GBUX 10-Q
Givbux, Inc. (GBUX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ______________________ to ______________________
Commission File Number:
| ||
|
| (I.R.S. Employer Identification No.) |
|
|
|
|
| |
|
| (Zip Code) |
|
|
|
(1) |
|
|
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
OTCID |
SEC 1296 (02-23) Potential persons who are to respond to the collection of information contained in this Form are not required to respond unless the Form displays a currently valid OMB control number.
Umesh Singh CEO
Robert Thompson Director
Michael Arnkvarn Director
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.
Large accelerated filer ☐ | ☐ | Accelerated filer | ☐ |
☒ | Smaller reporting company | ||
|
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
As of September 8, 2026, there were
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. ☐ Yes ☐ No
For period ending 6/30/26
Table of Contents
Section |
|
| Page |
|
| 3 |
| ||
| 3 |
| ||
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
| 23 |
| |
| 23 |
| ||
| 29 |
| ||
|
|
|
|
|
|
|
| ||
| 30 |
| ||
| 30 |
| ||
| 30 |
| ||
| 30 |
| ||
| 30 |
| ||
| 30 |
|
| 2 of 31 |
| Table of Contents |
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements.
GivBux, Inc
Consolidated Balance sheets
(Unaudited)
|
| June 30, |
|
| December 31, |
| ||
|
| 2026 |
|
| 2025 |
| ||
Assets |
|
|
|
|
|
| ||
Current assets |
|
|
|
|
|
| ||
Cash |
| $ |
|
| $ |
| ||
Prepaid expenses |
|
|
|
|
|
| ||
Other receivable |
|
|
|
|
|
| ||
Deferred offering costs |
|
|
|
|
|
| ||
Total current assets |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Property and equipment, net |
|
|
|
|
|
| ||
Total Assets |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders' Deficit |
|
|
|
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities |
| $ |
|
| $ |
| ||
Advances for convertible notes to be issued |
|
|
|
|
|
| ||
Due to related party |
|
|
|
|
|
| ||
Notes payable - related parties |
|
|
|
|
|
| ||
Loans payable, net discount of $ |
|
|
|
|
|
| ||
Convertible notes, net discount of $ |
|
|
|
|
|
| ||
Derivative liabilities |
|
|
|
|
|
| ||
Total Current Liabilities |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Total Liabilities |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Stockholders' Deficit |
|
|
|
|
|
|
|
|
Preferred stock: |
|
|
|
|
|
| ||
Common stock: |
|
|
|
|
|
| ||
Additional paid in capital |
|
|
|
|
|
| ||
Common stock to be issued, |
|
|
|
|
|
| ||
Collateral stock, at par value: |
|
| ( | ) |
|
| ( | ) |
Accumulated deficit |
|
| ( | ) |
|
| ( | ) |
Total Stockholders' Deficit |
|
| ( | ) |
|
| ( | ) |
Total Liabilities and Stockholders' Deficit |
| $ |
|
| $ |
| ||
See accompanying notes to unaudited consolidated financial statements.
| 3 of 31 |
| Table of Contents |
GivBux, Inc
Consolidated Statement of Operations
(Unaudited)
|
| Three Months Ended |
|
| Six Months Ended |
| ||||||||||
|
| June 30, |
|
| June 30, |
| ||||||||||
|
| 2026 |
|
| 2025 |
|
| 2026 |
|
| 2025 |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Revenue |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Cost of revenue |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Gross profit |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Sales and marketing |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Stock based-compensation -commitment fees |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Professional fees |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total operating expenses |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Change in fair value of derivative liabilities |
|
|
|
|
| ( | ) |
|
|
|
|
| ( | ) | ||
Loss on conversion convertible notes |
|
| ( | ) |
|
|
|
|
| ( | ) |
|
|
| ||
Gain on extinguishment of convertible note |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Gain on modification of convertible note |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Gain on settlement of liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Total other expense |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before income taxes |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
Provision for income taxes |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Net loss |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted loss per Common Share |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
Basic and diluted weighted average number of common shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
| ||||
See accompanying notes to unaudited consolidated financial statements.
| 4 of 31 |
| Table of Contents |
GivBux, Inc
Consolidated Statement of change in Stockholders’ Deficit
(Unaudited)
For the Three and Six Months Ended June 30, 2026
|
| Series C |
|
|
|
|
|
|
|
| Additional |
|
| Common Stock |
|
|
|
|
|
|
|
| Total |
| ||||||||||||||||
|
| Preferred Stock |
|
| Common Stock |
|
| Paid in |
|
| to be issued |
|
| Collateral |
|
| Accumulated |
|
| Stockholders' |
| |||||||||||||||||||
|
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| Capital |
|
| Shares |
|
| Amount |
|
| Stock |
|
| Deficit |
|
| Deficit |
| ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
Balance - December 31, 2025 |
|
| - |
|
| $ |
|
|
|
|
| $ |
|
| $ |
|
|
|
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance restricted common stock for commitment shares |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Common stock issued for compensation -management |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Common stock issued for conversion of convertible notes |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Restricted stock - based compensation |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Net loss |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | |||||
Balance - March 31, 2026 |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
| ( | ) | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance Series C Preferred Stock in exchange with due to related party |
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Restricted commitment stock payable |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Common stock issued for conversion of convertible notes |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Restricted stock - based compensation |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Net loss |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | |||||
Balance - June 30, 2026 |
|
|
|
| $ |
|
|
|
|
| $ |
|
| $ |
|
|
|
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) | |||||||
For the Three and Six Months Ended June 30, 2025
|
|
|
|
|
| Additional |
|
| Common Stock |
|
|
|
| Total |
| |||||||||||||
|
| Common Stock |
|
| Paid in |
|
| to be issued |
|
| Accumulated |
|
| Stockholders’ |
| |||||||||||||
|
| Shares |
|
| Amount |
|
| Capital |
|
| Shares |
|
| Amount |
|
| Deficit |
|
| Deficit |
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Balance - December 31, 2024 |
|
|
|
| $ |
|
| $ |
|
|
|
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) | |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
| - |
|
|
|
|
|
|
|
|
| - |
|
|
|
|
|
| ( | ) |
|
| ( | ) | |||
Balance - March 31, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued for compensation -services |
|
|
|
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
| ||||||
Common stock issued for convertible notes - commitment shares |
|
|
|
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
| ||||||
Dividend if forms of warrants |
|
| - |
|
|
|
|
|
|
|
|
| - |
|
|
|
|
|
| ( | ) |
|
|
| ||||
Net loss |
|
| - |
|
|
|
|
|
|
|
|
| - |
|
|
|
|
|
| ( | ) |
|
| ( | ) | |||
Balance - June 30, 2025 |
|
|
|
| $ |
|
| $ |
|
|
|
|
| $ |
|
| $ | ( | ) |
| $ | ( | ) | |||||
See accompanying notes to unaudited consolidated financial statements.
| 5 of 31 |
| Table of Contents |
GivBux, Inc
Consolidated Statement of Cash Flows
(Unaudited)
|
| Six Months Ended |
| |||||
|
| June 30, |
| |||||
|
| 2026 |
|
| 2025 |
| ||
|
|
|
|
|
|
| ||
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
|
|
| ||
Net loss |
| $ | ( | ) |
| $ | ( | ) |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
|
Stock-based compensation-services |
|
|
|
|
|
| ||
Stock-based compensation-commitment fees |
|
|
|
|
|
| ||
Restricted stock - based compensation |
|
|
|
|
|
| ||
Amortization of debt discount |
|
|
|
|
|
| ||
Depreciation |
|
|
|
|
|
| ||
Change in fair value of derivative liabilities |
|
| ( | ) |
|
|
| |
Gain on extinguishment of convertible note |
|
| ( | ) |
|
|
| |
Gain on modification of convertible note |
|
| ( | ) |
|
|
| |
Gain on settlement of liability |
|
|
|
|
|
| ||
Loss on conversion of convertible note |
|
|
|
|
|
| ||
Prepaid expenses |
|
|
|
|
| ( | ) | |
Other receivable |
|
| ( | ) |
|
|
| |
Accounts payable and accrued liabilities |
|
|
|
|
|
| ||
Accrued interest-related parties |
|
|
|
|
|
| ||
Net Cash used in Operating Activities |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
|
|
|
|
|
|
Improvement leased property |
|
|
|
|
| ( | ) | |
Net Cash used in Investing Activities |
|
|
|
|
| ( | ) | |
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
|
Advances for convertible notes to be issued |
|
|
|
|
|
| ||
Bank overdraft |
|
|
|
|
|
| ||
Deferred offering cost |
|
|
|
|
| ( | ) | |
Proceeds from loans payable |
|
|
|
|
|
| ||
Proceeds from convertible notes |
|
|
|
|
|
| ||
Repayment of convertible notes |
|
| ( | ) |
|
|
| |
Repayment of loans payable |
|
|
|
|
| ( | ) | |
Proceeds from related parties |
|
|
|
|
|
| ||
Repayment loan of related parties |
|
| ( | ) |
|
| ( | ) |
Net Cash provided by Financing Activities |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Net change in cash |
|
| ( | ) |
|
| ( | ) |
Cash, beginning of period |
|
|
|
|
|
| ||
Cash, end of period |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Supplemental cash flow information |
|
|
|
|
|
|
|
|
Cash paid for interest |
| $ |
|
| $ |
| ||
Cash paid for taxes |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Non-cash Investing and Financing transactions: |
|
|
|
|
|
|
|
|
Common stock issued for compensation -management |
| $ |
|
| $ |
| ||
Dividend in form of warrants |
| $ |
|
| $ |
| ||
Common stock issued for compensation- services |
| $ |
|
| $ |
| ||
Common stock issued for convertible note-commitment shares |
| $ |
|
| $ |
| ||
Common stock issued for conversion convertible notes |
| $ |
|
| $ |
| ||
Derivative liabilities recognized as debt discount |
| $ |
|
| $ |
| ||
Issuance convertible note in exchange with another convertible note |
| $ |
|
| $ |
| ||
Derivatives liabilities recognized as debt discount -warrant |
| $ |
|
| $ |
| ||
Common stock commitment payable recognized as debt discount |
| $ |
|
| $ |
| ||
Issuance Series C Preferred Stock in exchange with due to related party |
| $ |
|
| $ |
| ||
See accompanying notes to unaudited consolidated financial statements.
| 6 of 31 |
| Table of Contents |
GivBux, Inc.
Notes to Consolidated Financial Statements
June 30, 2026
(Unaudited)
NOTE 1 – COMPANY OVERVIEW AND GOING CONCERN
GIVBUX, Inc. (“we”, “us”, “our” or the “Company”) was originally incorporated in Colorado on September 28, 2001, under the name Rub-A-Dub Soap, Inc. From inception in 2001 until February 21, 2006, we were an online retailer of handmade, natural, vegetable-based soaps and gift baskets in the development stage, and we had generated only minimal revenues and a substantial net loss from sales of soaps and gift baskets.
On March 6, 2006, the stockholders approved the re-incorporation of the Company in Nevada and in connection therewith a one-for-ten reverse split of the common stock, both of which became effective on April 17, 2006. All share numbers contained herein are expressed in post-reverse-split amounts. The Company then embarked on a business plan involving automotive tire production and distribution through a network of Chinese subsidiaries under the name Sentiada Tire Company, Ltd.
On or about August 13, 2009, the Company filed on Form 15-12g ceasing to become a reporting issuer to the Securities and Exchange Commission under Rule 12g-4(a)(1) of the Securities and Exchange Act of 1934 as amended. At some point thereafter the Company was abandoned and in 2017 a custodian was appointed by the Eighth District Court for the State of Nevada.
Between 2017 and 2020 the Company sought to merge with several businesses unsuccessfully, however in March 2020 an agreement in principle was reached with GivBux, Inc. of Nevada to merge into the Company. This agreement was finalized in July 2020.
On January 15, 2021, FINRA declared effective a change of name of the Company from Senaida Tire Company, Ltd. to GivBux, Inc. (the “Company”, “GivBux”) and a
Share Exchange and Reorganization
On January 7, 2021 (the “Effective Date”), GivBux Global Partners, Inc. (“GivBux Global”) became a
Recapitalization
For financial accounting purposes, this transaction was treated as a reverse acquisition by GivBux and resulted in a recapitalization with GivBux Global being the accounting acquirer and GivBux as the acquired company. The consummation of this reverse acquisition resulted in a change of control. Accordingly, the historical financial statements prior to the acquisition are those of the accounting acquirer, GivBux and have been prepared to give retroactive effect to the reverse acquisition completed on January 7,2021 and represent the operations of GivBux Global. The consolidated financial statements after the acquisition date, January 7, 2021, include the balance sheets of both companies at historical cost, the historical results of GivBux Global and the results of the Company from the acquisition date. All share and per share information in the accompanying consolidated financial statements and footnotes has been retroactively restated to reflect the recapitalization.
| 7 of 31 |
| Table of Contents |
Going Concern
The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which contemplates the Company’s continuation as a going concern. The Company has incurred net losses of $
Management intends to raise additional operating funds through equity and/or debt offerings. However, there can be no assurance management will be successful in its endeavors.
There are no assurances that the Company will be able to either (1) achieve a level of revenue adequate to generate sufficient cash flow from operations; or (2) obtain additional financing through either private placement, public offerings and/or bank financing necessary to support its working capital requirements. To the extent that funds generated from operations and any private placements, public offerings and/or bank financing are insufficient, the Company will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company. If adequate working capital is not available to the Company, it may be required to curtail or cease its operations.
Due to uncertainties related to these matters, there exists a substantial doubt about the ability of the Company to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and are presented in US dollars. The Company’s year-end is December 31.
Principles of Consolidation
The consolidated financial statements include the accounts of GivBux, Inc. and its wholly owned subsidiary. Intercompany transactions and balances have been eliminated.
Use of Estimates
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.
Cash and Cash Equivalents
For purposes of balance sheet presentation and reporting of cash flows, the Company considers all unrestricted demand deposits, money market funds and highly liquid debt instruments with an original maturity of less than 90 days to be cash and cash equivalents. The Company had no cash equivalents at June 30, 2026.
Periodically, the Company may carry cash balances at financial institutions more than the federally insured limit of $
| 8 of 31 |
| Table of Contents |
Revenue recognition
Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:
| ● | identify the contract with a customer; |
| ● | identify the performance obligations in the contract; |
| ● | determine the transaction price; |
| ● | allocate the transaction price to performance obligations in the contract; and |
| ● | recognize revenue as the performance obligation is satisfied. |
Basic and Diluted Loss Per Common Share
The Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share.” Basic loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted earnings per share of common stock are computed by dividing net earnings by the weighted average number of shares and potential shares outstanding during the period. Potential shares of common stock consist of shares issuable upon the conversion of outstanding convertible debt, preferred stock, warrants and stock option.
For the six months ended June 30, 2026, and 2025, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive.
|
| June 30 |
|
| June 30 |
| ||
|
| 2026 |
|
| 2025 |
| ||
|
| Shares |
|
| Shares |
| ||
Convertible notes |
|
|
|
|
|
| ||
Warrants |
|
|
|
|
|
| ||
Warrants -dividend |
|
| - |
|
|
|
| |
|
|
|
|
|
|
| ||
Financial Instruments and Fair Value Measurements
As defined in ASC 820” Fair Value Measurements,” fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement).
The following table summarizes fair value measurements by level as of June 30, 2026, and December 31, 2025, measured at fair value on a recurring basis:
June 30, 2026 |
| Level 1 |
|
| Level 2 |
|
| Level 3 |
|
| Total |
| ||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
| ||||
None |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative liabilities |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
December 31, 2025 |
| Level 1 |
|
| Level 2 |
|
| Level 3 |
|
| Total |
| ||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
| ||||
None |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative liabilities |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
| 9 of 31 |
| Table of Contents |
Convertible Notes
The Company bifurcates conversion options from their host instruments and accounts for them as free-standing derivative financial instruments if certain criteria are met. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument.
Derivative Financial Instruments
The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. We evaluate all of our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company used a Black Scholes valuation model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.
Warrants
The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.
For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the warrants was estimated using a Black-Scholes pricing model.
Share-Based Compensation
ASC 718 “Compensation - Stock Compensation” prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the consolidated financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).
The Company has adopted the guidance included under ASU 2018-07; stock-based compensation issued to non-employees and consultants. Equity-based payments to non-employees are measured at grant-date fair value of the equity instruments that the Company is obligated to issue when the service has been rendered and any other conditions necessary to earn the right to benefit from the instruments have been satisfied. Equity-classified non-employee share-based payment awards are measured at the grant date.
| 10 of 31 |
| Table of Contents |
Deferred Offering Costs
Pursuant to ASC 340-10-S99-1, costs directly attributable to an offering of equity securities are deferred and would be charged against the gross proceeds of the offering as a reduction of additional paid-in capital. Deferred offering costs consist of underwriting, legal, accounting, and other expenses incurred through the balance sheet date that are directly related to the proposed public offering. Should the proposed public offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be expensed.
As of June 30, 2026, and December 31,2025, deferred offering costs consisted of the following:
|
| June 30 |
|
| December 31 |
| ||
|
| 2026 |
|
| 2025 |
| ||
Legal fees |
| $ |
|
| $ |
| ||
Total |
| $ |
|
| $ |
| ||
Related Parties
The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions (see Note 4).
Commitments and Contingencies
The Company follows ASC 450-20, “Loss Contingencies,” to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred, and the amount of the assessment can be reasonably estimated.
Property and Equipment
Property and equipment are carried at cost less accumulated depreciation. Depreciation is provided over the assets’ estimated useful lives, using the straight-line method. Currently our assets consist of improvement leased property which we amortize over a lease period of
Maintenance and repairs are charged to expenses as incurred. Improvements of a major nature are capitalized. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts, and any gains or losses are reflected in income.
Recent Accounting Pronouncements
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires the Company to disclose significant segment expenses and other segment items for each reportable segment. The standard is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The amendments in this update are required to be applied retrospectively to all prior periods presented in the financial statements. The Company adopted ASU 2023-07 effective for the fiscal year ended December 31, 2025, and has applied the guidance retrospectively to all prior periods presented, consistent with the standard’s required transition method. The related interim disclosure requirements are effective for, and have been applied beginning with, interim periods within the fiscal year ending June 30, 2026.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires additional information in the income tax rate reconciliation and income taxes paid disclosures, including disaggregation by federal, state, and foreign taxes, with further disaggregation for significant individual jurisdictions. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. The Company is currently evaluating the impact of adopting ASU 2024-03.
In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03.
| 11 of 31 |
| Table of Contents |
In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments in this update provide a practical expedient permitting an entity to assume that conditions at the balance sheet date remain unchanged over the life of the asset when estimating expected credit losses for current classified accounts receivable and contract assets. This update is effective for annual periods beginning after December 15, 2025, including interim periods within those fiscal years. Adoption of this ASU can be applied prospectively for reporting periods after its effective date. Early adoption is permitted. We are currently evaluating the provisions of this ASU and do not expect this ASU to have a material impact on our consolidated financial statements.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which clarifies the guidance in Topic 270 to improve the consistency of interim financial reporting. The ASU provides a comprehensive list of required interim disclosures and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2025-11.
In December 2025, the FASB issued ASU No. 2025-12, Codification Improvements. The ASU addresses thirty-three items, representing the changes to the Codification that (1) clarify, (2) correct errors, or (3) make minor improvements. Generally, the amendments in this Update are not intended to result in significant changes for most entities. The ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2026. The adoption method of this ASU may vary, on an issue-by-issue basis. Early adoption is permitted. We are currently evaluating the provisions of this ASU and do not expect this ASU to have a material impact on our consolidated financial statements.
The Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will have a material impact on its financial statements.
Segment Information
Our Chief Executive Officer (“CEO”) is the chief operating decision maker who reviews consolidated financial information for purposes of allocating resources and evaluating financial performance. Accordingly, we determined we operate in a single reporting segment.
Our CEO assesses performance and decides how to allocate resources primarily based on net income, which is reported on our Consolidated Statements of Operations. Total assets on the Balance Sheets represent our segment assets. Total revenue and net loss represent our results of operations.
Reclassification
Certain accounts from prior periods have been reclassified to conform to the current period presentation.
NOTE 3 – RELATED PARTIES
Notes Payable Related Parties
During the six months ending June 30, 2026, and 2025, the Company obtained $
During the six months ended June 30, 2026, the Company’s Board of Directors approved issuance of
As of June 30, 2026, and December 31,2025, the Company had notes payable related parties of $
Due to related parties
As of June 30,2026, and December 31,2025, the Company had due to related party of $
| 12 of 31 |
| Table of Contents |
NOTE 4 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
The following table summarizes the components of the Company’s accounts payable and accrued liabilities as of the dates presented:
|
| June 30, |
|
| December 31, |
| ||
|
| 2026 |
|
| 2025 |
| ||
Trade payable |
| $ |
|
| $ |
| ||
Customer deposit payable |
|
|
|
|
|
| ||
Salary payable |
|
|
|
|
|
| ||
Accrued interest |
|
|
|
|
|
| ||
Bank overdraft |
|
|
|
|
|
| ||
Other current liabilities |
|
|
|
|
|
| ||
|
| $ |
|
| $ |
| ||
NOTE 5 – LOANS PAYABLE
The components of loans payable as of June 30, 2026, and December 31, 2025, were as follows:
Payment date |
| Principal Amount |
|
| Maturity date |
| Interest rate |
|
| June 30, 2026 |
|
| December 31, 2025 |
| ||||
January 19, 2022 |
| $ |
|
|
|
| % |
| $ |
|
| $ |
| |||||
March 7, 2022 |
| $ |
|
|
|
| % |
|
|
|
|
|
| |||||
October 13, 2022 |
| $ |
|
|
|
| % |
|
|
|
|
|
| |||||
January 31, 2023 |
| $ |
|
|
|
| % |
|
|
|
|
|
| |||||
February 9, 2023 |
| $ |
|
|
|
| % |
|
|
|
|
|
| |||||
March 1, 2023 |
| $ |
|
|
|
| % |
|
|
|
|
|
| |||||
April 5, 2023 |
| $ |
|
|
|
|
|
|
|
|
|
| ||||||
May 19, 2023 |
| $ |
|
|
|
| % |
|
|
|
|
|
| |||||
June 20, 2023 |
| $ |
|
|
|
|
|
|
|
|
|
| ||||||
July 12, 2023 |
| $ |
|
|
|
| % |
|
|
|
|
|
| |||||
July 17, 2023 |
| $ |
|
|
|
| % |
|
|
|
|
|
| |||||
October 6, 2023 |
| $ |
|
|
|
| % |
|
|
|
|
|
| |||||
December 6, 2023 |
| $ |
|
|
|
| % |
|
|
|
|
|
| |||||
February 9, 2024 |
| $ |
|
|
|
| % |
|
|
|
|
|
| |||||
July 17, 2024 |
| $ |
|
|
|
| % |
|
|
|
|
|
| |||||
August 14, 2024 |
| $ |
|
|
|
| % |
|
|
|
|
|
| |||||
July 1, 2025 |
| $ |
|
|
|
| % |
|
|
|
|
|
| |||||
July 24, 2025 |
| $ |
|
|
|
| % |
|
|
|
|
|
| |||||
Total loans payable |
|
|
|
|
|
|
|
|
|
|
| $ |
|
| $ |
| ||
Less: Unamortized debt discount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Less: Current portion |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Long-term portion |
|
|
|
|
|
|
|
|
|
|
| $ |
|
| $ |
| ||
| 13 of 31 |
| Table of Contents |
On December 26, 2023, the Company entered into a promissory note agreement with an investor for the principal amount of $
On August 15,2024, the Company entered into a promissory note agreement with an investor for the principal amount of $
During the six months ended June 30, 2026, and 2025, the Company borrowed $
As of June 30, 2026, and December 31, 2025, eight (8) loans with unpaid balance of $
During the six months ended June 30, 2026, and 2025, the Company recognized interest and default penalty of $
As of June 30, 2026, and December 31, 2025, the Company had loans payable of $
| 14 of 31 |
| Table of Contents |
NOTE 6 –CONVERTIBLE NOTES PAYABLE
The components of convertible notes payable as of June 30, 2026, and December 31, 2025, were as follows
Issuance date |
| Principal Amount |
|
| Maturity date |
| Interest rate |
|
| June 30, 2026 |
|
| December 31, 2025 |
| ||||
| $ |
|
|
|
| % |
| $ |
|
| $ |
| ||||||
| $ |
|
|
|
| % |
| $ |
|
| $ |
| ||||||
| $ |
|
|
|
| % |
| $ |
|
| $ |
| ||||||
| $ |
|
|
|
| % |
| $ |
|
| $ |
| ||||||
| $ |
|
|
|
| % |
| $ |
|
| $ |
| ||||||
| $ |
|
|
|
| % |
| $ |
|
| $ |
| ||||||
| $ |
|
|
|
| % |
| $ |
|
| $ |
| ||||||
| $ |
|
|
|
| % |
| $ |
|
| $ |
| ||||||
| $ |
|
|
|
| % |
| $ |
|
| $ |
| ||||||
| $ |
|
|
|
| % |
| $ |
|
| $ |
| ||||||
| $ |
|
|
|
| % |
| $ |
|
| $ |
| ||||||
| $ |
|
|
|
| % |
| $ |
|
| $ |
| ||||||
| $ |
|
|
|
| % |
| $ |
|
| $ |
| ||||||
| $ |
|
|
|
| % |
| $ |
|
| $ |
| ||||||
| $ |
|
|
|
| % |
| $ |
|
| $ |
| ||||||
| $ |
|
|
|
| % |
| $ |
|
| $ |
| ||||||
| $ |
|
|
|
| % |
| $ |
|
| $ |
| ||||||
| $ |
|
|
|
| % |
| $ |
|
| $ |
| ||||||
| $ |
|
|
|
| % |
| $ |
|
| $ |
| ||||||
| $ |
|
|
|
| % |
| $ |
|
| $ |
| ||||||
| $ |
|
|
|
| % |
| $ |
|
| $ |
| ||||||
| $ |
|
|
|
| % |
| $ |
|
| $ |
| ||||||
| $ |
|
|
|
| % |
| $ |
|
| $ |
| ||||||
| $ |
|
|
|
| % |
| $ |
|
| $ |
| ||||||
| $ |
|
|
|
| % |
| $ |
|
| $ |
| ||||||
| $ |
|
|
|
| % |
| $ |
|
| $ |
| ||||||
| $ |
|
|
|
| % |
| $ |
|
| $ |
| ||||||
| $ |
|
|
|
| % |
| $ |
|
| $ |
| ||||||
| $ |
|
|
|
| % |
| $ |
|
| $ |
| ||||||
| $ |
|
|
|
| % |
| $ |
|
| $ |
| ||||||
| $ |
|
|
|
| % |
| $ |
|
| $ |
| ||||||
| $ |
|
|
|
| % |
| $ |
|
| $ |
| ||||||
| $ |
|
|
|
| % |
| $ |
|
| $ |
| ||||||
| $ |
|
|
|
| % |
| $ |
|
| $ |
| ||||||
| $ |
|
|
|
| % |
| $ |
|
| $ |
| ||||||
| $ |
|
|
|
| % |
| $ |
|
| $ |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Less: Unamortized debt discount |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
Total convertible notes payable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Less: Current portion |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Long-term portion |
|
|
|
|
|
|
|
|
|
|
| $ |
|
| $ |
| ||
| 15 of 31 |
| Table of Contents |
Convertible notes payable consists of the following:
| · | Terms ranging from one year to two years. |
| · | Annual interest rates range from |
| · | Certain convertible notes with |
| · | Convertible notes at the option of the holders at any time during the period of note, after maturity date or 6 months or 3 months after issuance date. |
| · | Certain notes have fixed conversion price of $ |
| · | |
| · | |
|
| Trading market price of the Company |
| · | Certain note is convertible at event of default with conversion price of 102% lowest price |
| · | Certain notes are convertible at event of default |
| · | Collateral- The Company has pledged |
On February 5, 2025, the Company entered into a convertible promissory note of $
On April 30, 2025, the Company entered into a convertible promissory note of $
On December 26, 2025, the Company entered into a settlement agreement with one noteholder with aggregate outstanding balance of $
During the year ended December 31, 2025, the Company entered into four (4) convertible promissory notes agreements of $
On May 7, 2025, the Company entered into a convertible promissory note of $
| 16 of 31 |
| Table of Contents |
On May 14, 2025, the Company entered into a convertible promissory note of $
On June 30, 2025, the Company entered into a convertible promissory note of $
On September 2, 2025, the Company entered into a convertible promissory note of $
On August 4, 2025, the Company entered into a convertible promissory note of $
On September 1, 2025, the Company entered into a convertible promissory note of $
On November 13, 2025, the Company entered into a convertible promissory note of $
On December 11, 2025, the Company entered into a convertible promissory note of $
On December 19, 2025, the Company entered into a convertible promissory note of $
On February 6, 2026, the Company entered into a convertible promissory note of $
On February 19, 2026, the Company entered into a convertible promissory note of $
| 17 of 31 |
| Table of Contents |
On March 26, 2026, the Company entered into an amendment agreement to security purchase agreement dated May 7,2025 for a convertible promissory note of $
On April 10, 2026, the Company entered into a convertible promissory note of $
On April 17, 2026, the Company entered into a convertible promissory note of $
On April 20, 2026, the Company entered into a convertible promissory note of $
On May 29, 2026, the Company entered into a security purchase agreement for (i) a convertible promissory note of $
During the six months ended June 30, 2026, and 2025, the Company issued convertible notes in aggregate face amounts of $
During the six months ended June 30. 2026 and 2025, the Company converted $
During the six months ended June 30, 2026, one noteholder exchanged its convertible note with principal amount of $
During the six months ended June 30, 2026, the Company exchanged two convertible notes in aggregate amounts of $
As of June 30, 2026, and December 31, 2025, twenty-four (24) and nineteen (19) convertible notes with unpaid balance of $
During the six months ended June 30, 2026, and 2025, the Company recognized interest of $
As of June 30, 2026, and December 31, 2025, the Company had convertible notes payable of $
Note 7 -DERIVATIVE LIABILITIES
The Company analyzed the conversion option for derivative accounting consideration under ASC 815, Derivatives and Hedging, and hedging, and determined that the instrument should be classified as a liability since the conversion option becomes effective at issuance resulting in there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options. The Company accounts for warrants as a derivative liability due to there being no explicit limit to the number of shares to be delivered upon settlement of all conversion options.
| 18 of 31 |
| Table of Contents |
Fair Value Assumptions Used in Accounting for Derivative Liabilities.
ASC 815 requires us to assess the fair market value of derivative liability at the end of each reporting period and recognize any change in the fair market value as other income or expense item.
The Company determined our derivative liabilities to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate the fair value as of June 30, 2026. The Black-Scholes model requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each convertible note is estimated using the Black-Scholes valuation model.
For the six months ended June 30, 2026, and the year ended December 31, 2025, the estimated fair values of the liabilities measured on a recurring basis are as follows:
|
| Six Months Ended |
|
| Year Ended |
| ||
|
| June 30 |
|
| December 31, |
| ||
|
| 2026 |
|
| 2025 |
| ||
Term |
| |
|
| |
| ||
Expected average volatility |
|
|
|
| ||||
Expected dividend yield |
|
|
|
|
|
| ||
Risk-free interest rate |
|
|
|
| ||||
The following table summarizes the changes in the derivative liabilities during the six months ended June 30, 2026:
Fair Value Measurements Using Significant Observable Inputs (Level 3) |
| |||
|
|
|
| |
Balance - December 31, 2025 |
| $ |
| |
Addition of new derivatives recognized as debt discounts |
|
|
| |
Addition of new derivatives recognized as loss on derivatives |
|
|
| |
Settled upon conversion of debt (Derivative resolution) |
|
| ( | ) |
Gain on change in fair value of the derivative |
|
| ( | ) |
Balance - June 30, 2026 |
| $ |
| |
The aggregate loss on derivatives during the six months ended June 30, 2026, and 2025 as follows.
|
| Six Months Ended |
| |||||
|
| June 30 |
| |||||
|
| 2026 |
|
| 2025 |
| ||
Day one loss due to derivative liabilities on convertible note |
| $ |
|
| $ |
| ||
Loss (gain) on change in fair value of the derivative liabilities |
|
| ( | ) |
|
| ( | ) |
|
| $ | ( | ) |
| $ |
| |
Note 8 – ADVANCES FOR CONVERTIBLE NOTES TO BE ISSUED
During the six months ended June 30, 2026, the Company obtained $
| 19 of 31 |
| Table of Contents |
NOTE 9 –STOCKHOLDERS’ EQUITY
On June19, 2026, the Company’s Board of Directors approved an increase in the number of shares of capital stock authorized to
Preferred Stock
The Board of Directors has previously designated and adopted (i) Preferred Stock in
Series B Preferred stock will be issued to secure debt or equity or any combination to be acquired by the Company. The holders of Series B Preferred stock shall be entitled to be paid out of the assets of the Company a value of $
Series C Preferred stock shall not be converted into shares of the Common stock. Except as may be required by the Nevada Business Corporation Act, the Series C Preferred stock shall not be entitled to receive cash, stock or other property as dividends.
On May 29,2026, The Company’s Board of Directors approved issuance of
As of June 30,2026, and December 31, 2025, no Series A and B share of Preferred Stock was issued or outstanding. The Board of Directors may fix and determine the relative rights and preferences of the shares of any established series.
As of June 30,2026, and December 31, 2025, the Company had
Common Stock
The Company has authorized
During the six months ended June 30, 2025, the Company issued the following common stock:
| ● |
|
● |
During the six months ended June 30, 2026, the Company issued the following common stock:
| ● | |
|
|
|
| ● | |
|
|
|
| ● |
As of June 30, 2026, and December 31, 2025, the Company had
Warrants
During the six months ended June 30, 2026, the Company entered following warrant agreement:
| 20 of 31 |
| Table of Contents |
Common stock purchase warrant agreement dated February 6,2026, with one noteholder for
Common stock purchase warrant agreement dated May 29,2026, with one noteholder for
A summary of activity of the warrants during the six months ended June 30, 2026, as follows:
|
| Warrants Outstanding |
|
| Weighted Average |
|
|
|
| |||||||
|
| Number of |
|
| Weighted Average |
|
| Remaining life |
|
| Fair value |
| ||||
|
| Warrants |
|
| Exercise Price |
|
| (years) |
|
| on Grant Date |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Outstanding, December 31, 2025 |
|
|
|
| $ |
|
|
|
|
| $ |
| ||||
Granted |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Exercised |
|
| - |
|
|
|
|
|
| - |
|
|
| - |
| |
Expired |
|
| ( | ) |
|
|
|
|
| - |
|
|
| - |
| |
Outstanding, June 30, 2026 |
|
|
|
| $ |
|
|
|
|
| $ |
| ||||
The intrinsic value of the warrants as of June 30, 2026, is $
For the six months ended June 30, 2026, the estimated fair values of the liabilities measured on a recurring basis are as follows:
|
| Six Months Ended |
|
| Year Ended |
| ||
|
| June 30, |
|
| December 31, |
| ||
|
| 2026 |
|
| 2025 |
| ||
Term |
|
|
|
| ||||
Expected average volatility |
|
|
|
| ||||
Expected dividend yield |
|
|
|
|
|
| ||
Risk-free interest rate |
|
|
|
| ||||
Restricted stock awards
On May 9,2025, the Company entered into a consulting agreement with a retainer payment of
NOTE 10 – COMMITMENTS AND CONTINGENCIES
The Company is involved from time to time in routine litigation incidental to the conduct of our business. Management believes that no pending litigation matters to which it is a party is likely to have a material adverse effect on the Company’s financial condition or results of operations.
On March 26, 2026, the Company entered into an omnibus amendment to security purchase agreement and convertible note dated May 7,2025 for a new convertible promissory note of $
NOTE 11 - SUBSEQUENT EVENTS
Management evaluated all additional events through the date the consolidated financial statements were available to be issued. Based on our evaluation unless noted below, no material events have occurred that require disclosure.
| 21 of 31 |
| Table of Contents |
In July and August 2026, the Company issued
In August 2026, the Company confirmed to few note holders that to pay forbearance fee for an aggregate amount of $
On August 27, 2026, the company entered into a security purchase agreement with an investor for:
| (i) | A convertible note of $ |
|
|
|
| (ii) | Granted Pre-founded Warrants of |
| 22 of 31 |
| Table of Contents |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
During the quarter ending 6/30/26 revenues were $ 34,264 versus $ 55,803 for the same period ending 6/30/25. The gross profit for the period ending 6/30/26 was $ 6,851 versus $ 16,369 for the previous quarter ending 6/30/25.
The revenues generated came primarily from limited sales generated by the GivBux Super App The company has been working on an improved version of its SuperApp with greater functionality and AI integration. The newer version is currently being tested is ready to be launched September 30,2026.
Operating expenses for the period 6/30/26 were $ 316,224 when compared to the operating expenses of $ 553,950 for the period ending 6/30/25. The main decrease in expenses is attributed to less marketing and administrative costs as the company prepares to relaunch its sales efforts through the improved SuperApp. There were interest expenses of $ 281,478 for the period ending 6/30/26 versus $ 269,382 for the same period ending 6/30/26. There was a decrease in fair value of derivative liabilities of $ 130,400 for the period ending 6/30/26 versus an increase of $ 5,320,673 in the period ending 6/30/26. There was a resulting net loss of $ 548,094 for the period ending 6/30/26 versus a net loss of $ 6,104,831 for the same period ending 6/30/25.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Risks Related to Operating as a Public Company
As a public reporting company, we will be subject to rules and regulations established from time to time by the SEC and PCAOB regarding our internal control over financial reporting. If we fail to establish and maintain effective internal control over financial reporting and disclosure controls and procedures, we may not be able to accurately report our financial results or report them in a timely manner.
We are a public reporting company subject to the rules and regulations established from time to time by the SEC and the Public Company Accounting Oversight Board (PCAOB). These rules and regulations will require, among other things, that we establish and periodically evaluate procedures with respect to our internal control over financial reporting. Reporting obligations as a public company are likely to place a considerable strain on our financial and management systems, processes, and controls, as well as on our personnel.
In addition, as a public company we will be required to document and test our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act so that our management can certify as to the effectiveness of our internal control over financial reporting by the time our second annual report is filed with the SEC and thereafter, which will require us to document and make significant changes to our internal control over financial reporting. Likewise, our independent registered public accounting firm will be required to provide an attestation report on the effectiveness of our internal control over financial reporting at such time as we cease to be an “emerging growth company,” as defined in the JOBS Act, and we become an accelerated or large accelerated filer, although we could potentially qualify as an “emerging growth company” until as late as the fifth anniversary of being a reporting company. We are continuing to develop and refine our disclosure controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we will file with the SEC is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms and that information required to be disclosed in reports under the Securities Exchange Act of 1934, as amended, or the Exchange Act, is accumulated and communicated to our principal executive and financial officers. We are also continuing to improve our internal control over financial reporting, which includes hiring additional accounting and financial personnel to implement such processes and controls.
We expect to incur costs related to implementing an internal audit and compliance function in the upcoming years to further improve our internal control environment. If we identify future deficiencies in our internal control over financial reporting or if we are unable to comply with the demands that will be placed upon us as a public company, including the requirements of Section 404 of the Sarbanes-Oxley Act, in a timely manner, we may be unable to accurately report our financial results, or report them within the timeframes required by the SEC. We also could become subject to sanctions or investigations by the SEC or other regulatory authorities. In addition, if we are unable to assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting when required, investors may lose confidence in the accuracy and completeness of our financial reports, we may face restricted access to the capital markets and our stock price may be adversely affected.
| 23 of 31 |
| Table of Contents |
Our current controls and any new controls that we develop may also become inadequate because of changes in our business, and weaknesses in our disclosure controls and internal control over financial reporting may be discovered in the future. Any failure to develop or maintain effective controls or any difficulties encountered in their implementation or improvement could cause us to fail to meet our reporting obligations, result in a restatement of our financial statements for prior periods, undermine investor confidence in us, and adversely affect the trading price of our common stock. In addition, if we are unable to continue to meet these requirements, we may not be able to remain listed on OTC Markets Pink Sheet.
We identified material weaknesses in our internal controls over financial reporting and may identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, which may result in material misstatements of our consolidated financial statements or cause us to fail to meet our periodic reporting obligations.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis. We have experienced rapid growth, and this growth has placed considerable strain on our accounting systems, financial close and reporting process, and personnel. As a result, we identified material weaknesses in our internal control over financial reporting. These material weaknesses relate to the controls for the financial statement close process and the controls related to unusual and infrequent transactions (including accounting for complicated stock transactions and the adoption of ASU 2014-09, Revenue from Contracts with Users or ASC 606).
We are taking steps to remediate these material weaknesses through the development and implementation of systems, processes and controls over the financial close and reporting process. In addition, we have begun to enhance our overall control environment through hiring additional qualified accounting and financial reporting personnel and engaging external consultants with appropriate expertise for more challenging technical accounting issues which will add to the depth of our skilled and managerial resources and allow us to scale our accounting processes to match growth and changes in the business and operations. We will also continue to evaluate our IT systems and related processes to optimize automation to enhance our financial statement close process, reduce the number of manual journal entries and facilitate review controls related to our significant classes of transactions.
While we are designing and implementing new controls and measures to remediate these material weaknesses, we cannot assure you that the measures we are taking will be sufficient to remediate the material weaknesses or avoid the identification of additional material weaknesses in the future. Our failure to implement and maintain effective internal control over financial reporting could result in errors in our consolidated financial statements that could result in a restatement of our financial statements and could cause us to fail to meet our periodic reporting obligations, any of which could diminish investor confidence in us and cause a decline in the price of our common stock.
We are an emerging growth company and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our Class A common stock less attractive to investors.
For so long as we remain an “emerging growth company” as defined in the JOBS Act, we may take advantage of certain exemptions from various requirements that are applicable to public companies that are not “emerging growth companies,” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, exemptions from the requirements to hold a nonbinding advisory vote on executive compensation and obtain stockholder approval of any golden parachute payments not previously approved. We will remain an emerging growth company until the earlier of (i) the last day of the fiscal year (A) following the fifth anniversary of the completion of this offering, (B) in which we have total annual revenue of at least $1.07 billion, or (C) in which we are deemed to be a large accelerated filer, with at least $700 million of equity securities, which includes Class A common stock and Class B common stock, held by non-affiliates as of the prior June 30th, the end of our second fiscal quarter, and (ii) the date on which we have issued more than $1 billion in non-convertible debt during the prior three-year period.
Under the JOBS Act, emerging growth companies can also delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates. While we have not made such an irrevocable election, we have not delayed the adoption of any applicable accounting standards.
As a result of the reduced disclosure requirements applicable to us, investor confidence in our company and the market price of our Class A common stock may be adversely affected. We cannot predict if investors will find our Class A common stock less attractive because we may rely on these exemptions. If some investors find our Class A common stock less attractive, there may be a less active trading market for our Class A common stock, and our stock price may be more volatile.
We will incur significant costs as a result of operating as a public company.
Prior to this offering, we operated on a private basis. After this offering, we will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Act, the listing requirements of the New York Stock Exchange and other applicable securities laws and regulations. The expenses incurred by public companies generally for reporting and corporate governance purposes are greater than those for private companies. For example, the Exchange Act requires, among other things, that we file annual, quarterly, and current reports with respect to our business, financial condition, and results of operations. Compliance with these rules and regulations will increase our legal and financial compliance costs, and increase demand on our systems, particularly after we are no longer an emerging growth company. In addition, as a public company, we may be subject to stockholder activism, which can lead to additional substantial costs, distract management, and impact the manner in which we operate our business in ways we cannot currently anticipate. As a result of disclosure of information in this prospectus and in filings required of a public company, our business and financial condition will become more visible, which may result in threatened or actual litigation, including by competitors. We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more difficult, time-consuming, and costly, although we are currently unable to estimate these costs with any degree of certainty.
| 24 of 31 |
| Table of Contents |
We also expect that being a public company and being subject to new rules and regulations will make it more expensive for us to obtain directors and officers liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These laws and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as our executive officers. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our Class A common stock, fines, sanctions, and other regulatory action and potentially civil litigation. These factors may therefore strain our resources, divert management’s attention, and affect our ability to attract and retain qualified board members and executive officers.
Our senior management team has limited experience managing a public company, and regulatory compliance obligations may divert its attention from the day-to-day management of our business.
The individuals who now constitute our senior management team have limited experience managing a publicly-traded company, interacting with public company investors and complying with the increasingly complex laws pertaining to public companies. Our senior management team may not successfully or efficiently manage our transition to being a public company subject to significant regulatory oversight and reporting obligations under federal securities laws and the continuous scrutiny of securities analysts and investors. These new obligations and constituents will require significant attention from our senior management and could divert their attention away from the day-to-day management of our business, which could adversely affect our business, financial condition, and results of operations.
Risks Related to Our Common Stock
We are a Penny Stock.
Our common stock is considered to be a “penny stock,” as defined in Rule 3a51-1 promulgated by the SEC under the Exchange Act. The penny stock rules require a broker-dealer, prior to a transaction in penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. These disclosure rules have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules. So long as our common stock is subject to the penny stock rules, it may be more difficult to sell our common stock.
Effect of Amended Rule 15c2-11 on the Company’s securities.
The SEC released and published a Final Rulemaking on Publication or Submission of Quotations without Specified Information amending Rule 15c2-11 under the Exchange Act (“Amended Rule 15c2-11”). To be eligible for public quotations on an ongoing basis, Amended Rule 15c2-11 modified the “piggyback exemption” that required that (i) the specified current information about the company is publicly available, and (ii) the security is subject to a one-sided (i.e., a bid or offer) priced quotation, with no more than four business days in succession without a quotation. Under Amended Rule 15c2-11, the Company may only rely on the piggyback exemption in certain limited circumstances. The Amended Rule 15c2-11 will require, among other requirements, that a broker-dealer has a reasonable basis for believing that information about the issuer of securities is accurate. Our security holders may find it more difficult to deposit common stock with a broker-dealer, and if deposited, more difficult to trade the securities on the Pink Sheets. The Company intends to provide the specified current information under the Exchange Act but there is no assurance that a broker-dealer will accept our common stock or if accepted, that the broker-dealer will rely on our disclosure of the specified current information.
| 25 of 31 |
| Table of Contents |
There is very limited liquidity of the Company’s common stock.
Our common stock is thinly traded on the Pink Sheets and there is a very limited market in our common stock. As a result, there is only limited liquidity in our common stock.
There are significant limitations on a shareholder’s ability to re-sell shares of the Company’s common stock.
Investors may have difficulty in reselling their shares due to the lack of market or state Blue Sky laws. The holders of our shares of Common Stock and persons who desire to purchase them in any trading market that might develop in the future should be aware that there may be significant state law restrictions upon the ability of investors to resell our shares. Accordingly, even if we are successful in having the shares available for trading on the OTCQB Market (“OTCQB”), investors should consider any secondary market for our securities to be a limited one. We intend to seek coverage and publication of information regarding our Company in an accepted publication which permits a “manual exemption.” This manual exemption permits a security to be distributed in a particular state without being registered if the company issuing the security has a listing for that security in a securities manual recognized by the state. However, it is not enough for the security to be listed in a recognized manual. The listing entry must contain (1) the names of issuers, officers, and directors, (2) an issuer’s balance sheet, and (3) a profit and loss statement for either the fiscal year preceding the balance sheet or for the most recent fiscal year of operations. We may not be able to secure a listing containing all of this information. Furthermore, the manual exemption is a non-issuer exemption restricted to secondary trading transactions, making it unavailable for issuers selling newly issued securities. Most of the accepted manuals are those published in Standard and Poor’s, Moody’s Investor Service, Fitch’s Investment Service, and Best’s Insurance Reports, and many states expressly recognize these manuals. A smaller number of states declare that they “recognize securities manuals” but do not specify the recognized manuals, while some states do not have any provisions and therefore do not expressly recognize the manual exemption.
Accordingly, shares of our common stock should be considered totally illiquid, which inhibits investors’ ability to resell their shares.
The Company’s common stock may be classified as a penny stock, which may increase reporting obligations for any transaction and increase the burden on any potential broker.
If a public market develops for our securities following a business combination or asset acquisition, such securities may be classified as penny stock depending upon the market price and the manner in which they are traded. The SEC has adopted Rule 15g-9b, which establishes the definition of a “penny stock”, for purposes relevant to the Company, as any equity security that has a market price of less than $5.00 per share and that is admitted to quotation but does not trade on NASDAQ or a national securities exchange. For any transaction involving a penny stock, unless exempt, the rules require the delivery by the broker of a document to investors, stating the risks of investment in penny stocks, the possible lack of liquidity, commissions paid, current quotation and investors’ rights and remedies, a special suitability inquiry, regular reporting to the investor and other requirements.
The Company is an Emerging Growth Company
We qualify as an “emerging growth company” as defined in the JOBS Act. For as long as a company is deemed to be an emerging growth company, it may take advantage of specified reduced reporting and other regulatory requirements that are generally unavailable to other public companies. These provisions include:
A requirement to have only two years of audited financial statements and only two years of related Management’s Discussion and Analysis included in an initial public offering registration statement;
| ● | An exemption to provide less than five years of selected financial data in an initial public offering registration statement; |
|
|
|
| ● | An exemption from the auditor attestation requirement in the assessment of our internal controls over financial reporting; |
|
|
|
| ● | An exemption from compliance with any new or revised financial accounting standards until they would apply to private companies; |
|
|
|
| ● | An exemption from compliance with any new requirement adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statement of the issuer; and reduced disclosure about our executive compensation arrangements |
| 26 of 31 |
| Table of Contents |
An emerging growth company is also exempt from Section 404(b) of the Sarbanes Oxley Act, which requires that the registered accounting firm shall, in the same report, attest to and report on the assessment on the effectiveness of the internal control structure and procedures for financial reporting. Similarly, as a Smaller Reporting Company we are exempt from Section 404(b) of the Sarbanes-Oxley Act and our independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal control over financial reporting until such time as we cease being a Smaller Reporting Company.
As an emerging growth company, we are exempt from Section 14A (a) and (b) of the Exchange Act, which require stockholder approval of executive compensation and golden parachutes.
Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.
We would cease to be an emerging growth company upon the earliest of:
| ● | The first fiscal year during which our total annual gross revenues were $1.235 billion or more; |
|
|
|
| ● | The first fiscal year following the fifth anniversary of the filing of this Form 10; |
|
|
|
| ● | The date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt; or |
|
|
|
| ● | The date on which we are deemed to be a large accelerated filer as defined in Rule 12b-2 of the Securities Exchange Act of 1934. |
The Company is a smaller reporting company, and if the Company takes advantage of certain exemptions from disclosure requirements available to smaller reporting companies, this could make the securities of the Company less attractive to investors and may make it more difficult to compare the Company’s performance with other public companies.
The Company is a “smaller reporting company” as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. The Company will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of the Company’s common stock held by non-affiliates equals or exceeds $250 million as of the end of the prior June 30th, or (2) the Company’s annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of the Company’s common stock held by non-affiliates exceeds $700 million as of the prior June 30th. To the extent the Company takes advantage of such reduced disclosure obligations, it may also make comparison of the Company’s financial statements with other public companies difficult or impossible.
Your percentage of ownership in the Company may be diluted in the future.
Your percentage ownership in the Company may be diluted in the future because of equity issuances for acquisitions, capital market transactions or otherwise, including shares issued in connection with a business combination and equity awards that we expect will be granted to our directors, officers and employees, whether prior to or following the closing of a business combination or asset acquisition.
| 27 of 31 |
| Table of Contents |
Certain provisions in our articles of incorporation and bylaws, as amended, and of Nevada law, may prevent or delay an acquisition of the Company, which could decrease the trading price of our common stock.
Our articles of incorporation and our bylaws, as well as Nevada corporate law, contain provisions that are intended to deter coercive takeover practices and inadequate takeover bids by making such practices or bids unacceptably expensive to the acquirer and to encourage prospective acquirers to negotiate with our board of directors rather than to attempt a hostile takeover. These provisions include, among others:
| ● | the inability of our stockholders to call a special meeting; |
|
|
|
| ● | limitations on the ability of our stockholders to present proposals or nominate directors for election at stockholder meetings; |
|
|
|
| ● | the right of our board of directors to issue preferred stock without stockholder approval; and |
|
|
|
| ● | the ability of our directors to fill vacancies on our board of directors. |
Nevada law also imposes some restrictions on mergers and other business combinations between us and any holder of 15% or more of our outstanding common stock.
We believe these provisions may help protect our stockholders from coercive or otherwise unfair takeover tactics by requiring potential acquirers to negotiate with our board of directors and by providing our board of directors with more time to assess any acquisition proposal. These provisions are not intended to make our Company immune from takeovers. In addition, although we believe these provisions collectively provide for an opportunity to receive higher bids by requiring potential acquirers to negotiate with our board of directors, they would apply even if the offer may be considered beneficial by some stockholders. These provisions may also frustrate or prevent any attempts by our stockholders to replace or remove our current management team by making it more difficult for stockholders to replace members of our board of directors, which is responsible for appointing the members of our management.
We do not expect to pay any cash dividends for the foreseeable future.
We have not declared any cash dividends. We currently intend to retain any future earnings to finance our business operations, which involve only the search for a target business or assets, and, therefore, we do not anticipate that we will pay any cash dividends on shares of our common stock in the foreseeable future. Any determination to pay dividends in the future, whether before or after a business combination or asset acquisition, will be at the discretion of our board of directors and will be dependent upon our future financial condition, results of operations and capital requirements, general business conditions and other relevant factors as determined by our board of directors. Accordingly, if you purchase shares of our common stock, realization of a gain on your investment will depend on the appreciation of the price of our common stock, which may never occur. Investors seeking cash dividends in the foreseeable future should not purchase our common stock. See “Dividend Policy.”
If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, whether before or following the closing of a business combination or asset acquisition, our stock price and any trading volume could decline.
The trading market for our securities, whether before or following the closing of a business combination or asset acquisition, depends in part on the research and reports that industry or financial analysts publish about us or our business. We do not influence or control the reporting of these analysts. If one or more of the analysts who do cover us downgrade or provide a negative outlook on our company or our industry, or the stock of any of our competitors, the price of our common stock could decline. If one or more of these analysts ceases coverage of our company, we could lose visibility in the market, which in turn could cause the price of our common stock to decline.
| 28 of 31 |
| Table of Contents |
Item 4. Controls and Procedures.
Disclosure Controls and Procedures: Disclosure controls and procedures are designed with the objective of ensuring that information required to be disclosed in the Company’s reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), such as this report, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures are also designed with the objective of ensuring that such information is accumulated and communicated to the Company’s management, including the Company’s principal executive officer and interim financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures: As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s principal executive officer and interim financial officer, of the effectiveness of disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Based on such evaluation, the Company’s principal executive officer and principal financial officer have concluded that as of September 30, 2024, the end of the period covered by this report, our disclosure controls and procedures were not effective at a reasonable assurance level.
Changes in Internal Control over Financial Reporting: The Company also carried out an evaluation of the internal control over financial reporting to determine whether any changes occurred during the fiscal quarter ended September 30, 2024. Based on such evaluation, there have been a few internal changes in the Company’s internal control over financial reporting that occurred during the Company’s most recently completed fiscal quarter ended September 30, 2024, that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
We determined that control deficiencies existed that constituted material weaknesses, as described below:
· | lack of documented policies and procedures; |
|
|
· | the lack of an audit committee; |
|
|
· | there is a risk of management override, given that our officers have a high degree of involvement in our day-to-day operations; |
|
|
· | there is no effective separation of duties, which includes monitoring controls, between the members of management. |
Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. As a result, we have been unable to improve our internal controls over financial reporting during the quarter ending March 31, 2026. However, to the extent possible, we will implement procedures to ensure that the initiation of transactions, the custody of assets, and the recording of transactions will be performed by separate individuals. Management is currently evaluating the steps to address these material weaknesses.
Accordingly, these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by our internal controls.
| 29 of 31 |
| Table of Contents |
PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
There are no legal proceedings against the company at this time
Item 1A. Risk Factors.
Set forth any material changes from risk factors as previously disclosed in the registrant's Form 10-K (§249.310) in response to Item 1A. to Part 1 of Form 10-K. Smaller reporting companies are not required to provide the information required by this item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
There were no unregistered sales of Equity Securities
Item 3. Defaults Upon Senior Securities.
There were no material defaults during this reporting period
Item 5. Other Information.
Certification Financial Statements
We hereby certify that to the best of our knowledge, the financial statements are true and complete and represent fairly the financial situation of the company.
This filing complies with SEC rules and regulations and adheres to financial reporting standards
Certification of disclosure in Reports
We confirm that the information contained in this report is accurate and does not contain any misleading information.
Item 6. Exhibits.
| Replacement Note | |
|
|
| Convertible Promissory Note | |
|
|
| Convertible Promissory Note | |
|
|
| Certification | |
|
|
| Certification | |
| |
| Certification |
| 30 of 31 |
| Table of Contents |
SIGNATURES*
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
GivBux Inx | |||
| (Registrant) |
| |
September 9, 2026 | |||
Date |
| ||
Umesh Singh CEO (Principal Executive Officer) | |||
(Signature) ** | |||
|
|
|
|
September 9, 2026 |
| Michael Arnkvarn ( Principal Financial Officer) |
|
Date |
| (Signature) ** |
|
| 31 of 31 |