disclosure of the identity and background of the purchaser, the source and amount of funds used to acquire the securities, the purpose of the transaction, the purchaser’s interest in the securities, and any contracts, arrangements or undertakings regarding the securities. Also, if we become the beneficial owner of more than 10% of any class of the equity securities of a company registered under the Exchange Act, we may be subject to certain additional reporting requirements and to liability for short-swing profits under Section 16 of the Exchange Act.
Employees
As of January 14, 2026, we have no full-time employees. Renger van den Heuvel serves as our Chief Executive Officer and acting principal financial officer. The Company uses contractors on an as-needed basis to fulfill its staffing needs.
Organizational History
The Company was originally incorporated in Delaware in 1986. It changed its domicile to Massachusetts in 1987. Until July 7, 1992, the Company was engaged in the sale of an automated luminometer and an accompanying reagent system that measures raw material for microbiological contamination. The Company discontinued operations and liquidated the remaining inventory of reagents on April 16, 1993. The Company changed its state of domicile again to Delaware in May 1996 and concurrently changed its name to IMSCO Technologies, Inc. At the time, the Company switched its focus to developing technology that achieves molecular separation with innovative applications of electrostatics. The Company ultimately abandoned these endeavors and continued to go through shifts in its business operations. In 2001, the Company changed its name to Global Sports and Entertainment, Inc. In 2002, it changed its name to GWIN, Inc. The Company changed its name to Winning Edge International, Inc. in 2006 and in 2007, to W Technologies, Inc.
In June 2021, the Company closed upon a share exchange agreement with Krypto Ventures pivoting the Company into the blockchain technology and digital asset business. In November 2021, the Company redeemed a large portion of the common stock issued in the Krypto Ventures transaction and current management took over the Company operations. Effective December 31, 2021, the Company changed its name to “Descrypto Holdings, Inc.”
On December 5, 2022, the Company changed its corporate name to OpenLocker Holdings, Inc. and effective December 9, 2022, the trading symbol for the Company’s common stock changed to “OLKR”. In October 2022 the Company uplisted to the OTCQB Venture Market.
On July 11, 2025, the Company entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Crisp Momentum Inc., a Delaware corporation (the “Target”), and Digital Knight S.á.r.l., a Luxembourg company (the “Seller”), pursuant to which the Company agreed to purchase all of the outstanding shares of capital stock of the Target from the Seller in exchange for an aggregate of 35,600,000 shares of the Company’s common stock (the “Crisp Transaction”).
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On August 28, 2025, following the consummation of the Crisp Transaction, the Company changed its name to “Crisp Momentum Inc.” and, effective August 28, 2025, the trading symbol for the Company’s common stock changed to “CRSF”.
Series A Preferred Stock
On January 10, 2022, the Company filed a Certificate of Designations of Preferences and Rights of Series A Preferred Stock with the Delaware Secretary of State, authorizing 200,000 shares of Series A preferred stock (the “Series A Preferred”). Each share of Series A Preferred is convertible into 1,000 shares of common stock, at the election of the holder, at any time. On any matter submitted to the holders of common stock for a vote or on which the holders of common stock have a right to vote, each share of Series A Preferred will have a number of votes equal to the number of shares of common stock into which the Series A Preferred is convertible. The Series A Preferred will vote together with the common stock as one class. The Series A Preferred will participate in any dividends, distributions or payments to the holders of the common stock on an as-converted basis. Series A Preferred is not entitled to receive any distribution of the Company’s assets or surplus funds upon a liquidation, merger or similar event.
On January 13, 2022, the Company entered into and closed upon a Share Exchange Agreement by and between the Company and American Capital Ventures, an entity wholly owned by its CEO at the time, Howard Gostfrand (the “ACV Agreement”). Pursuant to the terms of the ACV Agreement, the Company exchanged 88,800,191 shares of our common stock owned by ACV for the issuance of 88,800 shares of Series A Preferred.
Also on January 13, 2022, the Company entered into and closed upon a Share Exchange Agreement by and between the Company and Leone Capital, an entity wholly owned by our President, Laura Anthony (the “Leone Agreement”). Pursuant to the terms of the Leone Agreement, the Company exchanged 88,800,191 shares of our common stock owned by Leone for the issuance of 88,800 shares of Series A Preferred.
Series A Preferred Redemptions
On February 18, 2022, the Company entered into and closed certain Redemption Agreements (each, a “Series A Redemption Agreement”), by and between the Company and ACV and Leone (together, the “Redeeming Series A Stockholders”). Pursuant to the terms of the Series A Redemption Agreements, each of the Redeeming Series A Stockholders sold, and the Company purchased, a total of 142,080 Series A Preferred shares representing 80% of the Redeeming Series A Stockholders’ holdings for an aggregate purchase price of $2.00.
2022 and 2023 Series A Subscription Agreements
On October 5, 2022, the Company entered into Subscription Agreements (the “Brian Klatsky Agreement”), dated October 5, 2022, by and between the Company and each of the following purchasers: Brian Klatsky, American Capital Ventures Inc. (ACV) and Leone Group LLC. Mr. Klatsky was a member of the Company’s Board of Directors, a significant stockholder of the Company and President of OpenLocker, Inc., a wholly owned operating subsidiary of the Company. Howard Gostfrand was Chief Executive Officer, Principal Financial Officer and director of the Company, and was President and founder of ACV. Laura Anthony, then President and Chairperson of the Company’s Board of Directors, was managing member of Leone. Pursuant to the terms of the Agreements, each of the purchasers agreed to purchase from the Company, and the Company agreed to sell to each purchaser, 3,000 (for an aggregate of 9,000 shares) shares of the Company’s Series A Preferred at a price of $0.66666666 per share, for a subscription price of $2,000.00 (for an aggregate of $6,000.00).
On June 20, 2023, the Company entered into a Subscription Agreement (the “Brian Klatsky Agreement”), dated June 20, 2023, by and between the Company and Brian Klatsky, a member of the Company’s Board of Directors, President of OpenLocker Inc., an operating company and wholly owned subsidiary of the Company, and a significant stockholder of the Company. Pursuant to the terms of the Brian Klatsky Agreement, Mr. Klatsky agreed to purchase from the Company, and the Company agreed to sell to Mr. Klatsky, 9,895 shares of the Company’s Series A Preferred at a price of $0.66666666 per share, for a total subscription price of $6,597. The Company sold such shares to Mr. Klatsky on June 20, 2023.
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Also on June 20, 2023, the Company entered into a Subscription Agreement (the “Lauren Klatsky Agreement” and together with the Brian Klatsky Agreement, the “Agreements”), dated June 20, 2023, by and between the Company and Lauren Klatsky, Chief Operating Officer of OpenLocker Inc. Pursuant to the terms of the Lauren Klatsky Agreement, Ms. Klatsky agreed to purchase from the Company, and the Company agreed to sell to Ms. Klatsky, 4,000 shares of the Company’s Series A Preferred at a price of $0.66666666 per share, for a total subscription price of $2,667. The Company sold such shares to Ms. Klatsky on June 20, 2023.
2022 Common Stock Redemption Agreements
On February 18, 2022, the Company entered into certain Redemption Agreements (each, a “2022 Redemption Agreement” and collectively, the “2022 Redemption Agreements”), by and among the Company and each of the following holders of the Company’s common stock: Balance Labs, Aleksandr Rubin, Ronald Cons, Avon Road, 2018 Investor Trust, Congregation Boro Minyan, Rachel Jacobs, Jessica Beren, Aros, LLC, Lyons Capital, MACA, and J and K Ventures, LLC (collectively, the “2022 Redeeming Stockholders”). Pursuant to the terms of the 2022 Redemption Agreements, each of the 2022 Redeeming Stockholders agreed to sell, and the Company agreed to purchase, 80% of such 2022 Redeeming Stockholders’ common stock holdings at a purchase price of $0.00001 per share.
On February 18, 2022, pursuant to the terms of the 2022 Redemption Agreements, the Company paid an aggregate of $773.82 to the 2022 Redeeming Stockholders in exchange for the transfer of a total of 77,382,494 shares of common stock (the “2022 Redeemed Shares”), representing 80% of the shares of common stock held by the 2022 Redeeming Stockholders. As a result of the redemption, the 2022 Redeemed Shares were returned to the status of authorized and unissued shares of common stock.
On March 26, 2025, the Company issued a total of 58,415,000 shares of common stock pursuant to the conversion of shares of Series A Preferred. After giving effect to such conversions and issuances, the Company had no remaining shares of Series A Preferred outstanding.
Item 1A. Risk Factors
RISK FACTORS
An investment in our securities carries a significant degree of risk. You should carefully consider the following risks, as well as the other information contained in this Annual Report on Form 10-K, including our historical financial statements and related notes included elsewhere herein, before you decide to purchase our securities. Any one of these risks and uncertainties has the potential to cause material adverse effects on our business, prospects, financial condition and operating results which could cause actual results to differ materially from any forward-looking statements expressed by us and a significant decrease in the value of our common shares and warrants. Refer to “Cautionary Statement Regarding Forward-Looking Statements”.
We may not be successful in preventing the material adverse effects that any of the following risks and uncertainties may cause. These potential risks and uncertainties may not be a complete list of the risks and uncertainties facing us. There may be additional risks and uncertainties that we are presently unaware of, or presently consider immaterial, that may become material in the future and have a material adverse effect on us. You could lose all or a significant portion of your investment due to any of these risks and uncertainties.
Below is a summary of material risks, uncertainties and other factors that could have a material effect on the Company and its operations:
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Risks Related to Our Business and Industry
| ● | We are an early-stage company with a limited operating history. Such limited operating history may not provide an adequate basis to judge our future prospects and results of operations. | |
| ● | In the past, our auditors have indicated that there is substantial doubt about our ability to continue as a going concern. | |
| ● | We may suffer from lack of availability of additional funds. | |
| ● | We may be unable to scale our operations successfully. | |
| ● | The requirements of remaining a public company may strain our resources and distract management, which could make it difficult to manage our business. | |
| ● | We may acquire other assets or businesses, or form collaborations or make investments in other companies or technologies that could harm its operating results, dilute its stockholders’ ownership, increase its debt or cause it to incur significant expense. | |
| ● | Our financial results fluctuate and may be difficult to forecast, and this may cause a decline in the trading price of our stock. | |
| ● | Our plans for expansion cannot be implemented if we lose our key personnel or cannot recruit additional personnel. | |
| ● | Failure to adequately protect our intellectual property rights or defend against third-party claims could materially and adversely affect our business, financial condition and results of operations. |
Risks Related to Content, Product Development and Technology
| ● | If we fail to correctly anticipate user preferences or develop new content that resonates with users, our growth and monetization strategies may not succeed. | |
| ● | The short-form content market is highly dynamic, with rapidly evolving user tastes and intense competition. | |
| ● | If user data declines, if algorithms fail to evolve, or if new analytical technologies outpace our capabilities, our operating performance may be significantly harmed. | |
| ● | Our reliance on third-party digital distribution platforms exposes us to significant risks. |
Risks Related to Our Common Stock
| ● | Our common stock is subject to risks arising from restrictions on reliance on Rule 144 by shell companies or former shell companies. | |
| ● | Our common stock constitutes restricted securities and is subject to limited transferability. | |
| ● | Our common stock price may decrease due to factors beyond our control. | |
| ● | Our common stock is subject to the application of the “penny stock” rules which could adversely affect the market price of our common stock and increase transaction costs to sell those shares. | |
| ● | The market price for our common stock is particularly volatile, which could lead to wide fluctuations in our share price. You may be unable to sell your common stock shares at or above your purchase price, or at all, which may result in substantial losses to you. | |
| ● | We do not intend to pay dividends for the foreseeable future. |
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Risks Related to Our Business and Industry
The transition from our historical business to a new short-form digital entertainment platform involves substantial risk and uncertainty.
Historically, the Company operated under the name “OpenLocker Holdings Inc.” and focused on athlete-driven digital collectibles, sports marketing solutions, and related merchandising technologies. Following a change of control in 2024–2025, the Company transitioned exclusively into the production, distribution, and monetization of short-video dramas through mobile applications and digital streaming platforms.
Entering a new industry presents numerous risks, including lack of historical operating data, the need for new technical expertise, competition against well-established global streaming platforms, and challenges in brand recognition. There is no guarantee that our new business model will succeed or that we will generate revenue sufficient to offset the costs of developing or acquiring short-form video content.
If we fail to attract, grow, and retain an active user base, our business and operating results will be materially harmed.
Our ability to generate revenue depends heavily on our ability to attract active users globally and convert them into paying subscribers or advertising-supported viewers. Users may discontinue use of our service for many reasons, including dissatisfaction with content, competing entertainment options, economic pressure to reduce discretionary spending, or pricing adjustments. If we cannot produce or acquire compelling short-form dramas that appeal to diverse audiences, or if competitors offer better content or lower pricing, our growth prospects will be negatively impacted.
If we fail to correctly anticipate user preferences or develop new content that resonates with users, our growth and monetization strategies may not succeed.
The short-form content market is highly dynamic, with rapidly evolving user tastes and intense competition. If our short dramas fail to engage users or if we cannot generate a pipeline of new, high-quality content, user engagement may decline, adversely affecting subscription and advertising revenue.
Our technology infrastructure may fail to support effective monetization.
We depend on data analytics, recommendation systems, and user-behavior insights to create relevant content and drive revenue. If user data declines, if algorithms fail to evolve, or if new analytical technologies outpace our capabilities, our operating performance may be significantly harmed.
Since our inception, we have experienced losses, and may have to further reduce our costs by curtailing future operations to continue as a business.
Since the original incorporation of the Company, we have experienced operating losses. We have also experienced operating losses and in the last several years, prior to the acquisition of Crisp Momentum, Inc., have had no revenues. Our cash flow may be inadequate to support our ongoing operations. Our ability to fund our capital requirements out of our available cash and cash generated from our operations depends on a number of factors, including our ability to gain interest in our products and services and continue growing our existing operations and our ability to raise funds as needed. If we cannot generate positive cash flow from operations, we will have to reduce our costs and try to raise working capital from other sources. These measures could materially and adversely affect our ability to execute our operations and expand our business.
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In the past, our auditors have indicated that there is substantial doubt about our ability to continue as a going concern.
In the past, our auditors have indicated that there is a substantial doubt about our ability to continue as a going concern. We had a loss from operations of $7,993,447 for the fiscal year ended July 31, 2025. The Company’s ability to continue as a going concern ultimately is dependent on the management’s ability to obtain equity or debt financing, attain further operating efficiencies, and achieve profitable operations. Management intends to raise additional funds by way of public or private offerings. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for our Company to continue as a going concern. While we believe in the viability of our strategy to generate revenues and in our ability to raise additional funds, there can be no assurances to that effect or the timeframe in which it may occur. Our ability to continue as a going concern is dependent upon our ability to further implement our business plan and generate revenues. For further discussion about our ability to continue as a going concern and our plan for future liquidity, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
We may suffer from lack of availability of additional funds.
We expect to have ongoing needs for working capital in order to fund operations and to continue to expand our operations. To that end, we will be required to raise additional funds through equity or debt financing. However, there can be no assurance that we will be successful in securing additional capital on favorable terms, if at all. If we are successful, whether the terms are favorable or unfavorable, there is a potential that we will fail to comply with the terms of such financing, which could result in severe liability for us. If we are unsuccessful, we may need to (a) initiate cost reductions; (b) forego business development opportunities; (c) seek extensions of time to fund liabilities, or (d) seek protection from creditors. In addition, any future sale of our equity securities would dilute the ownership and control of your shares and could be at prices substantially below prices at which our shares currently trade. Our inability to raise capital could require us to significantly curtail or terminate our operations altogether. We may seek to increase our cash reserves through the sale of additional equity or debt securities. The sale of convertible debt securities or additional equity securities could result in additional and potentially substantial dilution to our shareholders. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations and liquidity. In addition, our ability to obtain additional capital on acceptable terms is subject to a variety of uncertainties.
In addition, if we are unable to generate adequate cash from operations, and if we are unable to find sources of funding, it may be necessary for us to sell all or a portion of our assets, enter into a business combination, or reduce or eliminate operations. These possibilities, to the extent available, may be on terms that result in significant dilution to our shareholders or that result in our shareholders losing all of their investment in our Company.
Our management team’s attention may be diverted by acquisitions and searches for new acquisition targets, and our business and operations may suffer adverse consequences as a result.
Mergers and acquisitions are time intensive, requiring significant commitment of our management team’s focus and resources. If our management team spends too much time focused on acquisitions or on potential acquisition targets, the management team may not have sufficient time to focus on its existing business and operations. This diversion of attention could have material and adverse consequences on our operations and its ability to be profitable.
We may be unable to scale our operations successfully.
Our growth strategy will place significant demands on our management and financial, administrative and other resources. Operating results will depend substantially on the ability of our officers and key employees to manage changing business conditions and to implement and improve our financial, administrative and other resources. If we are unable to respond to and manage changing business conditions, or the scale of its operations, then the quality of its services, its ability to retain key personnel, and its business could be harmed.
Economic conditions or changing consumer preferences could adversely impact our business.
A downturn in economic conditions in one or more of our markets could have a material adverse effect on our results of operations, financial condition, business and prospects. Any sustained failure to identify and respond to trends could have a material adverse effect on our results of operations, financial condition, business and prospects.
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The requirements of remaining a public company may strain our resources and distract management, which could make it difficult to manage our business.
We are required to comply with various regulatory and reporting requirements, including those required by the SEC. Complying with these reporting and other regulatory requirements are time-consuming and expensive and could have a negative effect on our business, results of operations and financial condition. We are required to comply with certain provisions of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”), including maintaining internal controls over financial reporting, and if we fail to continue to comply, our business could be harmed, and the price of our securities could decline.
We rely on technology, such as our information systems, to conduct our business. Failure to protect our technology against breakdowns and security breaches could adversely affect our business.
We rely on technology, such as our own information systems, vendors’ information systems and third-party application programming interfaces (APIs), to conduct our business. This technology is vulnerable to service interruptions and security breaches from inadvertent or intentional actions by our employees, partners and vendors, or from attacks by malicious third parties. Such attacks are of ever-increasing levels of sophistication and are made by groups and individuals with a wide range of motives and expertise, including organized criminal groups, “hacktivists,” identity thieves, nation states and others. The techniques used to breach security safeguards evolve rapidly, and they may be difficult to detect for an extended period of time, and the measures we take to safeguard our technology may not adequately prevent such incidents.
While we have taken steps to protect our confidential and personal information and invested in information technology, there can be no assurance that our efforts will prevent service interruptions or security breaches in our systems or the unauthorized or inadvertent wrongful use or disclosure of confidential information. Such incidents could adversely affect our business operations, reputation, and client relationships. Any such breach would require us to expend significant resources to mitigate the breach of security and to address matters related to any such breach, including the payment of fines. We also may be required to notify regulators about any actual or perceived personal data breach as well as the individuals who are affected by the incident within strict time periods.
Any actual or perceived failure of our platform to block malware or prevent failures or security breaches or incidents could harm our reputation, cause the platform to be perceived as insecure, underperforming, or unreliable, impede our efforts to attract and retain customers, and otherwise negatively impact our business, results of operations and financial condition.
We face security threats from malicious third parties that could obtain unauthorized access to our internal systems, networks and data. Computer malware, viruses and computer hacking, fraudulent use, social engineering (including spear phishing attacks) and general hacking have become more prevalent, and such incidents or incident attempts have been initiated against our customers in the past and may occur against our customers in the future. We may become the target of cyber-attacks by third parties seeking unauthorized access to our customers’ confidential data, which could disrupt our ability to provide some or all of the services on the platform or lead to exposure of customer information. Additionally, we use certain third-party service providers to store and process data on our behalf, and they face a variety of security risks. We have taken steps to protect customer information that might pass through our platform. However, our security measures or those of our third-party service providers could be breached or we could suffer data loss or unauthorized access to, or use of, our platform or the systems or networks used in our business.
It is virtually impossible for us to entirely mitigate the risk of these security threats, and the security, performance, and reliability of our platform may be disrupted by third parties, including competitors, hackers, disgruntled employees, former employees, or contractors.
Any actual or perceived security breach or other incident may also lead to the expenditure of significant financial and other resources in efforts to investigate or correct a breach, address and eliminate vulnerabilities and prevent future security breaches or incidents, as well as the incurring of significant expenses for remediation that may include liability for stolen assets or information, repair of system damage that may have been caused, and other liabilities. We have incurred and expect to incur significant expenses in an effort to prevent security breaches and other incidents, including deploying additional personnel and protection technologies, training personnel and engaging third-party experts and consultants.
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We may acquire other assets or businesses, or form collaborations or make investments in other companies or technologies that could harm our operating results, dilute our stockholders’ ownership, increase our debt or cause us to incur significant expense.
As part of our business strategy, we may pursue acquisitions of businesses and assets or enter into strategic alliances and collaborations, to initiate and then expand our operations. We may not identify or complete these transactions in a timely manner, on a cost-effective basis, or at all, and we may not realize the anticipated benefits of any such transaction, any of which could have a detrimental effect on our financial condition, results of operations and cash flows. We have limited experience with acquiring other companies and assets and limited experience with forming strategic alliances and collaborations. We may not be able to find suitable acquisition candidates, and if we make any acquisitions, we may not be able to integrate these acquisitions successfully into our existing business and we may incur additional debt or assume unknown or contingent liabilities in connection therewith. Integration of an acquired company or assets may also disrupt ongoing operations, require the hiring of additional personnel and the implementation of additional internal systems and infrastructure, especially the acquisition of commercial assets, and require management resources that would otherwise focus on developing our existing business. We may not be able to find suitable strategic alliances or collaboration partners or identify other investment opportunities, and we may experience losses related to any such investments.
To finance any acquisitions or collaborations, we may choose to issue debt or equity securities as consideration. Any such issuance of securities would dilute the ownership of our stockholders. If the price of our common stock is low or volatile, we may not be able to acquire other assets or companies or fund a transaction using our stock as consideration. Alternatively, it may be necessary for us to raise additional funds for acquisitions through public or private financings. Additional funds may not be available on terms that are favorable to us, or at all.
Because we do not have an audit or compensation committee, shareholders will have to rely on our entire Board of Directors to perform these functions.
We do not have an audit or compensation committee. These functions are performed by our Board of Directors of as a whole. Thus, there is a potential conflict in that board members who are also part of management will participate in discussions concerning management compensation and audit issues that may affect management decisions.
We expect to face intense competition, often from companies with greater resources and experience than we have.
As part of our growth strategy we may seek to make acquisitions. To acquire qualified companies, we are likely to face competition from companies that have substantially greater financial, technological, managerial and research and development resources and experience than we have. In addition, if we are successful in closing an acquisition of one or more target companies, these acquired companies are likely to face competition for their service and product offerings from large and well-established companies that have greater marketing and sales experience and capabilities than we have. If we are unable to compete successfully, we may be unable to grow, sustain our revenue or be successful in achieving our business plan.
Current global financial conditions have been characterized by increased volatility which could negatively impact our business, prospects, liquidity and financial condition.
Current global financial conditions and recent market events have been characterized by increased volatility and the resulting tightening of the credit and capital markets has reduced the amount of available liquidity and overall economic activity. We cannot guarantee that debt or equity financing, the ability to borrow funds or cash generated by operations will be available or sufficient to meet or satisfy our initiatives, objectives or requirements. Our inability to access sufficient amounts of capital on terms acceptable to us for our operations will negatively impact our business, prospects, liquidity and financial condition.
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We are subject to risks associated with doing business in foreign jurisdictions.
We may conduct business or pursue opportunities in foreign jurisdictions. Economic, political and other risks associated with foreign operations could adversely affect our financial results. To the extent we derive, or in the future may derive, revenues and earnings from operations in foreign countries, we may be subject to risks associated with doing business internationally. The risks of doing business in foreign countries include, among other factors: the potential for adverse changes in the local political climate, geopolitical conditions, in diplomatic relations between foreign countries and the U.S. or in government policies, laws or regulations; international conflicts; terrorist activity that may cause social disruption; logistical and communications challenges; costs of complying with a variety of laws and regulations; difficulty in staffing and managing geographically diverse operations; deterioration of foreign economic conditions; inflation and fluctuations in interest rates; foreign currency exchange rate fluctuations; foreign exchange restrictions; differing local business practices and cultural considerations; restrictions on imports and exports or sources of supply, including energy and raw materials; changes in duties, quotas, tariffs, taxes or other protectionist measures; and potential issues related to matters covered by the Foreign Corrupt Practices Act, regulations related to import/export controls, the Office of Foreign Assets Control sanctions program, anti-boycott provisions or similar laws or regulations.
In addition, global and regional economic conditions, geopolitical instability, and the volatility of worldwide capital and credit markets may adversely affect foreign customers, suppliers, counterparties and markets. These factors could result in decreased demand in our foreign operations or limit our ability to expand internationally, and could have significant negative impacts on our business, financial condition and results of operations.
Our potential for rapid growth and our entry into new markets make it difficult for us to evaluate our current and future business prospects, and we may be unable to effectively manage any growth associated with these new markets, which may increase the risk of your investment and could harm our business, financial condition, results of operations and cash flow.
Our entry into new markets as we seek to expand our business and seek to acquire complementary businesses may place a significant strain on our resources and increase demands on our executive management, personnel and systems, and our operational, administrative and financial resources may be inadequate. We may also not be able to effectively manage any expanded operations or achieve planned growth on a timely or profitable basis, particularly if our number of customers significantly increases or their demands and needs change as our business expands. If we are unable to manage expanded operations effectively, we may experience operating inefficiencies, the quality of our products and services could deteriorate, and our business and results of operations could be materially adversely affected.
If we are unable to develop and maintain our brand and reputation for our service and product offerings, our business and prospects could be materially harmed.
Our business and prospects depend, in part, on developing and then maintaining and strengthening our brand and reputation in the markets we will serve and for the companies we acquire. If problems arise with our future products or services, our brand and reputation could be diminished. If we fail to develop, promote and maintain our brand and reputation successfully, our business and prospects could be materially harmed.
The impact of epidemics or pandemics may limit our future business both from the demand and supply sides. Our sales people may not be able to effectively engage with customers due to restrictions on travel, conferences and in-person meetings. Our supply chain may be impacted by production and distribution delays. Due to these factors, we may limit future operations to reduce expenses until events support and allow normal business procedures.
Our current business and future acquired businesses and/or operations both domestic and abroad, and the businesses of our potential customers could be materially and adversely affected by the risks, or the public perception of the risks, related to a pandemic or other health crisis, such as the outbreak of the novel coronavirus (COVID-19) as well as the variants.
The growth of the businesses we acquire may, in part, be reliant on the willingness of customers to invest in their products and solutions. The risk, or public perception of the risk, of a pandemic or media coverage of infectious diseases could cause customers to avoid purchases which would delay sales of those products and solutions.
Our financial results fluctuate and may be difficult to forecast, and this may cause a decline in the trading price of our stock.
Our revenues, expenses and operating results are difficult to predict given our limited history of current operations. We expect that our operating results will continue to fluctuate in the future due to a number of factors, some of which are beyond our control. These factors include, but are not limited to:
| ● | Our ability to increase our brand awareness; | |
| ● | Our ability to attract new customers; | |
| ● | Our ability to increase our customer base; | |
| ● | The amount and timing of costs relating to the expansion of our operations, including sales and marketing expenditures; | |
| ● | Our ability to introduce new mobile payment offerings or customer services in a competitive environment; and | |
| ● | Our ability to manage third-party outsourced operations; |
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Due to all of these factors, our operating results may fall below the expectations of investors, which could cause a decline in the trading price of our common stock.
Our plans for expansion cannot be implemented if we lose our key personnel or cannot recruit additional personnel.
We depend substantially on the continued services, specialized knowledge and performance of our senior management. We do not have employment agreements with these individuals, and they could terminate their employment with us at any time. As a result, these officers may elect to pursue other opportunities at any time. If one or more of these individuals choose to leave our Company, we may lose a significant number of relationships and operating expertise which they have developed over many years and which would be difficult to replace. The loss of the services of any executive officer or other key employee could hurt our business.
In addition, as our business expands, we will need to add new information technology and engineering personnel to maintain and expand our systems and customer support personnel to serve our growing customer base. If we are unable to hire and successfully train employees or contractors in these areas, users of our platform may have negative experiences and we may lose customers, which would diminish the value of our brand and harm our business. The market for recruiting qualified information technology and other personnel is extremely competitive, and we may experience difficulties in attracting and retaining employees. Should we fail to retain or attract qualified personnel, we may not be able to compete successfully or implement our plans for expansion.
Failure to adequately protect our intellectual property rights or defend against third-party claims could materially and adversely affect our business, financial condition and results of operations.
Our ability to compete effectively depends in large part on our proprietary technologies and intellectual property. We rely on a combination of patents, copyrights, trademarks, trade secrets, know-how and contractual protections, including confidentiality and invention assignment agreements, to safeguard our proprietary rights. Despite these efforts, there is no assurance that our intellectual property portfolio will be able to prevent third parties from copying or otherwise obtaining and using our technology, or that our rights will not be challenged, narrowed, invalidated or circumvented.
Intellectual property protection is particularly difficult to enforce in certain jurisdictions where legal systems may not offer the same degree of protection as the United States. We may be unable to prevent unauthorized use of our technology, especially internationally, and may be limited in our ability to assert our rights due to jurisdictional barriers, enforcement limitations, or the cost and complexity of international litigation.
In addition, confidentiality agreements with our employees, contractors, consultants, advisors and third-party providers may be breached, and we may not have adequate remedies in the event of such breaches. Moreover, others may independently develop technologies or solutions that are substantially equivalent to, or derived from, ours, without violating our proprietary rights.
We may also be subject to disputes with collaborators, contractors or other third parties over ownership or licensing of intellectual property developed through joint efforts, which could result in costly and time-consuming litigation or delays in research, development or commercialization. Any such dispute, even if resolved in our favor, could divert significant management attention and financial resources.
Additionally, we may in the future become, involved in legal proceedings relating to alleged infringement of third-party intellectual property rights. Intellectual property litigation is inherently uncertain, expensive and disruptive to our business operations. Adverse outcomes in such proceedings could require us to:
| ● | pay significant monetary damages or royalties; | |
| ● | cease the manufacture, use, marketing or sale of products or services found to infringe; | |
| ● | obtain licenses to third-party intellectual property, which may not be available on commercially reasonable terms, or at all; or | |
| ● | redesign our products or services to avoid infringement, which could require substantial time and expense. |
If we are unable to obtain necessary licenses, successfully defend against infringement claims or protect our own intellectual property rights, our ability to develop, commercialize and sell our products could be materially limited, and our financial condition and operating results could be materially and adversely affected.
We have an evolving business model with still untested growth initiatives.
We have an evolving business model and intend to implement new strategies to grow our business in the future. There can be no assurance that we will be successful in developing new product categories or in entering new specialty markets or in implementing any other growth strategies. Similarly, there can be no assurance that we already have or will be able to obtain or retain any employees, consultants or other resources with any specialized skills or relationships to successfully implement our strategies in the future.
Use of social media may adversely impact our reputation.
There has been a marked increase in the use of social media platforms and similar devices, including blogs, social media websites and other forms of internet-based communications that allow individuals access to a broad audience of consumers and other interested persons. Consumers value readily available information concerning retailers, manufacturers, and their goods and services and often act on such information without further investigation, authentication and without regard to its accuracy. The availability of information on social media platforms and devices is virtually immediate as is its impact. Social media platforms and devices immediately publish the content their subscribers and participants post, often without filters or checks on accuracy of the content posted. The opportunity for dissemination of information, including inaccurate information, is seemingly limitless and readily available. Information concerning our company may be posted on such platforms and devices at any time. Information posted may be adverse to our interests, may be inaccurate, and may harm our performance, prospects or business. The harm may be immediate without affording us an opportunity for redress or correction. Such platforms also could be used for the dissemination of trade secret information or otherwise compromise valuable company assets, all of which could harm our business, prospects, financial condition and results of operations.
Any inability to adapt to and manage the benefits and risks of artificial intelligence could expose us to liability or put us at a disadvantage.
Artificial intelligence could disrupt certain aspects of our business. Some of our third-party vendors already or may incorporate artificial intelligence technologies, including machine learning, into their services. As with many technological innovations, there are significant risks and challenges involved in maintaining and deploying these technologies, and there can be no assurance that the usage of such technologies will enhance our services or be beneficial to our business, including our efficiency or profitability.
Artificial intelligence technologies are also subject to a variety of laws, including intellectual property, privacy, data protection and cybersecurity, consumer protection, competition, and equal opportunity laws, and are expected to be subject to increased regulation and new laws or new applications of existing laws. Such laws and regulations may present a variety of compliance risks. The use of artificial intelligence may also result in litigation, ethical concerns, and other legal and business risks. If we are not able to adapt and effectively incorporate potential advantages of artificial intelligence in our business, it may negatively impact our ability to compete. If we are not able to effectively manage the risks of artificial intelligence, we may suffer harm to our results of operations and reputation.
Risks Related to Our Common Stock
Our common stock is subject to risks arising from restrictions on reliance on Rule 144 by shell companies or former shell companies.
Under a regulation of the SEC known as “Rule 144,” a person who beneficially owns restricted securities of an issuer and who is not an affiliate of that issuer may sell them without registration under the Securities Act provided that certain conditions have been met. One of these conditions is that such person has held the restricted securities for a prescribed period, which will be six months for the common stock. However, Rule 144 is unavailable for the resale of securities issued by an issuer that is a shell company (other than a business combination related shell company) or, unless certain conditions are met, that has been at any time previously a shell company.
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The SEC defines a shell company as a company that has (a) no or nominal operations and (b) either (i) no or nominal assets, (ii) assets consisting solely of cash and cash equivalents; or (iii) assets consisting of any amount of cash and cash equivalents and nominal other assets.
As a result of a transaction reported on Form 8-K on August 4, 2021, we ceased being a shell company as such term is defined in Rule 12b-2 under the Exchange Act. While we believe that we ceased to be a shell company, the SEC and others whose approval is required in order for shares to be sold under Rule 144 might take a different view.
Rule 144 is available for the resale of securities of former shell companies if and for as long as the following conditions are met:
| (i) | the issuer of the securities that was formerly a shell company has ceased to be a shell company; | |
| (ii) | the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; | |
| (iii) | the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Current Reports on Form 8-K; and | |
| (iv) | at least one year has elapsed from the time that the issuer filed current comprehensive disclosure with the SEC reflecting its status as an entity that is not a shell company known as “Form 10 Information.” |
Our common stock price may decrease due to factors beyond our control.
The stock market from time to time has experienced extreme price and volume fluctuations, which have particularly affected the market prices for early-stage companies and which often have been unrelated to the operating performance of the companies. These broad market fluctuations may adversely affect the market price of our stock. If our stockholders sell substantial amounts of their stock in the public market, the price of our stock could fall. These sales also might make it more difficult for us to sell equity, or equity-related securities, in the future at a price we deem appropriate.
The market price of our stock may also fluctuate significantly in response to the following factors, most of which are beyond our control:
| ● | variations in our quarterly operating results; | |
| ● | changes in general economic conditions; | |
| ● | changes in market valuations of similar companies; | |
| ● | announcements by us or our competitors of significant acquisitions, strategic partnerships or joint ventures, or capital commitments; | |
| ● | poor reviews; | |
| ● | loss of a major customer, partner or joint venture participant; and | |
| ● | the addition or loss of key managerial and collaborative personnel. |
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Any such fluctuations may adversely affect the market price or value of our common stock, regardless of our actual operating performance. As a result, stockholders may be unable to sell their shares, or may be forced to sell them at a loss.
Our common stock is subject to the application of the “penny stock” rules which could adversely affect the market price of our common stock and increase transaction costs to sell those shares.
The SEC has adopted Rule 3a51-1 which establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, Rule 15g-9 requires:
| ● | that a broker or dealer approve a person’s account for transactions in penny stocks, and | |
| ● | the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. |
In order to approve a person’s account for transactions in penny stocks, the broker or dealer must:
| ● | obtain financial information and investment experience objectives of the person, and | |
| ● | make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. |
The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form:
| ● | sets forth the basis on which the broker or dealer made the suitability determination and | |
| ● | that the broker or dealer received a signed, written agreement from the investor prior to the transaction. |
Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.
The market price for our common stock is particularly volatile, which could lead to wide fluctuations in our share price. You may be unable to sell your common stock shares at or above your purchase price, or at all, which may result in substantial losses to you.
The market for our common stock is characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future. As a consequence of this enhanced risk, more risk-adverse investors may, under the fear of losing all or most of their investment in the event of negative news or lack of progress, be more inclined to sell their shares on the market more quickly and at greater discounts than would be the case with the stock of a seasoned issuer. Many of these factors are beyond our control and may decrease the market price of our common shares, regardless of our operating performance. We cannot make any predictions or projections as to what the prevailing market price for our common stock shares will be at any time, or if our common stock shares will ever be able to trade, or as to what effect the sale of shares or the availability of common stock shares for sale at any time will have on the prevailing market price.
We do not intend to pay dividends for the foreseeable future.
We have never declared nor paid any cash dividends on our stock and do not intend to pay any cash dividends in the foreseeable future. We anticipate that we will retain all of our future earnings for use in the development of our business and for general corporate purposes. Any determination to pay dividends in the future will be at the discretion of our Board.
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If we are unable to comply with the financial reporting requirements mandated by the SEC’s regulations, investors may lose confidence in our financial reporting and the price of our common stock could decline.
If we fail to maintain effective internal controls over financial reporting, our ability to produce timely, accurate and reliable periodic financial statements could be impaired. If we do not maintain adequate internal control over financial reporting, investors could lose confidence in the accuracy of our periodic reports filed under the Exchange Act. Additionally, our ability to obtain additional financing could be impaired or a lack of investor confidence in the reliability and accuracy of its public reporting could cause our stock price to decline.
Item 1B. Unresolved Staff Comments
Not applicable.
Item 1C. Cybersecurity
The
cybersecurity risk management program, processes and strategy described in this section are limited to the personal and business information
belonging to or maintained by the Company (collectively, “Confidential Information”), our own
We intend to develop and implement a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our Confidential Information and Critical Systems. Our cybersecurity risk management program will be integrated into our overall enterprise risk management program and includes a cybersecurity incident response plan.
Our cybersecurity risk management program will include:
| ● | risk assessments designed to help identify material cybersecurity risks to our Confidential Information, Critical Systems and the broader enterprise IT environment; | |
| ● | a security team principally responsible for managing (1) our cybersecurity risk assessment processes, (2) our security controls, and (3) our response to cybersecurity incidents; | |
| ● | cybersecurity awareness and spear-phishing resistance training of our employees, and senior management; | |
| ● | a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and | |
| ● | a vendor management policy for service providers. |
We
have
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Our executive management team, along with our managed information technology service provider, is responsible for assessing and managing risks from cybersecurity threats to the Company, including our Confidential Information and Critical Systems. The team has primary responsibility for our overall cybersecurity risk management program. Our management team works closely with our information technology service provider.
Our management team meets with our information technology service provider periodically to discuss then-current cybersecurity issues, which may include efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, including threat intelligence and other information obtained from governmental, public or private sources, and external service providers engaged by us; and alerts and reports produced by security tools deployed in the information technology environment including a spear-phishing report.
Our
Item 2. Properties
Our principal executive offices are located at 250 Park Avenue, 7th Floor, New York, NY. We believe that these offices are adequate to support the Company’s existing operations and that we will be able to obtain appropriate additional facilities or alternative facilities on commercially reasonable terms if and when necessary.
Item 3. Legal Proceedings
From time to time, we are involved in various claims and legal actions arising in the ordinary course of business. To the knowledge of our management, there are no legal proceedings currently pending against us which we believe would have a material effect on our business, financial position or results of operations and, to the best of our knowledge, there are no such legal proceedings contemplated or threatened.
Item 4. Mine Safety Disclosures
Not applicable.
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
Price Range of Securities
Since August 28, 2025, our common stock has traded on the OTCID tier of the OTC Market Group LLC’s Marketplace under the symbol “CRSF.” Prior to August 2025, our common stock traded under the symbol “OLKR.” Prior to October 2022, our common stock traded under the symbol “DSRO.” Prior to April 2022, our common stock traded under the symbol “WTCG.”
The OTC Market is a network of security dealers who buy and sell stock. The dealers are connected by a computer network that provides information on current “bids” and “asks,” as well as volume information. The trading of securities on the OTC Pink is often sporadic and investors may have difficulty buying and selling our shares or obtaining market quotations for them, which may have a negative effect on the market price of our common stock.
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The following table sets forth, for the periods indicated the high and low bid quotations for our common stock. These quotations represent inter-dealer quotations, without adjustment for retail markup, markdown, or commission and may not represent actual transactions.
| Common Stock (1) | ||||||||
| Low | High | |||||||
| Fiscal 2024 | ||||||||
| First Quarter (August 1, 2023 to October 31, 2023) | $ | 0.2000 | $ | 0.3906 | ||||
| Second Quarter (November 1, 2023 to January 31, 2024) | $ | 0.1100 | $ | 0.2699 | ||||
| Third Quarter (February 1, 2024 to April 30, 2024) | $ | 0.1040 | $ | 0.3825 | ||||
| Fourth Quarter (May 1, 2024 to July 31, 2024) | $ | 0.1061 | $ | 0.2900 | ||||
| Fiscal 2025 | ||||||||
| First Quarter (August 1, 2024 to October 31, 2024) | $ | 0.1000 | $ | 0.2390 | ||||
| Second Quarter (November 1, 2024 to January 31, 2025) | $ | 0.0760 | $ | 0.1899 | ||||
| Third Quarter (February 1, 2025 to April 30, 2025) | $ | 0.1300 | $ | 0.3840 | ||||
| Fourth Quarter (May 1, 2025 to July 31, 2025) | $ | 0.0700 | $ | 0.2470 | ||||
On January 14, 2026, the closing price of our common stock was $0.1237. As of January 14, 2026, we had 2,049,621,210 shares of common stock issued and outstanding.
Holders
As of January 14, 2026, there were approximately 534 holders of record of our common stock.
Dividends
The Company has not paid any dividends on its common stock to date. The existing covenants under certain of our credit facilities also place limits on our ability to issue dividends and repurchase stock.
It is the present intention of the Company to retain any earnings for use in its business operations and, accordingly, the Company does not anticipate the board of directors declaring any dividends in the foreseeable future on our common stock. Consequently, you will only realize an economic gain on your investment in our common stock if the price appreciates. You should not purchase our common stock expecting to receive cash dividends. Since we do not anticipate paying dividends, and if we are not successful in establishing an orderly public trading market for our shares, then you may not have any manner to liquidate or receive any payment on your investment. Therefore, our failure to pay dividends may cause you to not see any return on your investment even if we are successful in our business operations. In addition, because we may not pay dividends in the foreseeable future, we may have trouble raising additional funds which could affect our ability to expand our business operations.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
None.
Item 6. Reserved
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of the financial condition and results of operations of Crisp Momentum Inc. and its consolidated subsidiaries (collectively, the “Company”) should be read in conjunction with our consolidated financial statements and the accompanying notes thereto included elsewhere in this Annual Report on Form 10-K. References in this Management’s Discussion and Analysis of Financial Condition and Results of Operations to “us,” “we,” “our,” and similar terms refer to the Company. This Annual Report on Form 10-K includes forward-looking statements, as that term is defined in the federal securities laws, based upon current expectations that involve risks and uncertainties, such as plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors. Words such as “anticipate,” “estimate,” “plan,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions are used to identify forward-looking statements. We caution you that these statements are not guarantees of future performance or events and are subject to a number of uncertainties, risks and other influences, many of which are beyond our control, which may influence the accuracy of the statements and the projections upon which the statements are based. Reference is made to “Risk Factors,” which are included elsewhere in this Annual Report on Form 10-K.
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RESULTS OF OPERATIONS
Revenues
During the fiscal years ended July 31, 2025 and 2024, we generated revenues of $262 and $35,676, respectively. The lack of revenue was a result of an inability to execute on any business due to limited capital and management resources as well as a change in operations going forward.
Operating Expenses
Operating expenses for the fiscal years ended July 31, 2025 and 2024 were $7,993,709 and $738,580, respectively. The increase in expenses was due primarily to the impairment of assets acquired during the year.
Loss from Operations
Loss from operations for the fiscal years ended July 31, 2025 and 2024 was $7,993,447 and $704,412, respectively. The increase in loss from operations was due primarily to the impairment of assets acquired during the year.
Net Loss
Net loss for the fiscal years ended July 31, 2025 and 2024 was $8,085,574 and $778,196, respectively. The increase in net loss was due primarily to the impairment of assets acquired during the year.
There is significant uncertainty projecting future profitability due to our history of losses and lack of revenues. In our current state, we have no recurring or guaranteed source of revenues and cannot predict when, if ever, we will become profitable. There is significant uncertainty projecting future profitability due to our minimal operating history and lack of guaranteed ongoing revenue streams.
Liquidity and Capital Resources
As of July 31, 2025, we had $305,120 in cash, $0 in accounts receivable, and did not have any other cash equivalents. The following table provides detailed information about our net cash flow for all financial statement periods presented in this Annual Report. To date, we have financed our operations through the issuance of stock and borrowings.
The following table sets forth a summary of our cash flows for the fiscal years ended July 31, 2025 and 2024:
| Fiscal Year Ended July 31, | ||||||||
| 2025 | 2024 | |||||||
| Net Cash used in operating activities | $ | (422,410 | ) | $ | (340,769 | ) | ||
| Net cash provided by investing activities | 34,260 | - | ||||||
| Net cash provided by financing activities | 688,500 | 330,000 | ||||||
| Net increase (decrease) in cash | 300,350 | (10,769 | ) | |||||
| Cash, beginning of year | 4,770 | 15,539 | ||||||
| Cash, end of year | $ | 305,120 | $ | 4,770 | ||||
Since inception, we have financed our cash flow requirements through issuance of common stock and debt financing. As we expand our activities, we may, and most likely will, continue to experience net negative cash flows from operations. We anticipate obtaining additional financing to fund operations through additional common stock offerings, to the extent available, or to obtain additional financing to the extent necessary to augment our working capital.
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We anticipate that we will incur operating losses in the next twelve months. Our lack of operating history makes predictions of future operating results difficult to ascertain. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development, particularly companies in new and rapidly evolving markets. Such risks for us include, but are not limited to, an evolving and unpredictable business model and the management of growth. To address these risks, we must, among other things, obtain a customer base, implement and successfully execute our business and marketing strategy, continually develop and upgrade our website, provide national and regional industry participants with an effective, efficient and accessible website on which to promote their products and services through the Internet, respond to competitive developments, and attract, retain and motivate qualified personnel. There can be no assurance that we will be successful in addressing such risks, and the failure to do so can have a material adverse effect on our business, results of operations or financial condition.
Critical Accounting Policies and Estimates
Basis of Presentation
The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of consolidated financial statements in conformity with GAAP 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. We base our estimates on historical experience, known trends and events and various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We evaluate our estimates and assumptions on an ongoing basis. Actual results could differ from those estimates. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items, that (1) recorded transactions are valid; (2) valid transactions are recorded; and (3) transactions are recorded in the proper period in a timely manner to produce consolidated financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented.
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 assets and liabilities and disclosure of contingent assets and liabilities at the date the consolidated financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Principles of Consolidation
The consolidated financial statements have been prepared in accordance with GAAP. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated.
Business Combinations
The Company accounts for business combinations using the acquisition method in accordance with the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Codification (“ASC”) 805, “Business Combinations,” which requires recognition of assets acquired and liabilities assumed, including contingent assets and liabilities, at their respective fair values on the date of acquisition.
Cash and Cash Equivalents
The Company accounts for cash and cash equivalents under FASB ASC 305, “Cash and Cash Equivalents,” and considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.
At July 31, 2025 and 2024, respectively, the Company did not have any cash equivalents.
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The Company is exposed to credit risk on its cash and cash equivalents in the event of default by the financial institutions to the extent account balances exceed the amount insured by the FDIC, which is $250,000. At July 31, 2025 and 2024, the Company did not experience any losses on cash balances in excess of FDIC insured limits.
Advertising and Promotion Costs
Advertising and promotion costs are expensed as incurred. Advertising costs are included as a component of general and administrative expense in the consolidated statements of operations.
For the years ended July 31, 2025 and 2024, the Company expensed $0 and $82,468, respectively, in marketing and advertising costs.
Revenue Recognition
The Company records transactions in accordance with ASU 2014-09, “Revenue from Contracts with Customers” and all subsequent amendments to the ASU (collectively, “ASC 606”). In accordance with ASC 606, revenues are recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Currently, all revenue streams contain a single performance obligation. There are no penalties for contract termination by either party.
The Company previously generated revenue from two main sources, (1) collectibles, and (2) sponsorship revenues.
Collectibles
All payments are received from third-party payment processing providers. The Company received payments from sales on its primary marketplace (Shopify site) as well as two other sources. Each of these sources of payment relate to the completion of a single performance obligation completed at a point in time, which occurs upon the transfer of a digital access pass and where no further performance obligations are required. At the point of sale, the Company granted all rights in the intellectual property to the customer.
Payments from customers (all paid in cash) were historically received as follows:
| ● | Shopify payouts from credit/debit cards transactions typically occurred 2-3 days after date of sale; and | |
| ● | PayPal payments were received same day |
Shipping fees collected from customers for physical collectibles were included with revenues received from Shopify payouts. Prior to the product shipping, any amounts received in advance are accounted for as contract liabilities (deferred revenue).
The Company controlled the collectibles via digital access pass prior to a sale and acts as the principal in these transactions.
Sponsorships
The Company previously generated revenues from sponsorship arrangements, in which the customer sponsors an athlete, event or sports team. In exchange for the sponsorship, the customer receives specified brand recognition and other benefits over a set period of time and will recognize revenue on a straight-line basis over the time period specified in the contract. Related performance obligations for sponsorship arrangements are recognized ratably over this period of time.
The excess of amounts contractually due over the amounts of sponsorship revenue recognized are included on the consolidated balance sheets as contract liabilities (deferred revenues). Contractually due, but unpaid sponsorship revenue is included in accounts receivable on the consolidated balance sheets.
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At July 31, 2025 and 2024, the Company had contract liabilities of $0 and $0, respectively.
For the year ended July 31, 2025, the Company recognized $0 of sponsorship revenues.
For the year ended July 31, 2024, the Company recognized $25,050, of sponsorship revenues from three customers.
Segment Reporting
Effective for the fiscal year ended July 31, 2025, the Company adopted the provisions of ASC 2023-07, “Segment Reporting” (Topic 280): Improvements to Reportable Segment Disclosures. Operating segments are components of an enterprise about which separate financial information is available and is evaluated regularly by management, namely the Chief Operating Decision Maker (“CODM”) of an organization, in order to determine operating and resource allocation decisions. By this definition, the Company has identified its Chief Executive Officer as the CODM. The CODM has determined the Company to have one operating segment.
The Company has one operating segment – Collectibles. The Collectibles segment comprises the sale of collectibles to consumers and had $0 and $0 of total assets at July 31, 2025 and 2024. Unallocated assets held at the corporate level totaled $305,120 and $4,770 at July 31, 2025 and 2024 and 2023, respectively.
The Company chooses to disclose the following in its segment reporting requirements:
| Unallocated | ||||||||
| Corporate | ||||||||
| Overhead | Collectibles | |||||||
| Segment Revenue | ||||||||
| Sales of collectibles | $ | - | $ | 262 | ||||
| Total Segment Revenue | - | 262 | ||||||
| Cost of Revenue | - | - | ||||||
| Gross Profit | - | 262 | ||||||
| Operating Expenses | ||||||||
| Impairment of intangible assets | 7,346,940 | - | ||||||
| General and administrative | 646,759 | 10 | ||||||
| Segment Operating Expenses | 7,993,699 | 10 | ||||||
| Segment Profit (Loss) | $ | (7,993,699 | ) | $ | 252 | |||
Income Taxes and Valuation Allowance
The Company accounts for income taxes under ASC 740, “Income Taxes”. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.
The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 “Income Taxes”. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. As of July 31, 2025 and 2024, respectively, the Company had no uncertain tax positions that qualify for either recognition or disclosure in the financial statements.
The Company recognizes interest and penalties related to uncertain income tax positions in other expense. No interest and penalties related to uncertain income tax positions were recorded for the years ended July 31, 2025 and 2024, respectively.
Financial Instruments
ASC 820, “Fair Value Measurements and Disclosures,” defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:
| Level 1 - | Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. |
| Level 2 - | Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. |
| Level 3 - | Inputs that are both significant to the fair value measurement and unobservable. |
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Although the Company believes that the recorded fair value of our financial instruments is appropriate, these fair values may not be indicative of net realizable value or reflective of future fair values.
The Company’s financial instruments, including cash, accounts payable and accrued expenses, accounts payable and accrued expenses – related parties, notes payable and notes payable – related parties are carried at historical cost. At July 31, 2025 and 2024, respectively, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments.
ASC 825-10 “Financial Instruments” allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (“fair value option”). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding financial instruments.
Related Parties
The Company follows ASC 850-10, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions. Pursuant to ASC 850-10-20, related parties include: a) affiliates of the Company; b) principal owners of the Company; c) management of the Company; d) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and e) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.
Material related party transactions are required to be disclosed in the consolidated financial statements, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which statements of operation are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which statements of operations are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.
Leases
In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, “Leases” Topic 842, which amends the guidance in former ASC Topic 840, Leases (“ASC 840”). The new standard increases transparency and comparability most significantly by requiring the recognition by lessees of right-of-use (“ROU”) assets and lease liabilities on the balance sheet for all leases longer than 12 months. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. For lessees, leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement, over the expected term on a straight-line basis. We determine if an arrangement is a lease at inception. The Company recognizes ROU assets and lease liabilities for leases with terms greater than 12 months or leases that contain a purchase option that is reasonably certain to be exercised. Leases are classified as either financing or operating, with classification affecting the pattern of expense recognition in the statement of operations. In addition, a lessor is required to classify leases as either sales-type, financing or operating. A lease will be treated as a sale if it transfers all of the risks and rewards, as well as control of the underlying asset, to the lessee. If risks and rewards are conveyed without the transfer of control, the lease is treated as financing. If the lessor does not convey risk and rewards or control, the lease is treated as operating. We determine if an arrangement is a lease, or contains a lease, at inception and record the lease in our financial statements upon lease commencement, which is the date when the underlying asset is made available for use by the lessor.
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Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments over the lease term. Lease right-of-use assets and liabilities at commencement are initially measured at the present value of lease payments over the lease term. We generally use our incremental borrowing rate based on the information available at commencement to determine the present value of lease payments except when an implicit interest rate is readily determinable. We determine our incremental borrowing rate based on market sources including relevant industry data.
We may have lease agreements with lease and non-lease components and have elected to utilize the practical expedient to account for lease and non-lease components together as a single combined lease component, from both a lessee and lessor perspective with the exception of direct sales-type leases and production equipment classes embedded in supply agreements. From a lessor perspective, the timing and pattern of transfer are the same for the non-lease components and associated lease component and the lease component, if accounted for separately, would be classified as an operating lease.
We have elected not to present short-term leases on the balance sheet as these leases have a lease term of 12 months or less at lease inception and do not contain purchase options or renewal terms that we are reasonably certain to exercise. All other lease assets and lease liabilities are recognized based on the present value of lease payments over the lease term at commencement date. Because most of our leases do not provide an implicit rate of return, we used our incremental borrowing rate based on the information available at lease commencement date in determining the present value of lease payments.
Our leases, where we are the lessee, do not include an option to extend the lease term. Our lease does not include an option to terminate the lease prior to the end of the agreed upon lease term. For purposes of calculating lease liabilities, lease term would include options to extend or terminate the lease when it is reasonably certain that we will exercise such options.
Lease expense for operating leases is recognized on a straight-line basis over the lease term as an operating expense, included as a component of general and administrative expenses, in the accompanying consolidated statements of operations.
Certain operating leases provide for annual increases to lease payments based on an index or rate, our lease has no stated increase, payments were fixed at lease inception. We calculate the present value of future lease payments based on the index or rate at the lease commencement date. Differences between the calculated lease payment and actual payment are expensed as incurred.
Original Issue Discount/Debt Discount
For certain notes issued, the Company may provide the debt holder with an original issue discount or issue shares of common stock classified as a debt discount. These discounts reduce the face amount of the note and are amortized to interest expense over the life of the debt, in the Consolidated Statements of Operations.
Debt Issue Cost
Debt issuance cost paid to lenders, or third parties are recorded as debt discounts and amortized to interest expense over the life of the underlying debt instrument, in the Consolidated Statements of Operations.
Software Development Costs
Internal-use software development costs are accounted for in accordance with ASC 350-40, “Internal-Use Software”. The costs incurred in the preliminary stages of development are expensed as research and development costs as incurred.
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Once an application has reached the development stage, internal and external costs incurred to develop internal-use software are capitalized and amortized on a straight-line basis over the estimated useful life of the software (typically three to five years).
Maintenance and enhancement costs, including those costs in the post-implementation stages, are typically expensed as incurred, unless such costs relate to substantial upgrades and enhancements to the software that result in added functionality, in which case the costs are capitalized and amortized on a straight-line basis over the estimated useful life of the software.
The Company reviews the carrying value for impairment whenever facts and circumstances exist that would suggest that assets might be impaired or that the useful lives should be modified. Amortization expense related to capitalized internal-use software development costs will be included in cost of goods sold in the statements of operations.
For the years ended July 31, 2025 and 2024, the Company expensed $0 and $19,310, respectively, in software development costs.
Loss Contingencies
From time to time the Company may be subject to various legal proceedings and claims that arise in the ordinary course of business. On at least a quarterly basis, consistent with ASC 450-20-50-1C, if the Company determines that there is a reasonable possibility that a material loss may have been incurred, or is reasonably estimable, regardless of whether the Company accrued for such a loss (or any portion of that loss), the Company will confer with its legal counsel, consistent with ASC 450. If the material loss is determinable or reasonably estimable, the Company will record it in its accounts and as a liability on the consolidated balance sheet.
Goodwill and Impairment
In financial reporting, goodwill is not amortized but is tested for impairment annually (each July 31) or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Events that result in an impairment review include significant changes in the business climate, declines in our operating results, or an expectation that the carrying amount may not be recoverable. We assess potential impairment by considering present economic conditions as well as future expectations. All assessments of goodwill impairment are conducted at the individual reporting unit level.
The Company uses qualitative factors according to ASC 350-20-35-3 to determine whether it is more likely than not that the fair value of goodwill is less than its carrying amount.
There were no goodwill impairment losses recorded during the years ended July 31, 2025 and 2024, respectively.
Property and Equipment
Property and equipment is stated at cost less accumulated depreciation. Depreciation is provided on the straight-line basis over the estimated useful lives of the assets.
Expenditures for repair and maintenance which do not materially extend the useful lives of property and equipment are charged to operations. When property or equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the respective accounts with the resulting gain or loss reflected in operations.
Management reviews the carrying value of its property and equipment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.
There were no impairments recorded during the year ended July 31, 2025 and 2024, respectively.
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Intangible Assets
Definite-lived intangible assets are amortized on a straight-line basis over their estimated useful lives. Indefinite-lived intangible assets are reviewed for impairment annually. The Company reviews definite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
Fiscal Year Ended July 31, 2025
During the year ended July 31, 2025, the Company determined that given various negative financial indicators (quantitative and qualitative), intangible assets (net of amortization) of $7,346,940 was fully impaired and recorded as a component of other income (expense) in the consolidated statements of operations.
Fiscal Year Ended July 31, 2024
There were no impairment losses recorded during the year ended July 31, 2024.
Long-lived Assets
Long-lived assets such as fixed assets and identifiable intangibles are reviewed for impairment whenever facts and circumstances indicate that the carrying value may not be recoverable. When required impairment losses on assets to be held and used are recognized based on the fair value of the asset. The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required. If the carrying amount of the long-lived asset is not recoverable from its undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset. When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risk associated with the recovery of the assets. We did not recognize any impairment losses for any periods presented.
Stock-Based Compensation
FASB ASC 718 “Compensation – Stock Compensation,” prescribes accounting and reporting standards using the fair value-based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. This guidance establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments.
When determining fair value of stock options, the Company considers the following assumptions in the Black-Scholes model:
| ● | Exercise price | |
| ● | Expected dividends | |
| ● | Expected volatility | |
| ● | Risk-free interest rate; and | |
| ● | Expected life of option |
Stock Warrants
In connection with certain financing (debt or equity), consulting and collaboration arrangements, the Company may issue warrants to purchase shares of its common stock. The outstanding warrants are standalone instruments that are not puttable or mandatorily redeemable by the holder and are classified as equity awards.
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The Company measures the fair value of warrants issued for compensation using the Black-Scholes option pricing model as of the measurement date. However, for warrants issued that meet the definition of a derivative liability, fair value is determined based upon the use of a binomial pricing model.
Warrants issued in conjunction with the issuance of common stock are initially recorded at fair value as a reduction in additional paid-in capital of the common stock issued. All other warrants (for services) are recorded at fair value and expensed over the requisite service period or at the date of issuance if there is not a service period.
Earnings (loss) per share
Basic income (loss) per share is computed by dividing net income (loss) attributable to common stockholders by the weighted average common shares outstanding for the period. Diluted income (loss) per share is computed giving effect to all potentially dilutive common shares. Potentially dilutive common shares may consist of incremental shares issuable upon the exercise of stock options and warrants and upon the conversion of notes. In periods in which a net loss has been incurred, all potentially dilutive common shares are considered anti-dilutive and thus are excluded from the calculation. For the years ended July 31, 2025 and 2024, the Company had the following potentially dilutive equity securities:
| July 31, 2025 | July 31, 2024 | |||||||
| Series A, convertible stock (1 to 1,000 into common stock) | - | 58,415,000 | ||||||
| Stock options (exercise prices $0.12 to $0.70 per share) | 2,342,539 | 2,342,539 | ||||||
| Warrants (exercise price $1/share) | 1,425,000 | 1,425,000 | ||||||
| Total common stock equivalents | 3,767,539 | 62,182,539 | ||||||
Recently Issued Accounting Pronouncements
We have reviewed the FASB issued ASU accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration. We recently adopted and retroactively applied ASU 2023-07, “Segment Reporting.”
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Not applicable.
Item 8. Financial Statements and Supplementary Data
Reference is made to Pages F-1 through F-19 comprising a portion of this Annual Report on Form 10-K.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
On August 9, 2025, Hudgens CPA, PLLC (“Hudgens”) resigned as the Company’s independent registered public accounting firm. Hudgens’ reports on the Company’s financial statements for the fiscal years ended July 31, 2024 and 2023 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles. During the Company’s two most recent fiscal years ended July 31, 2024 and 2023, there were: (i) no “disagreements” (within the meaning of Item 304(a) of Regulation S-K) with Hudgens on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Hudgens, would have caused it to make reference to the subject matter of the disagreements in its reports on the financial statements of the Company; and (ii) no “reportable events” (as such term is defined in Item 304(a)(1)(v) of Regulation S-K).
Hudgens furnished to the Company a letter addressed to the SEC, dated October 3, 2025, stating that it agrees with the statements made above, which letter was filed as an exhibit to the Company’s Form 8-K filing on October 10, 2025.
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On September 23, 2025, the Company appointed M&K CPAs, PLLC (“M&K”) as the Company’s independent registered public accounting firm for the fiscal year ending July 31, 2025 and entered into an engagement letter with M&K. During the fiscal years ended July 31, 2024 and 2023, and through the effective date of M&K’s engagement, neither the Company nor anyone acting on its behalf consulted M&K regarding (1) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and M&K did not provide either a written report or oral advice to the Company that was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, or (2) any matter that was either the subject of a disagreement (as that term is used in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) on accounting principles or practices, financial statement disclosure or auditing scope or procedures or a “reportable event” (as described in Item 304(a)(1)(v) of Regulation S-K).
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
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 Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.
As required by Rules 13a-15 and 15d-15 under the Exchange Act, our principal executive officer and principal financial officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of July 31, 2025. Based upon this evaluation, our principal executive officer and principal financial officer concluded that, as of July 31, 2025, our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective.
We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on 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.
Management’s Annual Report on Internal Controls over Financial Reporting
Our management, including our principal executive officer and principal financial officer, is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our internal control over financial reporting as of July 31, 2025. Our management’s evaluation of our internal control over financial reporting was based on the 2013 framework in Internal Control-Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management concluded that as of July 31, 2025, our internal control over financial reporting was not effective.
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The ineffectiveness of our internal control over financial reporting was due to material weaknesses that we identified in our internal control over financial reporting, including a lack of formal documentation of controls and processes, a lack of segregation of duties, and a lack of formal review process. A material weakness is a deficiency or a combination of control deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. We expect to address the material weakness by hiring additional qualified members of management. Management believes that the material weaknesses set forth above did not have an effect on our Company’s financial results.
This Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm in accordance with applicable rules of the SEC.
Changes in Internal Control over Financial Reporting
During the three months ended July 31, 2025, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Set forth below is certain information concerning the directors and executive officers of the Company.
Name |
Age |
Position | ||
| Renger van den Heuvel | 61 | Chief Executive Officer and Director (acting principal financial officer) | ||
| Chi Kong (Adrian) Cheng | 46 | Chairman of the Board and Director | ||
| Clive Ng | 63 | Director |
Renger van den Heuvel. Renger van den Heuvel, age 61, has served as the Chief Executive Officer of the Company since April 2025. Mr. van den Heuvel previously served as Chief Strategist of Jakota Capital AG, an investment services and advisory firm headquartered in Zurich, from January 2025 until April 2025. From May 2024 to January 2025, Mr. van den Heuvel served as Chief Executive Officer and a member of the Board of Directors of Youngtimers AG, a private equity firm specializing in small and mid-cap public companies, turnaround, roll-up strategies and special situations. Since September 2021, Mr. van den Heuvel has also served as the Chief Executive Officer of Van + Van GmbH, an event and project management company. From January 2021 to September 2023, Mr. van den Heuvel served as the Chief Executive Officer and Managing Director of Spark Art GmbH, an international art fair. From February 2020 to November 2022, Mr. van den Heuvel served as the Chief Operating Officer at Blockchain.art, a blockchain-supported marketplace and e-commerce solution for galleries, museums and artists. Mr. van den Heuvel graduated from Radboud University of Nijmegen in 1989 with a Master’s in Dutch Law.
Adrian Cheng. Dr. Adrian Cheng, age 46, is the Founder and Executive Chairman of ALMAD Group, a Hong Kong-based private equity firm, since September 2025. Since 2008, he has served as Founder and Chairman of K11, a cultural commerce model that seamlessly integrates art, design, and retail. Dr. Cheng earned a bachelor’s degree from Harvard University.
Dr. Cheng has led a journey of business innovation with remarkable track records across industries. Founding K11 in 2008, he pioneered the world’s first. He also stands at the forefront of innovation by providing early-stage funding to empower tech start-ups, helping them design novel solutions and achieve commercial success.
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As a community leader, Dr. Cheng is committed to Creating Shared Value with society and founded The WEMP Foundation, which supports children’s mental well-being. Widely recognized for his multi-sectoral leadership, Dr. Cheng has been appointed to influential public positions in Hong Kong and beyond.
Through his vision and investment, Dr. Cheng will bring decades of international leadership experience and a deep understanding of digital ecosystems to guide Crisp Momentum Inc.’s global growth and brand strategy.
Clive Ng. Clive Ng, age 63, brings over 35 years of strategic and management experience in Asian markets. Since January 2017, Mr. Ng has served as the co-founding Partner of C Capital, a private markets platform focused on Asia Pacific-centric investments. Since January 2020, Mr. Ng has served as a member of the Board of Highlight Event and Entertainment AG, a Switzerland-based holding company focusing on event marketing,
Mr. Ng’s experience includes securing joint venture partnerships between Pacific Media (LSE: PCM) and United Artists Theatres (renamed Regal Entertainment Group (NYSE: RGC)) and Television Broadcasts (TVB) of Hong Kong. He was Co-CEO of United International Asia Holdings, a partnership between United International Holdings Inc. (UIH) (since renamed Liberty Global, NASDAQ: LBTYA) and his family, a US cable company, to enter the Asian market. He also was the CEO of Pacific Media PLC (LSE: PCM) a home shopping company and initiated the purchase of TV Media from H&Q Asia Pacific and built the company to over US$450 mm in market capitalization.
Mr. Ng has many years of experience with internet start-ups and e-commerce companies in Asia. He was Chairman and founder of Asiacontent, (NASDAQ:IASIA), one of the first Asian internet companies to list in the US that was the joint venture partner of NBCi, MTVi, C-NET, CBS Sportsline and DoubleClick in Asia. He is also a founding shareholder of MTV Japan, with H&Q Asia Pacific and MTV Networks (a division of Viacom Inc.). He was Chairman of China Broadband Limited (since renamed to You On Demand (NASDAQ: YOD)) from 2007 – 2010 and Chairman of China Cablecom Limited (CABL) from 2008 to 2012. He served as a Senior Advisor to Warner Music Group Inc. (NYSE: WMG).
Involvement in Certain Legal Proceedings
No executive officer, member of the board of directors or control person of our Company has been involved in any legal proceeding listed in Item 401(f) of Regulation S-K in the past 10 years.
Corporate Governance
Committees
We do not have a standing nominating, compensation or audit committee. Rather, our full board of directors performs the functions of these committees. We do not believe it is necessary for our board of directors to appoint such committees because the volume of matters that come before our board of directors for consideration permits the directors to give sufficient time and attention to such matters to be involved in all decision making. Additionally, because our common stock is not listed for trading or quotation on a national securities exchange, we are not required to have such committees.
Director Independence & Stockholder Director Nominee Recommendations
We have no independent directors, as such term is defined in the listing standards of The NASDAQ Stock Market, at this time. The Company is not quoted on any exchange that requires director independence requirements. We do not have a policy regarding the consideration of any director candidates that may be recommended by our stockholders, including the minimum qualifications for director candidates, nor have our officers and directors established a process for identifying and evaluating director nominees. We have not adopted a policy regarding the handling of any potential recommendation of director candidates by our stockholders, including the procedures to be followed. Our officers and directors have not considered or adopted any of these policies as we have never received a recommendation from any stockholder for any candidate to serve on our board of directors.
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Given our relative size and lack of directors’ and officers’ insurance coverage, we do not anticipate that any of our stockholders will make such a recommendation in the near future. While there have been no nominations of additional directors proposed, in the event such a proposal is made, all current members of our board will participate in the consideration of director nominees.
Until such time as our Company further develops our business, achieves a stronger revenue base and has sufficient working capital to purchase directors’ and officers’ insurance, we do not have any immediate prospects to attract independent directors. When we are able to expand our board to include one or more independent directors, we intend to establish an audit committee of our board of directors. It is our intention that one or more of these independent directors will also qualify as an audit committee financial expert. Our securities are not quoted on an exchange that has requirements that a majority of our board members be independent and we are not currently otherwise subject to any law, rule or regulation requiring that all or any portion of our board of directors include “independent” directors, nor are we required to establish or maintain an audit committee or other committee of our board.
Code of Ethics
We have not yet adopted a code of ethics that applies to all of our employees, officers and directors, including those officers responsible for financial reporting. We expect that we will adopt a code of ethics in the near future.
Family Relationships
There are no family relationships among any of our executive officers or directors.
Item 11. Executive Compensation.
The following table summarizes all compensation recorded by us in the past two fiscal years ended July 31, 2024 and 2025 for:
| ● | our principal executive officer or other individual serving in a similar capacity during the fiscal year ended July 31, 2025, and | |
| ● | our two most highly compensated executive officers, other than our principal executive officer, who were serving as corporate officers at July 31, 2025. |
For definitional purposes, these individuals are sometimes referred to as the “named executive officers.”
Summary Compensation Table
| Name and Principal Position | Fiscal Year Ended | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | All | Total ($) | |||||||||||||||||||
| Renger van den Heuvel,(1) | 7/31/2025 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||
| Chief Executive Officer and Director (acting principal financial officer) of the Company | 7/31/2024 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||
| Adrian Cheng,(2) | 7/31/2025 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||
| Chairman of the Board and Director of the Company | 7/31/2024 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||
| Clive Ng,(3) | 7/31/2025 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||
| Director of the Company | 7/31/2024 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||
| Howard Gostfrand,(4) | 7/31/2025 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||
| Chief Executive Officer and Principal Financial Officer of OpenLocker Holdings, Inc. | 7/31/2024 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||
| Laura Anthony,(5) | 7/31/2025 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||
| President of OpenLocker Holdings, Inc. | 7/31/2024 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||
| Brian Klatsky,(6) | 7/31/2025 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||
| President of OpenLocker Inc. | 7/31/2024 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||
(1). Mr. van den Heuvel was appointed Chief Executive Officer and a member of the Board of the Company effective April 9, 2025.
(2). Dr. Cheng was appointed Chairman of the Board and a member of the Board of the Company effective October 3, 2025.
(3). Mr. Ng was appointed as a member of the Board of the Company effective July 11, 2025.
(4). Mr. Gostfrand resigned as Chief Executive Officer and Principal Financial Officer of OpenLocker Holdings, Inc. effective April 9, 2025.
(5). Ms. Anthony resigned as President of OpenLocker Holdings, Inc. effective April 9, 2025.
(6). Mr. Klatsky resigned as President of OpenLocker, Inc. effective April 9, 2025.
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Employment Agreements
None.
Outstanding Equity Awards at Fiscal Year-End
As of July 31, 2025, there were no outstanding options, warrants or equity awards held by the Company’s executive officers.
Compensation Plans
As of July 31, 2025, the Company did not maintain any equity compensation plans or other formal compensation plans pursuant to which equity securities were reserved for issuance as options, restricted stock or similar incentive compensation.
Executive Compensation Philosophy
Our Board determines the compensation given to our executive officers in its sole determination. Our Board reserves the right to pay our executives or any future executives a salary, and/or issue them shares of stock issued in consideration for services rendered and/or to award incentive bonuses which are linked to our performance, as well as to the individual executive officer’s performance. This package may also include long-term stock-based compensation to certain executives, which is intended to align the performance of our executives with our long-term business strategies. Additionally, the Board reserves the right to grant performance base stock options in the future, if the Board in its sole determination believes such grants would be in the best interests of the Company.
Incentive Bonus
The Board may grant incentive bonuses to our executive officers and/or future executive officers in its sole discretion, if the Board believes such bonuses are in the Company’s best interest, after analyzing our current business objectives and growth, if any, and the amount of revenue and profits we are able to generate each month, both of which are a direct result of the actions and ability of such executives.
Long-Term, Stock Based Compensation
In order to attract, retain and motivate executive talent necessary to support the Company’s long-term business strategy we may award our executives and any future executives with long-term, stock-based compensation in the future, at the sole discretion of our Board, which we do not currently have any immediate plans to award.
Director Compensation
Historically, the Company’s directors have not received compensation for their service. In the future, we expect that a board committee will review and make recommendations to the board regarding compensation of directors, including equity-based plans. We will reimburse our non-employee directors for reasonable travel expenses incurred in attending board and committee meetings. We also intend to allow our non-employee directors to participate in any equity compensation plans that we adopt in the future.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth information regarding the beneficial ownership of our common stock as of January 14, 2026 by:
| ● | each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock; | |
| ● | each of our current named executive officers and directors that beneficially own shares of our common stock; and | |
| ● | all our executive officers and directors as a group. |
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Information with respect to beneficial ownership has been furnished by each director, named executive officer or 5% or more stockholder, as the case may be. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them.
| Name of Beneficial Owner (1) | Amount of Beneficial Ownership | Percent
of Outstanding Common Stock (2) | ||||||
| Directors and Executive Officers: | ||||||||
| Renger van den Heuvel (3) | 24,617,290 | 1.20 | % | |||||
| Adrian Cheng (4) | 500,000,000 | 24.39 | % | |||||
| Clive Ng | — | * | ||||||
| All directors and officers as a group (3 persons) | 524,617,290 | 25.59 | % | |||||
| 5% Stockholders: | ||||||||
| SERES Investments S.à r.l., SPF | 300,000,000 | 14.64 | % | |||||
| Jakota Capital (Holdings) Ltd. | 300,000,000 | 14.64 | % | |||||
| Jakota Capital AG | 238,560,284 | 11.64 | % | |||||
| STOCKACCESS SP INC. | 200,000,000 | 9.76 | % | |||||
| (1) | Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Pursuant to Rules 13d-3 and 13d-5 of the Exchange Act, beneficial ownership includes any shares as to which a stockholder has sole or shared voting power or investment power, and also any shares which the stockholder has the right to acquire within 60 days, including upon exercise of common shares purchase options or warrants. |
| (2) | Based on 2,049,621,210 shares of the Company’s common stock issued and outstanding as of January 14, 2026. |
| (3) | Shares directly beneficially owned by Van + Van GmbH. Mr. van den Heuvel, as the owner and Chief Executive Officer of Van + Van GmbH, may be deemed to beneficially own the 24,617,290 shares of common stock beneficially owned by Van + Van GmbH. |
| (4) | Shares directly beneficially owned by Aurion Prime Holdings Limited (“Aurion”). Dr. Cheng, as the ultimate beneficial owner of Aurion, may be deemed to beneficially own the 500,000,000 shares of common stock beneficially owned by Aurion. |
| 36 |
Item 13. Certain Relationships and Related Transactions, and Director Independence
Our Board of Directors must review and approve any related person transaction we propose to enter into. Any potential related party transaction that is brought to the Board’s attention will be analyzed by the Board, in consultation with outside counsel or members of management, as appropriate, to determine whether the transaction or relationship does, in fact, constitute a related party transaction. At its meetings, the Board of Directors will be provided with the details of each new, existing or proposed related party transaction, including the terms of the transaction, the business purpose of the transaction and the benefits to us and to the relevant related party.
In determining whether to approve a related party transaction, the Board of Directors must consider, among other factors, the following factors to the extent relevant:
| ● | whether the terms of the transaction are fair to us and on the same basis as would apply if the transaction did not involve a related party; |
| ● | whether there are business reasons for us to enter into the transaction; |
| ● | whether the transaction would impair the independence of an outside director; and |
| ● | whether the transaction would present an improper conflict of interest for any director or executive officer. |
Any member of the Board of Directors who has an interest in the transaction under discussion must abstain from any voting regarding the transaction, but may, if so requested by the remaining members of the Board of Directors, participate in some or all of the Board’s discussions of the transaction. Upon completion of its review of the transaction, the Board of Directors may determine to permit or to prohibit the transaction.
On April 9, 2025, the Company entered into a Stock Purchase Agreement (the “April Purchase Agreement”) with the five purchasers signatory thereto (collectively, the “April Buyers”), pursuant to which the Company agreed to issue and sell to the April Buyers a total of 426,501,851 shares of common stock (the “April Shares”) for a total purchase price of $400,000 (the “April Transaction”). The April Shares issued to the April Buyers pursuant to the April Purchase Agreement constituted 80% of the shares of common stock of the Company outstanding on a fully diluted basis immediately following the closing. As a condition to closing, the parties agreed that all persons who were holders of 5% or more of the Company’s common stock immediately prior the closing must enter into a lock-up agreement with the Company, pursuant to which such persons agreed that they will not sell or transfer (subject to certain customary exceptions) any shares of the Company’s common stock for a period of 12 months following the closing.
On June 27, 2025, the Company entered into a Stock Purchase Agreement (the “June Purchase Agreement”) with Jakota Games and Reels SAS, a French simplified joint stock company (the “June Buyer”), pursuant to which the Company agreed to issue and sell to the June Buyer a total of 484,661,435 shares of common stock (the “June Shares”) for a total purchase price of $500,000 (the “June Transaction”). The June Shares issued to the June Buyer pursuant to the June Purchase Agreement constitute approximately 43.8% of the shares of common stock of the Company outstanding on a fully diluted basis immediately following the closing. As a condition to closing, the parties agreed that the June Buyer must enter into a lock-up agreement with the Company, pursuant to which the June Buyer agreed that it will not sell or transfer (subject to certain customary exceptions) any shares of the Company’s common stock for a period of 12 months following the closing.
On September 5, 2025, the Company entered into a Stock Purchase Agreement (the “September Purchase Agreement”) with Jakota Capital AG, a company incorporated under the laws of Switzerland (the “September Buyer”), pursuant to which the Company agreed to issue and sell to the September Buyer a total of 1,000,000,000 shares of common stock (the “September Shares”) for a total purchase price of $6,000,000 (the “September Transaction”). Pursuant to the terms and conditions of the September Purchase Agreement, at the closing, the Company received (i) $3,000,000 of the purchase price in cash and (ii) a promissory note issued by the September Buyer in the amount of $3,000,000 (the “September Note”). The September Note accrues interest at 0.1% per annum and matures on the earlier of 90 days from the closing date or such earlier date as the September Note may be accelerated pursuant to the event of default provisions set forth therein. If the September Buyer does not repay the September Note by its maturity date, the Company will have the right to redeem a portion of the September Shares issued in the September Transaction, equal in value to the unpaid balance of the September Note, for a total redemption price of $1.00. Prior to the September Transaction closing, the September Buyer owned approximately 22.65% of the issued and outstanding shares of common stock of the Company on a fully diluted basis. The September Shares issued to the September Buyer pursuant to the September Purchase Agreement constituted approximately 48.70% of the shares of common stock of the Company outstanding on a fully diluted basis immediately following the closing, increasing the September Buyer’s total ownership to 60.32% at that time.
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Item 14. Principal Accountant Fees and Services
On August 9, 2025, Hudgens CPA, PLLC (“Hudgens”) resigned as the Company’s independent registered public accounting firm. On September 23, 2025, the Company appointed M&K CPAs, PLLC (“M&K”) as the Company’s independent registered public accounting firm for the fiscal year ending July 31, 2025 and entered into an engagement letter with M&K. Our Board of Directors has determined that the services provided by M&K are compatible with maintaining the independence of the auditor as our independent registered public accounting firm.
Audit Fees include professional services rendered by our principal accountant for the audit of our annual financial statements and review of financial statements included in our Quarterly Reports on Form 10-Q (“Audit Fees”);
Audit Related Fees include assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of the financial statements and not reportable under Audit Fees (the “Audit Related Fees”);
Tax Fees include tax compliance, advice, and planning (“Tax Fees”); and
Other Fees include other products or services provided (“Other Fees”).
Aggregate fees billed by Hudgens, an independent registered public accounting firm, during the fiscal years ended July 31, 2024 and 2025 were as follows:
| Fiscal Year Ended July 31, | ||||||||
| 2025 | 2024 | |||||||
| Audit Fees | $ | 34,500 | $ | 40,000 | ||||
| Audit Related Fees (1) | $ | - | $ | - | ||||
| Tax Fees | $ | - | $ | - | ||||
| All Other Fees | $ | - | $ | - | ||||
| Total | $ | 34,500 | $ | 40,000 | ||||
There were no fees billed by M&K during the fiscal year ended July 31, 2025.
Pre-Approval Policy
The Board of Directors reviews and approves the audit and non-audit services to be provided by our independent registered public accounting firm during the year, considers the effect that performing those services might have on audit independence and approves management’s engagement of our independent registered public accounting firm to perform those services.
| 38 |
PART IV
Item 15. Exhibits, Financial Statements Schedules
| (a) | The following documents are filed as part of this report: |
| (1) | Financial Statements |
The consolidated financial statements of the registrant and subsidiaries, together with the report thereon of the Company’s independent registered public accounting firm, are included beginning on page F-1 of this Annual Report on Form 10-K.
| (2) | Financial Statements Schedules |
All financial statements schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is presented in the financial statements and notes thereto beginning on page F-1 of this Annual Report on Form 10-K.
| (3) | Exhibits |
| 39 |
* Filed herewith.
** Furnished herewith.
Item 16. Form 10-K Summary
None.
| 40 |
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.
January 28, 2026
| CRISP MOMENTUM, INC. | ||
| By: | /s/ Renger van den Heuvel | |
| Name: | Renger van den Heuvel | |
| Title: | Chief Executive Officer | |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Name |
Position |
Date | ||
/s/ Renger van den Heuvel |
Chief Executive Officer and Director | January 28, 2026 | ||
| Renger van den Heuvel | (acting principal financial officer) | |||
/s/ Adrian Cheng |
Chairman of the Board and Director | January 28, 2026 | ||
| Adrian Cheng | ||||
| /s/ Clive Ng | Director | January 28, 2026 | ||
| Clive Ng |
| 41 |
Crisp Momentum, Inc. and Subsidiaries
Page(s) | |
| Report
of Independent Registered Public Accounting Firm (PCAOB Firm ID |
F-2 |
| Consolidated Balance Sheets | F-4 |
| Consolidated Statements of Operations | F-5 |
| Consolidated Statements of Stockholders’ Equity (Deficit) | F-6 |
| Consolidated Statements of Cash Flows | F-7 |
| Notes to Consolidated Financial Statements | F-8 to F-20 |
| F-1 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of Crisp Momentum Inc. and Affiliates
Opinion on the Financial Statements
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has a net loss and cash used in operations and has a significant accumulated, stockholders’, and working capital deficit which raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are discussed in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.
Going Concern
As discussed in Note 2 to the consolidated financial statements, the Company has a net loss and cash used in operations and has a significant accumulated, stockholders’, and working capital deficit.
Auditing management’s evaluation of a going concern can be a significant judgement given the fact that the Company uses management estimates on future revenues and expenses which are not able to be substantiated.
To evaluate the appropriateness of the going concern, we examined and evaluated the financial information that was the initial cause along with management’s plans to mitigate going concern and management’s disclosure on going concern.
| /s/
|
|
| We have served as the Company’s auditor since 2025. | |
| January 28, 2026 |
| F-2 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of Crisp Momentum, Inc. (formerly OpenLocker Holdings, Inc.)
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Crisp Momentum, Inc. (the Company) (formerly OpenLocker Holdings, Inc.) as of July 31, 2024, and the related consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows the year then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of July 31, 2024 and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company suffered a net loss from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. We have determined that there were no critical audit matters.
/s/
www.hudgenscpas.com
We have served as the Company’s auditor since 2021
Firm
ID:
November 27, 2024
| F-3 |
CRISP MOMENTUM, INC.
(FORMERLY OPENLOCKER HOLDINGS, INC.)
CONSOLIDATED BALANCE SHEETS
| July 31, | July 31, | |||||||
| 2025 | 2024 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | $ | ||||||
| Total Current Assets | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Current Liabilities | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Accounts payable and accrued expenses – related party | ||||||||
| Investment payable | ||||||||
| Notes payable – net | ||||||||
| Notes payable – related party | ||||||||
| Total Current Liabilities | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies | ||||||||
| Stockholders’ Equity (Deficit) | ||||||||
| Series A, convertible preferred stock, $ par value, shares authorized, and shares issued and outstanding at July 31, 2025 and 2024, respectively. | ||||||||
| Common Stock, $ par value; shares authorized, and issued and outstanding, at July 31, 2025 and 2024. | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Equity (Deficit) | ( | ) | ( | ) | ||||
| Total Liabilities and Stockholders’ Equity (Deficit) | $ | $ | ||||||
See accompanying notes to consolidated financial statements
| F-4 |
CRISP MOMENTUM, INC.
(FORMERLY OPENLOCKER HOLDINGS, INC.)
CONSOLIDATED STATEMENTS OF OPERATIONS
| For the Years Ended July 31, | ||||||||
| 2025 | 2024 | |||||||
| Revenue | ||||||||
| Collectibles | $ | $ | ||||||
| Sponsorships | ||||||||
| Total Revenue | ||||||||
| Cost of Revenue | ||||||||
| Gross Profit | ||||||||
| Operating Expenses | ||||||||
| Software development | ||||||||
| Impairment of intangible assets | ||||||||
| General and administrative expenses | ||||||||
| Total Operating Expenses | ||||||||
| Loss from Operations | ( | ) | ( | ) | ||||
| Other Income (Expense) | ||||||||
| Amortization of debt discount | ( | ) | ( | ) | ||||
| Loss on settlement of debt | ( | ) | ||||||
| Gain on debt extinguishment | ||||||||
| Other income | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Total Other Expense | ( | ) | ( | ) | ||||
| Net Loss Before provision for Income Taxes | ( | ) | ( | ) | ||||
| Provision for Income Taxes | ||||||||
| NET LOSS | $ | ( | ) | ( | ) | |||
| Net Loss Per Share: Basic and Diluted | $ | ) | $ | ) | ||||
| Weighted Average Number of Shares Outstanding: Basic and Diluted | ||||||||
See accompanying notes to consolidated financial statements
| F-5 |
CRISP MOMENTUM, INC.
(FORMERLY OPENLOCKER HOLDINGS, INC.)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
For the Years Ended July 31, 2025 and 2024
Series A Preferred Stock | Common Stock | Additional Paid-In | Accumulated | Total Stockholders’ | ||||||||||||||||||||||||
| Shares | Amount ($) | Shares | Amount ($) | Capital ($) | Deficit ($) | Deficit ($) | ||||||||||||||||||||||
| Balance July 31, 2023 | ( | ) | ( | ) | ||||||||||||||||||||||||
| Stock issued as debt discount | – | |||||||||||||||||||||||||||
| Stock issued for services | – | |||||||||||||||||||||||||||
| Recognition of stock-based compensation | – | – | ||||||||||||||||||||||||||
| Net loss | – | – | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance July 31, 2024 | ( | ) | ( | ) | ||||||||||||||||||||||||
| Stock issued for cash | – | |||||||||||||||||||||||||||
| Stock issued for cash – related party | – | |||||||||||||||||||||||||||
| Stock issued for asset acquisition | – | |||||||||||||||||||||||||||
| Stock issued for services | – | |||||||||||||||||||||||||||
| Stock issued for settlement of notes payable | – | |||||||||||||||||||||||||||
| Series A Preferred exchanged for common stock – related party | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Gain on forgiveness of notes payable – related party | – | – | ||||||||||||||||||||||||||
| Net loss | – | – | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance July 31, 2025 | ( | ) | ( | ) | ||||||||||||||||||||||||
See accompanying notes to consolidated financial statements
| F-6 |
CRISP MOMENTUM, INC.
(FORMERLY OPENLOCKER HOLDINGS, INC.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
| For the Years Ended July 31, | ||||||||
| 2025 | 2024 | |||||||
| Cash Flows From Operating Activities: | ||||||||
| Net Loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operations | ||||||||
| Amortization - website | ||||||||
| Amortization of operating lease right-of-use asset - related party | ||||||||
| Amortization of debt discount | ||||||||
| Impairment of intangible assets | ||||||||
| Gain on settlement of debt | ( | ) | ||||||
| Recognition of stock-based compensation | ||||||||
| Stock issued for services | ||||||||
| Loss on settlement of notes payable | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| (Increase) decrease in | ||||||||
| Accounts receivable | ||||||||
| Increase (decrease) in | ||||||||
| Accounts payable and accrued expenses | ||||||||
| Accounts payable and accrued expenses - related parties | ||||||||
| Deferred revenue | ( | ) | ||||||
| Operating lease liability - related party | ( | ) | ||||||
| Net Cash Used In Operating Activities | ( | ) | ( | ) | ||||
| Cash Flows From Investing Activities: | ||||||||
| Cash acquired in asset acquisition | ||||||||
| Net Provided By Investing Activities | ||||||||
| Cash Flows From Financing Activities: | ||||||||
| Proceeds from issuance of notes payable | ||||||||
| Proceeds from issuance of notes payable - related party | ||||||||
| Principal repayment of notes payable | ( | ) | ||||||
| Principal repayment of notes payable - related party | ( | ) | ||||||
| Stock issued for cash - common stock | ||||||||
| Stock issued for cash - common stock - related party | ||||||||
| Net Cash Provided by Financing Activities | ||||||||
| Net Increase in Cash | ( | ) | ||||||
| Cash at Beginning of Year | ||||||||
| Cash at End of Year | $ | $ | ||||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid for interest | ||||||||
| Cash paid for income taxes | ||||||||
| Supplemental disclosure of non-cash investing and financing activities: | ||||||||
| Shares issued for conversion | $ | $ | ||||||
| Shares issued for conversion of preferred shares | $ | $ | ||||||
| Gain on forgiveness of accrued interest – related party | $ | $ | ||||||
See accompanying notes to consolidated financial statements
| F-7 |
CRISP MOMENTUM, INC.
(FORMERLY OPENLOCKER HOLDINGS, INC.)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 2025 and 2024
NOTE 1 – ORGANIZATION AND BUSINESS
The Company was originally incorporated in Delaware in 1986. It changed its domicile to Massachusetts in 1987. Until July 7, 1992, the Company was engaged in the sale of an automated luminometer and an accompanying reagent system that measures raw material for microbiological contamination. The Company discontinued operations and liquidated the remaining inventory of reagents on April 16, 1993. The Company changed its state of domicile again to Delaware in May 1996 and concurrently changed its name to IMSCO Technologies, Inc. At the time, the Company switched its focus to developing technology that achieves molecular separation with innovative applications of electrostatics. The Company ultimately abandoned these endeavors and continued to go through shifts in its business operations. In 2001, the Company changed its name to Global Sports and Entertainment, Inc. In 2002, it changed its name to GWIN, Inc. The Company changed its name to Winning Edge International, Inc. in 2006 and in 2007, to W Technologies, Inc.
In June 2021, the Company closed upon a share exchange agreement with Krypto Ventures pivoting the Company into the blockchain technology and digital asset business. In November 2021, the Company redeemed a large portion of the common stock issued in the Krypto Ventures transaction and current management took over the Company operations. Effective December 31, 2021, the Company changed its name to “Descrypto Holdings, Inc.”
On December 5, 2022, the Company changed its corporate name to OpenLocker Holdings, Inc. and effective December 9, 2022, the trading symbol for the Company’s common stock changed to “OLKR”. In October 2022 the Company uplisted to the OTCQB Venture Market.
On July 11, 2025, the Company entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Crisp Momentum Inc., a Delaware corporation (the “Target”), and Digital Knight S.á.r.l., a Luxembourg company (the “Seller”), pursuant to which the Company agreed to purchase all of the outstanding shares of capital stock of the Target from the Seller in exchange for an aggregate of shares of the Company’s common stock (the “Crisp Transaction”).
On August 28, 2025, following the consummation of the Crisp Transaction, the Company changed its name to “Crisp Momentum Inc.” and, effective August 28, 2025, the trading symbol for the Company’s common stock changed to “CRSF”.
NOTE 2 – GOING CONCERN
The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.
As reflected in the accompanying consolidated financial statements, for the year ended July 31, 2025, the Company had:
| ● | Net
loss of $ | |
| ● | Net
cash used in operations of $ |
Additionally, at July 31, 2025, the Company had:
| ● | Accumulated
deficit of $ | |
| ● | Stockholders’
deficit of $ | |
| ● | Working
capital deficit of $ |
We
manage liquidity risk by reviewing, on an ongoing basis, our sources of liquidity and capital requirements. The Company had cash on hand
of $
| F-8 |
The Company has incurred significant losses since its inception and has not demonstrated an ability to generate sufficient revenues to achieve profitable operations. There can be no assurance that profitable operations will ever be achieved, or if achieved, could be sustained on a continuing basis. In making this assessment we performed a comprehensive analysis of our current circumstances including: our financial position, our cash flows and cash usage forecasts for the twelve months ended July 31, 2026, and our current capital structure including equity-based instruments and our obligations and debts.
The Company has satisfied its obligations from the issuance of common stock and notes payable; however, there is no assurance that such successful efforts will continue during the twelve months subsequent to the date these consolidated financial statements are issued.
If the Company does not obtain additional capital (debt and/or equity based financing), the Company will be required to reduce the scope of its business development activities or cease operations. The Company continues to explore obtaining additional capital financing and the Company is closely monitoring its cash balances, cash needs, and expense levels.
These factors create substantial doubt about the Company’s ability to continue as a going concern within the twelve-month period subsequent to the date that these consolidated financial statements are issued.
The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of consolidated financial statements in conformity with GAAP 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items, that (1) recorded transactions are valid; (2) valid transactions are recorded; and (3) transactions are recorded in the proper period in a timely manner to produce consolidated financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented.
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 assets and liabilities and disclosure of contingent assets and liabilities at the date the consolidated financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Principles of Consolidation
The consolidated financial statements have been prepared in accordance with GAAP. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated.
Business Combinations
The Company accounts for business combinations using the acquisition method in accordance with the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Codification (“ASC”) 805, “Business Combinations,” which requires recognition of assets acquired and liabilities assumed, including contingent assets and liabilities, at their respective fair values on the date of acquisition.
Cash and Cash Equivalents
The Company accounts for cash and cash equivalents under FASB ASC 305, “Cash and Cash Equivalents,” and considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.
At July 31, 2025 and 2024, respectively, the Company did not have any cash equivalents.
The
Company is exposed to credit risk on its cash and cash equivalents in the event of default by the financial institutions to the extent
account balances exceed the amount insured by the FDIC, which is $
| F-9 |
Advertising and Promotion Costs
Advertising and promotion costs are expensed as incurred. Advertising costs are included as a component of general and administrative expense in the consolidated statements of operations.
For
the years ended July 31, 2025 and 2024, the Company expensed $
Revenue Recognition
The Company records transactions in accordance with ASU 2014-09, “Revenue from Contracts with Customers” and all subsequent amendments to the ASU (collectively, “ASC 606”). In accordance with ASC 606, revenues are recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. Currently, all revenue streams contain a single performance obligation. There are no penalties for contract termination by either party.
The Company generates revenue from two main sources, (1) collectibles, and (2) sponsorship revenues.
Collectibles
All payments are received from third-party payment processing providers. The Company receives payments from sales on its primary marketplace (Shopify site) as well as two other sources. Each of these sources of payment relate to the completion of a single performance obligation completed at a point in time, which occurs upon the transfer of a digital access pass and where no further performance obligations are required. At the point of sale, the Company grants all rights in the intellectual property to the customer.
Payments from customers (all paid in cash) are received as follows:
| ● | Shopify payouts from credit/debit cards transactions typically occur 2-3 days after date of sale; and |
| ● | PayPal payments are received same day |
Shipping fees collected from customers for physical collectibles are included with revenues received from Shopify payouts. Prior to the product shipping, any amounts received in advance are accounted for as contract liabilities (deferred revenue).
The Company controls the collectibles via digital access pass prior to a sale and acts as the principal in these transactions.
For
the years ended July 31, 2025 and 2024, the Company recognized $
Sponsorships
The Company generates revenues from sponsorship arrangements, in which the customer sponsors an athlete, event or sports team. In exchange for the sponsorship, the customer receives specified brand recognition and other benefits over a set period of time and will recognize revenue on a straight-line basis over the time period specified in the contract. Related performance obligations for sponsorship arrangements are recognized ratably over this period of time.
The excess of amounts contractually due over the amounts of sponsorship revenue recognized are included on the consolidated balance sheets as contract liabilities (deferred revenues). Contractually due, but unpaid sponsorship revenue is included in accounts receivable on the consolidated balance sheets.
At
July 31, 2025 and 2024, the Company had contract liabilities of $
For the year ended July 31, 2025, the Company recognized $ of sponsorship revenues.
For
the year ended July 31, 2024, the Company recognized $
Segment Reporting
Effective for the fiscal year ended
July 31, 2025, the Company adopted the provisions of ASC 2023-07, “Segment Reporting” (Topic 280): Improvements to
Reportable Segment Disclosures. Operating segments are components of an enterprise about which separate financial information is available
and is evaluated regularly by management, namely the Chief Operating Decision Maker (“CODM”) of an organization, in order
to determine operating and resource allocation decisions. By this definition, the Company has identified its Chief Executive Officer
as the CODM. The CODM has determined the Company to have
The Company has one operating segments – Collectibles.
The Collectibles segment comprises the sale of collectibles to consumers and had $
The Company chooses to disclose the following in its segment reporting requirements:
| Unallocated | ||||||||
| Corporate | ||||||||
| Overhead | Collectibles | |||||||
| Segment Revenue | ||||||||
| Sales of collectibles | $ | $ | ||||||
| Total Segment Revenue | ||||||||
| Cost of Revenue | ||||||||
| Gross Profit | ||||||||
| Operating Expenses | ||||||||
| Impairment of intangible assets | ||||||||
| General and administrative | ||||||||
| Segment Operating Expenses | ||||||||
| Segment Profit (Loss) | $ | ( | ) | $ | ||||
| F-10 |
Income Taxes and Valuation Allowance
The Company accounts for income taxes under ASC 740, “Income Taxes”. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.
The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 “Income Taxes”. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. As of July 31, 2025 and 2024, respectively, the Company had no uncertain tax positions that qualify for either recognition or disclosure in the financial statements.
The Company recognizes interest and penalties related to uncertain income tax positions in other expense. No interest and penalties related to uncertain income tax positions were recorded for the years ended July 31, 2025 and 2024, respectively.
Financial Instruments
ASC 820, “Fair Value Measurements and Disclosures,” defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:
| Level 1 - | Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. | |
| Level 2 - | Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. | |
| Level 3 - | Inputs that are both significant to the fair value measurement and unobservable. |
Although the Company believes that the recorded fair value of our financial instruments is appropriate, these fair values may not be indicative of net realizable value or reflective of future fair values.
The Company’s financial instruments, including cash, accounts payable and accrued expenses, accounts payable and accrued expenses – related parties, notes payable and notes payable – related parties are carried at historical cost. At July 31, 2025 and 2024, respectively, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments.
ASC 825-10 “Financial Instruments” allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (“fair value option”). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding financial instruments.
| F-11 |
Related Parties
The Company follows ASC 850-10, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions. Pursuant to ASC 850-10-20, related parties include: a) affiliates of the Company; b) principal owners of the Company; c) management of the Company; d) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and e) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.
Material related party transactions are required to be disclosed in the consolidated financial statements, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which statements of operation are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which statements of operations are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.
See Note 5.
Leases
In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, “Leases” Topic 842, which amends the guidance in former ASC Topic 840, Leases (“ASC 840”). The new standard increases transparency and comparability most significantly by requiring the recognition by lessees of right-of-use (“ROU”) assets and lease liabilities on the balance sheet for all leases longer than 12 months. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. For lessees, leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement, over the expected term on a straight-line basis. We determine if an arrangement is a lease at inception. The Company recognizes ROU assets and lease liabilities for leases with terms greater than 12 months or leases that contain a purchase option that is reasonably certain to be exercised. Leases are classified as either financing or operating, with classification affecting the pattern of expense recognition in the statement of operations. In addition, a lessor is required to classify leases as either sales-type, financing or operating. A lease will be treated as a sale if it transfers all of the risks and rewards, as well as control of the underlying asset, to the lessee. If risks and rewards are conveyed without the transfer of control, the lease is treated as financing. If the lessor does not convey risk and rewards or control, the lease is treated as operating. We determine if an arrangement is a lease, or contains a lease, at inception and record the lease in our financial statements upon lease commencement, which is the date when the underlying asset is made available for use by the lessor.
Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments over the lease term. Lease right-of-use assets and liabilities at commencement are initially measured at the present value of lease payments over the lease term. We generally use our incremental borrowing rate based on the information available at commencement to determine the present value of lease payments except when an implicit interest rate is readily determinable. We determine our incremental borrowing rate based on market sources including relevant industry data.
We may have lease agreements with lease and non-lease components and have elected to utilize the practical expedient to account for lease and non-lease components together as a single combined lease component, from both a lessee and lessor perspective with the exception of direct sales-type leases and production equipment classes embedded in supply agreements. From a lessor perspective, the timing and pattern of transfer are the same for the non-lease components and associated lease component and the lease component, if accounted for separately, would be classified as an operating lease.
We have elected not to present short-term leases on the balance sheet as these leases have a lease term of 12 months or less at lease inception and do not contain purchase options or renewal terms that we are reasonably certain to exercise. All other lease assets and lease liabilities are recognized based on the present value of lease payments over the lease term at commencement date. Because most of our leases do not provide an implicit rate of return, we used our incremental borrowing rate based on the information available at lease commencement date in determining the present value of lease payments.
Our leases, where we are the lessee, do not include an option to extend the lease term. Our lease does not include an option to terminate the lease prior to the end of the agreed upon lease term. For purposes of calculating lease liabilities, lease term would include options to extend or terminate the lease when it is reasonably certain that we will exercise such options.
Lease expense for operating leases is recognized on a straight-line basis over the lease term as an operating expense, included as a component of general and administrative expenses, in the accompanying consolidated statements of operations.
Certain operating leases provide for annual increases to lease payments based on an index or rate, our lease has no stated increase, payments were fixed at lease inception. We calculate the present value of future lease payments based on the index or rate at the lease commencement date. Differences between the calculated lease payment and actual payment are expensed as incurred.
| F-12 |
Original Issue Discount/Debt Discount
For certain notes issued, the Company may provide the debt holder with an original issue discount or issue shares of common stock classified as a debt discount. These discounts reduce the face amount of the note and are amortized to interest expense over the life of the debt, in the Consolidated Statements of Operations.
Debt Issue Cost
Debt issuance cost paid to lenders, or third parties are recorded as debt discounts and amortized to interest expense over the life of the underlying debt instrument, in the Consolidated Statements of Operations.
Software Development Costs
Internal-use software development costs are accounted for in accordance with ASC 350-40, “Internal-Use Software”. The costs incurred in the preliminary stages of development are expensed as research and development costs as incurred.
Once
an application has reached the development stage, internal and external costs incurred to develop internal-use software are capitalized
and amortized on a straight-line basis over the estimated useful life of the software (typically three to
Maintenance and enhancement costs, including those costs in the post-implementation stages, are typically expensed as incurred, unless such costs relate to substantial upgrades and enhancements to the software that result in added functionality, in which case the costs are capitalized and amortized on a straight-line basis over the estimated useful life of the software.
The Company reviews the carrying value for impairment whenever facts and circumstances exist that would suggest that assets might be impaired or that the useful lives should be modified. Amortization expense related to capitalized internal-use software development costs will be included in cost of goods sold in the statements of operations.
For
the years ended July 31, 2025 and 2024, the Company expensed $
Loss Contingencies
From time to time the Company may be subject to various legal proceedings and claims that arise in the ordinary course of business. On at least a quarterly basis, consistent with ASC 450-20-50-1C, if the Company determines that there is a reasonable possibility that a material loss may have been incurred, or is reasonably estimable, regardless of whether the Company accrued for such a loss (or any portion of that loss), the Company will confer with its legal counsel, consistent with ASC 450. If the material loss is determinable or reasonably estimable, the Company will record it in its accounts and as a liability on the consolidated balance sheet.
Goodwill and Impairment
In financial reporting, goodwill is not amortized but is tested for impairment annually (each July 31) or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Events that result in an impairment review include significant changes in the business climate, declines in our operating results, or an expectation that the carrying amount may not be recoverable. We assess potential impairment by considering present economic conditions as well as future expectations. All assessments of goodwill impairment are conducted at the individual reporting unit level.
The Company uses qualitative factors according to ASC 350-20-35-3 to determine whether it is more likely than not that the fair value of goodwill is less than its carrying amount.
There
were
Property and Equipment
Property and equipment is stated at cost less accumulated depreciation. Depreciation is provided on the straight-line basis over the estimated useful lives of the assets.
Expenditures for repair and maintenance which do not materially extend the useful lives of property and equipment are charged to operations. When property or equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the respective accounts with the resulting gain or loss reflected in operations.
Management reviews the carrying value of its property and equipment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.
There
were
| F-13 |
Intangible Assets
Definite-lived intangible assets are amortized on a straight-line basis over their estimated useful lives. Indefinite-lived intangible assets are reviewed for impairment annually. The Company reviews definite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
Fiscal Year Ended July 31, 2025
During
the year ended July 31, 2025, the Company determined that given various negative financial indicators (quantitative and qualitative),
intangible assets (net of amortization) of $
Fiscal Year Ended July 31, 2024
There were impairment losses recorded during the year ended July 31, 2024.
Long-lived Assets
Long-lived
assets such as fixed assets and identifiable intangibles are reviewed for impairment whenever facts and circumstances indicate that the
carrying value may not be recoverable. When required impairment losses on assets to be held and used are recognized based on the fair
value of the asset. The fair value is determined based on estimates of future cash flows, market value of similar assets, if available,
or independent appraisals, if required. If the carrying amount of the long-lived asset is not recoverable from its undiscounted cash
flows, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset. When fair values
are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risk
associated with the recovery of the assets. We did
Stock-Based Compensation
FASB ASC 718 “Compensation – Stock Compensation,” prescribes accounting and reporting standards using the fair value-based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. This guidance establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments.
When determining fair value of stock options, the Company considers the following assumptions in the Black-Scholes model:
| ● | Exercise price | |
| ● | Expected dividends | |
| ● | Expected volatility | |
| ● | Risk-free interest rate; and | |
| ● | Expected life of option |
Stock Warrants
In connection with certain financing (debt or equity), consulting and collaboration arrangements, the Company may issue warrants to purchase shares of its common stock. The outstanding warrants are standalone instruments that are not puttable or mandatorily redeemable by the holder and are classified as equity awards.
The Company measures the fair value of warrants issued for compensation using the Black-Scholes option pricing model as of the measurement date. However, for warrants issued that meet the definition of a derivative liability, fair value is determined based upon the use of a binomial pricing model.
Warrants issued in conjunction with the issuance of common stock are initially recorded at fair value as a reduction in additional paid-in capital of the common stock issued. All other warrants (for services) are recorded at fair value and expensed over the requisite service period or at the date of issuance if there is not a service period.
| F-14 |
Basic income (loss) per share is computed by dividing net income (loss) attributable to common stockholders by the weighted average common shares outstanding for the period. Diluted income (loss) per share is computed giving effect to all potentially dilutive common shares. Potentially dilutive common shares may consist of incremental shares issuable upon the exercise of stock options and warrants and upon the conversion of notes. In periods in which a net loss has been incurred, all potentially dilutive common shares are considered anti-dilutive and thus are excluded from the calculation. For the years ended July 31, 2025 and 2024, the Company had the following potentially dilutive equity securities:
| July 31, 2025 | July 31, 2024 | |||||||
| Series A, convertible stock ( to into common stock) | ||||||||
| Stock options (exercise prices $ to $ per share) | ||||||||
| Warrants (exercise price $/share) | ||||||||
| Total common stock equivalents | ||||||||
Recently Issued Accounting Pronouncements
We have reviewed the FASB issued ASU accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration. We recently adopted and retroactively applied ASU 2023-07, “Segment Reporting.”
NOTE 4 – NOTES PAYABLE
The following represents a summary of the Company’s notes payable at July 31, 2025 and 2024:
| Issue Date | Maturity Date | Interest Rate | Default Interest Rate | Collateral | July 31, 2025 | July 31, 2024 | |||||||||||||||
| % | % | $ | $ | ||||||||||||||||||
| % | % | 1 | |||||||||||||||||||
| % | % | 2 | |||||||||||||||||||
| % | % | 3 | |||||||||||||||||||
| Less unamortized discount | ( | ) | |||||||||||||||||||
| $ | $ | ||||||||||||||||||||
| 1 |
| 2 |
| 3 |
On
April 9, 2025, the Company repaid $
| F-15 |
The Company had the following activity related to its notes payable during the year ended July 31, 2025:
| Balance – July 31, 2024 | $ | |||
| Proceeds | ||||
| Principle repayments | ( | ) | ||
| Debt converted to common stock | ( | ) | ||
| Amortization of discount | ||||
| Balance – July 31, 2025 | $ |
NOTE 5 – NOTES PAYABLE – RELATED PARTY
The following represents a summary of the Company’s notes payable – related parties at July 31, 2025 and 2024:
| Issue Date | Maturity Date | Interest Rate | Default Interest Rate | Related Party | Collateral | July 31, 2025 | July 31, 2024 | ||||||||||||||||
| % | % | $ | $ | ||||||||||||||||||||
| % | % | ||||||||||||||||||||||
| % | % | ||||||||||||||||||||||
| $ | $ | ||||||||||||||||||||||
The Company had the following activity related to its notes payable – related party during the year ended July 31, 2025:
| Balance – July 31, 2024 | $ | |||
| Proceeds | ||||
| Principle repayments | ( | ) | ||
| Balance – July 31, 2025 | $ |
On
April 9, 2025, the Company repaid $
NOTE 6 – STOCKHOLDERS’ DEFICIT
The Company has two (2) classes of stock at July 31, 2025 and 2024:
Class A Common Stock
| - | shares authorized |
| - | and issued and outstanding, respectively |
| - | Par value - $ |
| - |
| F-16 |
Series A, Convertible Preferred Stock
| - | shares authorized |
| - | and issued and outstanding, respectively |
| - | Par value - $ |
| - | Conversion ratio – share of Series A converts into shares of common stock ( and shares, respectively) |
| - |
| - | Eligible for dividends/distributions if declared by the Board of Directors |
| - | Liquidation
preference - |
Equity Transactions for the Year ended July 31, 2025
Stock Issued for Cash
On
April 9, 2025, the Company issued and sold common shares for $
Stock Issued for Cash – Related Parties
On
June 27, 2025, the Company issued and sold shares of common stock for $
Settlement of Debt
On
April 9, 2025, the Company issued common shares to settle $
settlement
included a loss on conversion in the amount of $
Stock Issued for Services
On
November 13, 2024, the Company issued shares of common stock for services rendered having a fair value of $
Conversion of Preferred Stock to common stock
On March 26, 2025, the holders of the Series A Preferred elected to convert all of their shares, , to common stock. The convertibility feature of the preferred stock allows for shares of common stock to be issued for each share of Series A Preferred. As a result, shares of common stock were issued.
Equity Transactions for the Year Ended July 31, 2024
Stock Issued for Cash
On
November 13, 2024, the Company sold shares of common stock for $
Stock Issued for Services
The
Company issued shares of common stock for services rendered, having a fair value of $
Stock Issued for Debt Discount
The
Company issued
| F-17 |
NOTE 7 – ASSET ACQUISITION
On
July 11, 2025, the Company (the “Purchaser”) entered into a stock purchase agreement with Digital Knight Finance S.a.r.l.,
a Luxembourg company (the “Seller”), to purchase
The Company evaluated the Crisp acquisition in accordance with guidance under ASC 805-10 and determined that Crisp did not meet the criteria of a business and therefore, the Share Purchase Agreement reflected an acquisition of assets rather than a business. As such, the Company has applied the guidance related to asset acquisitions (ASC 805-50) and valued the intellectual property at the value of the shares exchanged for the transaction, $ ( shares @ $/share) as well as the net liabilities assumed in the transaction of $, for a total intellectual property value of $.
However, during the year ended July 31, 2025, the Company determined that given various negative financial indicators (quantitative and qualitative), intangible assets (net of amortization) of $ was fully impaired and recorded as a component of general and administrative expense in the consolidated statements of operations (see Note 3).
The Company evaluated the earn-out contingency in accordance with ASC 450 and determined that as of July 31, 2025, it is not probable that the threshold would be met requiring issuance of shares and therefore has not recorded a contingent liability in association with the earn-out.
NOTE 8 – INVESTMENT PAYABLE
In
connection with the Crisp acquisition, the company acquired an investment agreement whereby the investor agreed to lend the Company up
to $
| Stock Options | Number of Options | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term (Years) | Aggregate Intrinsic Value | Weighted Average Grant Date Fair Value | |||||||||||||||
| Outstanding - July 31, 2023 | $ | $ | $ | |||||||||||||||||
| Exercisable - July 31, 2023 | $ | $ | $ | |||||||||||||||||
| Granted | $ | - | $ | |||||||||||||||||
| Exercised | - | |||||||||||||||||||
| Cancelled/Forfeited | - | |||||||||||||||||||
| Outstanding - July 31, 2024 | $ | $ | $ | |||||||||||||||||
| Exercisable - July 31, 2024 | $ | $ | $ | |||||||||||||||||
| Granted | - | |||||||||||||||||||
| Exercised | - | |||||||||||||||||||
| Cancelled/Forfeited | - | |||||||||||||||||||
| Outstanding - July 31, 2025 | $ | $ | $ | |||||||||||||||||
| Exercisable - July 31, 2025 | $ | $ | $ | |||||||||||||||||
| Unvested - July 31, 2025 | $ | - | $ | $ | ||||||||||||||||
| F-18 |
NOTE 10 - WARRANTS
Warrant activity for the years ended July 31, 2025 and 2024 are summarized as follows:
| Stock Options | Number of Options | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term (Years) | Aggregate Intrinsic Value | ||||||||||||
| Outstanding - July 31, 2023 | $ | $ | ||||||||||||||
| Exercisable - July 31, 2023 | $ | $ | ||||||||||||||
| Granted | $ | - | $ | - | ||||||||||||
| Exercised | - | - | ||||||||||||||
| Cancelled/Forfeited | - | - | ||||||||||||||
| Outstanding - July 31, 2024 | $ | $ | ||||||||||||||
| Exercisable - July 31, 2024 | $ | $ | ||||||||||||||
| Granted | - | - | ||||||||||||||
| Exercised | - | - | ||||||||||||||
| Cancelled/Forfeited | - | - | ||||||||||||||
| Outstanding - July 31, 2025 | $ | $ | ||||||||||||||
| Exercisable - July 31, 2025 | $ | $ | ||||||||||||||
| Unvested - July 31, 2025 | $ | - | $ | |||||||||||||
NOTE 11 – INCOME TAXES
The
Company’s tax expense differs from the “expected” tax expense for the period (computed by applying the blended corporate
rate and state tax rates of
| July 31, 2025 | July 31, 2024 | |||||||
| Federal
income tax benefit - | $ | ( | ) | $ | ( | ) | ||
| State
income tax - | ( | ) | ( | ) | ||||
| Non-deductible items | ||||||||
| Subtotal | ( | ) | ( | ) | ||||
| Change in valuation allowance | ||||||||
| Income tax benefit | $ | $ | ||||||
The tax effects of temporary differences that give rise to significant portions of deferred tax assets and liabilities at July 31, 2025 and 2024, respectively, are approximately as follows:
| July 31, 2025 | July 31, 2024 | |||||||
| Amortization of intangible asset | $ | $ | ||||||
| Amortization of ROU lease | ||||||||
| Amortization of debt discount | ||||||||
| Share based payments | ||||||||
| Net operating loss carryforwards | ||||||||
| Total deferred tax assets | ||||||||
| Less: valuation allowance | ( | ) | ( | ) | ||||
| Net deferred tax asset recorded | $ | $ | ||||||
| F-19 |
Deferred tax assets and liabilities are computed by applying the federal and state income tax rates in effect to the gross amounts of temporary differences and other tax attributes, such as net operating loss carryforwards. In assessing if the deferred tax assets will be realized, the Company considers whether it is more likely than not that some or all of these deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which these deductible temporary differences reverse.
The Company, after considering all available evidence, fully reserved its deferred tax assets since it is more likely than not that such benefits may be realized in future periods. The Company has not yet established that it can generate taxable income. The Company will continue to evaluate its deferred tax assets to determine whether any changes in circumstances could affect the realization of their future benefit. If it is determined in future periods that portions of the Company’s deferred tax assets satisfy the realization standards, the valuation allowance will be reduced accordingly.
During
the year ended July 31, 2025, the valuation allowance increased by approximately $
At
July 31, 2025, the Company has federal and state net operating loss carryforwards, which are available to offset future taxable income,
of approximately $
These carryforwards may be subject to an annual limitation under Section 382 and 383 of the Internal Revenue Code of 1986, and similar state provisions if the Company experienced one or more ownership changes which would limit the amount of NOL and tax credit carryforwards that can be utilized to offset future taxable income and tax, respectively. In general, an ownership change, as defined by Section 382 and 383, results from transactions increasing ownership of certain stockholders or public groups in the stock of the corporation by more than 50 percentage points over a three- year period. The Company has not completed an IRC Section 382/383 analysis. If a change in ownership were to have occurred, NOL and tax credit carryforwards could be eliminated or restricted.
If eliminated, the related asset would be removed from the deferred tax asset schedule with a corresponding reduction in the valuation allowance. Due to the existence of the valuation allowance, limitations created by future ownership changes, if any, are not expected to impact the Company’s effective tax rate.
The Company files corporate income tax returns in the United States and State of Florida jurisdictions. Due to the Company’s net operating loss posture, all tax years are open and subject to income tax examination by tax authorities. The Company’s policy is to recognize interest expense and penalties related to income tax matters as tax expense.
At
July 31, 2025 and 2024, respectively, there are
NOTE 12 – SUBSEQUENT EVENTS
Management has evaluated subsequent events through the date these consolidated financial statements were available to be issued. Based on our evaluation, the following material events have occurred that require further disclosure:
| ● | On
September 5, 2025, subsequent to the fiscal year ended July 31, 2025, the Company issued
shares of its common stock to a third party for a total purchase price of $ |
| F-20 |