LMED 10-K/A
LataMed AI Corp. (LMED)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
Amendment No. 1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
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(Exact name of registrant as specified in its charter) |
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(Address of principal executive offices, including zip code.)
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Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐
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 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 | ||
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| 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter was approximately $6,204,354. Shares of common stock held by each executive officer and director and by each person who owns 10% or more of the outstanding common stock of the registrant have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. Without acknowledging that any individual director of registrant is an affiliate, all directors have been included as affiliates with respect to shares owned by them.
As of March 31, 2026, there were
CATALYST CREW TECHNOLOGIES CORP.
Report on Form 10-K
TABLE OF CONTENTS
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
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Disclosure Regarding Foreign Jurisdictions that Prevent Inspections |
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
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Certain Relationships and Related Transactions, and Director Independence |
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Item 16. | Form 10-K Summary |
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EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A (the “Amendment”) amends the Annual Report on Form 10-K of Catalyst Crew Technologies Corp. (the “Company”) for the fiscal year ended December 31, 2025, originally filed with the Securities and Exchange Commission on April 16, 2026 (the “Original Filing”).
The Company is filing this Amendment to revise and update certain disclosures in the Original Filing, including disclosures contained in Item 1 (Business), Item 1A (Risk Factors), Item 1C (Cybersecurity), Item 2 (Properties), Item 12 (Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters), and Item 13 (Certain Relationships and Related Transactions, and Director Independence), in order to reflect certain subsequent events and related developments, correct certain inconsistencies, and enhance disclosure.
This Amendment does not amend or otherwise modify the Company’s audited financial statements, notes thereto, or any other financial information included in the Original Filing. Accordingly, this Amendment does not reflect events occurring after the filing of the Original Filing except as specifically described herein.
Except as expressly set forth in this Amendment, the Original Filing remains unchanged and continues to speak as of the date of the Original Filing. This Amendment should be read in conjunction with the Original Filing.
PART I
FORWARD LOOKING STATEMENTS
Except for statements of historical fact, certain information described in this Annual Report on Form 10-K (“Annual Report”) contains “forward-looking statements” that involve substantial risks and uncertainties. You can identify these statements by forward-looking words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “should,” “will,” “would” or similar words. The statements that contain these or similar words should be read carefully because these statements discuss the Company’s future expectations, including its expectations of its future results of operations or financial position, or state other “forward-looking” information. Catalyst Crew Technologies Corp. believes that it is important to communicate its future expectations to its investors. However, there may be events in the future that the Company is not able to accurately predict or to control. Further, the Company urges you to be cautious of the forward-looking statements which are contained in this Annual Report because they involve risks, uncertainties and other factors affecting its operations, market growth, service, products, and licenses. The risk factors in the section captioned “Risk Factors” in Item 1A of the Company’s Annual Report, as well as other cautionary language in this Annual Report, describe such risks, uncertainties and events that may cause the Company’s actual results and achievements, whether expressed or implied, to differ materially from the expectations the Company describes in its forward-looking statements. The occurrence of any of the events described as risk factors could have a material adverse effect on the Company’s business, results of operations and financial position.
ITEM 1. BUSINESS
Corporate Overview
Catalyst Crew Technologies Corp. (“Catalyst Crew,” the “Company,” “we,” “us,” or “our”) is a development-stage technology company focused on the development and intended commercialization of artificial intelligence-enabled healthcare technology solutions.
The Company’s current business strategy centers on the development of an artificial intelligence (“AI”) healthcare analytics platform and a technology-enabled healthcare services coordination model designed to support clinical decision-making, patient management, and healthcare delivery optimization. These technologies are intended to integrate machine learning, data analytics, and software-based tools to support healthcare providers and organizations.
The Company was originally incorporated in Nevada on September 11, 2008. Following a series of corporate reorganizations, changes in control, and strategic shifts, the Company transitioned its business focus in February 2026 in connection with the acquisition of certain healthcare technology assets, as described below.
As of December 31, 2025, the Company had not generated revenue from its current business operations and remained in the development stage.
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Business Overview – AI Healthcare Platform
The Company is developing an artificial intelligence-enabled healthcare analytics platform designed to support data-driven clinical insights and operational efficiencies. The platform is intended to incorporate machine learning models, data processing capabilities, and analytical tools to assist in areas such as disease risk assessment, diagnostic support, and patient monitoring.
The Company’s technology is expected to be modular and adaptable, allowing for integration with various healthcare data sources, including structured and unstructured datasets. While still under development, the Company intends for its platform to support multiple clinical domains, including cardiovascular, pulmonary, and neurological applications.
The Company’s current development initiatives include technologies referred to as:
| · | CardioAI – intended to support cardiovascular risk assessment and related analytics |
| · | PulmoAI – intended to support pulmonary condition analysis and predictive modeling |
| · | NeuroAI – intended to support neurological condition assessment and related insights |
These technologies remain under development and have not been commercialized. The Company has not generated revenue from these activities.
Technology-Enabled Healthcare Services Model
In addition to its analytics platform, the Company is developing a technology-enabled healthcare services coordination model intended to support the delivery of healthcare services through a combination of digital tools and coordinated care frameworks.
This model is intended to facilitate patient engagement, remote monitoring, and coordination between healthcare providers, subject to applicable regulatory requirements. The Company anticipates that such services may be delivered through a combination of telehealth and in-person care models, although such services have not yet been operationalized.
Development Status
The Company is a development-stage entity and has not yet generated revenue from its current business operations.
During the year ended December 31, 2025, the Company had limited operations and did not engage in significant development activities related to its current business strategy. The Company’s present business focus was established subsequent to year end in February 2026.
Since that time, the Company has commenced initial development planning, technology evaluation, and strategic structuring activities related to its AI healthcare platform and services model. These activities remain in early stages and are subject to significant risks and uncertainties.
The Company’s ability to advance its business plan will depend on a number of factors, including access to capital, successful development of its technology, regulatory considerations, and market acceptance.
Corporate Structure
As of the date of this report, the Company conducts its operations through its wholly-owned subsidiary, Inversiones Long 33, C.A., a corporation organized under the laws of Venezuela.
The subsidiary is intended to serve as the Company’s operating entity in Venezuela and as part of its broader Latin American strategy.
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Intellectual Property
The Company’s intellectual property consists primarily of software, machine learning models, datasets, and related technologies associated with its AI healthcare platform.
In February 2026, the Company acquired certain intellectual property and related assets pursuant to an Asset Purchase Agreement with its Chief Executive Officer. In April 2026, certain of these intellectual property assets were assigned to the Company’s wholly-owned subsidiary as part of an internal reorganization of operations. No additional consideration was paid in connection with such assignment.
The Company intends to pursue appropriate intellectual property protection where practicable; however, there can be no assurance that such protection will be available or sufficient to protect the Company’s technology.
Target Markets and Strategy
The Company intends to focus on healthcare markets in Latin America, with an initial emphasis on Venezuela, subject to regulatory and infrastructure considerations.
The Company’s strategy is to develop and deploy its AI healthcare platform and services model through a combination of technology licensing, service delivery, and strategic partnerships. The Company has not yet established commercial agreements or finalized its go-to-market strategy.
Regulatory Environment
The Company’s intended operations are subject to a variety of regulatory requirements, including those related to healthcare delivery, data privacy, and the use of artificial intelligence in clinical settings.
These regulatory frameworks may vary by jurisdiction and may impact the Company’s ability to develop, deploy, and commercialize its technology and services. Compliance with such regulations may require significant time and resources.
Employees
As of December 31, 2025, the Company had no full-time employees and relied on independent contractors.
The Company expects to expand its workforce as its development activities progress, subject to the availability of capital.
Corporate History
The Company was incorporated on September 11, 2008, as a Nevada corporation under the name Hermes Jet Inc. The Company initially intended to operate in the executive aircraft brokerage sector but did not establish sustained operations.
In January 2011, the Company filed a registration statement on Form S-1 under the Securities Act of 1933. Due to the lack of meaningful operations, the Company suspended its reporting obligations in June 2013 by filing a Form 15. The Company ceased operations in or around 2016.
In June 2018, Hybrid Titan Management, LLC initiated legal proceedings against the Company related to legacy liabilities. In January 2019, a Nevada state court appointed a receiver to manage the affairs of the Company. During the receivership, the receiver reinstated the Company’s corporate status, addressed outstanding regulatory and state filings, and appointed new management. The receivership concluded in 2019.
Following the conclusion of the receivership, the Company resumed limited corporate activities under new management. In March 2023, the Company entered into an asset purchase agreement pursuant to which it acquired certain data analytics–related assets and evaluated opportunities in data-driven software development. These activities did not result in sustained operations or revenue generation.
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In September 2023, the Company restructured its executive leadership and board of directors and explored development opportunities through operating subsidiaries. During this period, the Company remained inactive from a revenue-generating perspective.
In June 2024, following additional changes in management and control, the Company undertook a strategic review of its business. As a result, the Company discontinued its prior data analytics initiatives, relinquished its interests in subsidiaries associated with those activities, and remained largely inactive while evaluating new strategic opportunities.
On February 17, 2026, a change in control of the Company occurred when Kevin Rodan Levy acquired a controlling interest in the Company’s common stock through a private transaction. Concurrently, the Company entered into an Asset Purchase Agreement with Dr. Levy pursuant to which it acquired certain assets relating to (i) an artificial intelligence-enabled healthcare analytics platform and (ii) a technology-enabled healthcare services coordination platform.
In connection with the change in control, the Company’s prior officers and directors resigned, and Dr. Levy was appointed as the Company’s sole director and as Chief Executive Officer, President, Chief Financial Officer, Secretary, and Treasurer.
Following these transactions, the Company adopted a new strategic direction focused on the development of artificial intelligence-enabled healthcare technology solutions.
On March 23, 2026, the Company acquired one hundred percent (100%) of the issued and outstanding shares of Inversiones Long 33, C.A., a corporation organized under the laws of Venezuela, which is intended to serve as the Company’s operating subsidiary in Venezuela and as part of its broader Latin American strategy.
On April 9, 2026, certain intellectual property assets previously acquired by the Company were assigned to Inversiones Long 33, C.A. as part of an internal reorganization of the Company’s operations. No additional consideration was paid in connection with such assignment.
On March 31, 2026, the Company appointed Carlos Peña as Chief Financial Officer.
The Company approved a change of its corporate name to Catalyst Crew Technologies Corp. to reflect its current business focus and intends to effect such name change at a time deemed appropriate by management, subject to applicable regulatory approvals.
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AVAILABLE INFORMATION
The Company prepares and files annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and certain other information with the SEC. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov.
ITEM 1A. RISK FACTORS
Investing in our common stock involves a high degree of risk. You should carefully consider the risks described below, together with the other information contained in this Annual Report, before making an investment decision. If any of the following risks occur, our business, financial condition, results of operations, and prospects could be materially and adversely affected. In such event, the market price of our common stock could decline, and you could lose all or part of your investment.
RISKS RELATED TO OUR COMPANY
We are a development-stage company with no revenue and a history of losses, and we may never achieve profitability.
We are a development-stage technology company and have not yet generated revenue from operations. Since inception, we have incurred net losses and expect to continue to incur losses for the foreseeable future as we continue to develop our artificial intelligence-enabled healthcare technology platform and related business operations.
We have a limited operating history upon which to evaluate our business prospects, particularly in light of our recent change in control and strategic transition in February 2026, and there can be no assurance that our development efforts will result in commercially viable products or services.
We may not be able to continue as a going concern if we do not obtain additional financing.
Our independent registered public accounting firm has issued an audit report expressing substantial doubt about our ability to continue as a going concern. Our ability to continue operations is dependent upon obtaining additional financing through equity offerings, debt financings, shareholder support, or other sources.
There can be no assurance that additional financing will be available when needed, in sufficient amounts, or on acceptable terms. If we are unable to obtain additional capital, we may be required to delay, scale back, or discontinue our development activities, which would have a material adverse effect on our business.
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We have no cash flow from operations and are dependent on external financing.
We currently generate no cash flow from operations and rely on equity financings and shareholder loans to fund our activities. Our existing capital resources are insufficient to complete our planned development and commercialization efforts. Failure to obtain additional funding could result in the suspension or termination of our business activities.
Our management team is small, and the loss of key personnel could adversely affect our business.
Our operations depend heavily on the continued services of our President and Chief Executive Officer, who is also the source of certain of the Company’s intellectual property, who devotes a portion of his time to our business and may have other professional obligations. The loss of his services, or our inability to attract and retain additional qualified personnel, could materially harm our development efforts and business prospects.
We rely on intellectual property acquired from our Chief Executive Officer, and any dispute regarding such intellectual property could adversely affect our business.
In February 2026, we acquired certain intellectual property and related assets from our Chief Executive Officer pursuant to an asset purchase agreement. As a result, our business is dependent on intellectual property that was originally developed or controlled by a related party.
Although such intellectual property has been assigned to the Company and, subsequently, to its wholly-owned subsidiary as part of an internal reorganization, there can be no assurance that ownership rights will not be challenged or that additional actions will not be required to perfect or defend such rights. Any dispute or uncertainty regarding our intellectual property could materially adversely affect our business.
Our business operations are expected to be conducted in Venezuela, which presents significant economic, regulatory, and political risks.
We intend to conduct operations through our wholly-owned subsidiary in Venezuela. Operations in Venezuela are subject to significant risks, including economic instability, currency controls, regulatory uncertainty, political developments, and potential limitations on the repatriation of funds.
These factors may adversely affect our ability to operate, generate revenue, access capital, or enforce contractual and intellectual property rights.
Our controlling shareholder has significant voting power, which may not align with the interests of other shareholders.
Our President and Chief Executive Officer beneficially owns a majority of our outstanding common stock and is able to exercise significant control over matters requiring stockholder approval, including the election of directors, approval of significant corporate transactions, and changes in management. This concentration of ownership may discourage or prevent a change in control and could limit other shareholders’ ability to influence corporate decisions.
Our operating results may fluctuate significantly.
Our future operating results may vary significantly due to numerous factors, many of which are beyond our control, including the timing and amount of operating expenses, availability of capital, regulatory developments, market acceptance of our technology, and general economic conditions. As a result, period-to-period comparisons may not be meaningful, and our operating results may fall below investor expectations.
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RISKS RELATED TO OUR INDUSTRY
The healthcare technology and artificial intelligence industry is highly competitive, rapidly evolving, and subject to significant regulatory and market uncertainty.
The healthcare technology and artificial intelligence industry is characterized by rapid technological change, evolving industry standards, frequent product introductions, and intense competition. We expect to compete with a broad range of companies, including established healthcare technology providers, software developers, medical device companies, and emerging artificial intelligence-focused enterprises, many of which have significantly greater financial, technical, and operational resources than we do.
These competitors may have longer operating histories, greater brand recognition, established customer relationships, and more extensive distribution networks. In addition, competitors may be able to devote greater resources to research and development, regulatory compliance, and commercialization efforts, which could enable them to develop or deploy competing technologies more quickly or effectively than we can.
The industry in which we operate is also subject to rapid shifts in technology and customer preferences. New technologies or alternative approaches to healthcare analytics and service delivery may emerge that render our solutions less competitive or obsolete. If we are unable to successfully compete in this environment, our business, financial condition, and results of operations could be materially adversely affected.
Rapid technological change could render our technology obsolete or uncompetitive.
The markets for artificial intelligence and healthcare technology are subject to ongoing technological advancement, including the introduction of new algorithms, data processing techniques, software platforms, and analytical tools. Our success depends on our ability to develop, maintain, and enhance our technology in response to these advancements.
If we are unable to keep pace with technological developments or fail to anticipate changes in market demand, our technology may become outdated or less attractive relative to competing solutions. Additionally, competitors may develop superior technologies that offer improved performance, greater functionality, or lower costs, which could negatively impact our ability to attract customers or partners.
The development and implementation of new technologies may also require substantial time and financial resources. There can be no assurance that our development efforts will be successful or that we will be able to effectively integrate new technologies into our platform on a timely basis, if at all.
Healthcare, data privacy, and artificial intelligence regulations may limit the development, deployment, or adoption of our technology.
Our intended business activities are subject to a variety of domestic and international laws and regulations governing healthcare services, patient data, data privacy, and the use of artificial intelligence. These regulatory frameworks are complex, evolving, and may vary significantly by jurisdiction.
Regulations applicable to healthcare technology may include requirements related to patient privacy, data protection, clinical validation, licensing of healthcare services, and the use of software in medical decision-making. In addition, emerging regulatory frameworks governing artificial intelligence may impose new obligations related to transparency, accountability, data usage, and system performance.
Compliance with these laws and regulations may require significant time, effort, and expense, and may delay or limit our ability to develop, deploy, or commercialize our technology. Failure to comply with applicable regulatory requirements could result in fines, penalties, legal liability, reputational harm, or restrictions on our operations.
Furthermore, regulatory requirements may change over time, and new laws or regulations may be enacted that impose additional obligations or restrictions. Such changes could require us to modify our technology, business practices, or market strategy, which could have a material adverse effect on our business.
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Our technology has not been clinically validated and may not achieve acceptance in the healthcare market.
Our artificial intelligence healthcare platform is currently under development and has not been clinically validated or widely tested in real-world healthcare environments. As a result, there can be no assurance that our technology will produce accurate, reliable, or clinically meaningful results.
Healthcare providers, institutions, and other potential users may be reluctant to adopt new technologies that have not been validated through clinical studies or regulatory review processes. In addition, concerns regarding accuracy, reliability, or liability associated with the use of artificial intelligence in healthcare settings may limit adoption.
Even if our technology performs as intended, market acceptance will depend on a number of factors, including demonstrated clinical utility, ease of integration with existing systems, cost-effectiveness, and compliance with applicable regulations. If our technology fails to achieve market acceptance, our business prospects could be materially adversely affected.
The use of artificial intelligence in healthcare raises ethical, legal, and operational concerns that may impact adoption.
The use of artificial intelligence in healthcare presents a range of ethical, legal, and operational challenges. These include concerns related to data privacy, algorithmic bias, transparency of decision-making processes, and the potential for errors or unintended outcomes.
Healthcare providers and regulators may require that artificial intelligence systems meet certain standards for explainability, reliability, and fairness. Failure to meet these expectations could limit the adoption of our technology or result in regulatory scrutiny.
In addition, the use of artificial intelligence in clinical or operational settings may raise questions regarding responsibility and liability in the event of incorrect or adverse outcomes. Such concerns may discourage adoption by healthcare providers or lead to increased regulatory oversight.
Public perception and trust in artificial intelligence technologies may also influence adoption. Negative publicity, regulatory developments, or high-profile incidents involving artificial intelligence systems could adversely affect market acceptance of our technology.
Market adoption of our technology may be slower than anticipated or may not occur at all.
The adoption of new healthcare technologies, particularly those involving artificial intelligence, can be slow and subject to a variety of barriers. These may include regulatory approval processes, integration challenges with existing healthcare systems, cost considerations, and resistance to change within healthcare organizations.
Healthcare providers may require significant evidence of clinical and economic benefits before adopting new technologies. In addition, the implementation of new systems may require training, workflow adjustments, and investment in supporting infrastructure.
There can be no assurance that our technology will achieve widespread adoption within the healthcare industry or that adoption will occur within the timeframes we anticipate. If adoption is slower than expected or does not occur, our ability to generate revenue and achieve profitability could be materially adversely affected.
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RISKS RELATED TO OUR TECHNOLOGY AND INTELLECTUAL PROPERTY
Our technology is complex and may contain errors, defects, or vulnerabilities that could adversely affect our business.
Our artificial intelligence-enabled healthcare technology platform is inherently complex and involves the integration of software systems, machine learning models, data processing tools, and analytical components. Such systems may contain undetected errors, defects, or security vulnerabilities, particularly during the development stage.
Errors or defects in our technology could result in inaccurate outputs, system failures, interruptions in service, or compromised data integrity. In the context of healthcare-related applications, such issues may have heightened consequences, including potential harm to users, loss of confidence in our technology, and exposure to legal liability.
In addition, our systems may be vulnerable to cybersecurity risks, including unauthorized access, data breaches, or other malicious activities. Any failure to adequately identify, manage, or remediate such issues could result in reputational damage, regulatory scrutiny, loss of business opportunities, or financial losses.
Our use of open-source software may subject us to additional risks and obligations.
We utilize, and expect to continue to utilize, open-source software components in the development of our technology. Open-source software is typically governed by license agreements that may impose certain obligations, including requirements to disclose source code, license derivative works under the same terms, or comply with specific attribution requirements.
Failure to comply with applicable open-source license terms could result in legal claims, require us to release proprietary source code, or limit our ability to commercialize our technology. In addition, open-source software may be more susceptible to security vulnerabilities, as the source code is publicly available, and may not be supported or maintained to the same extent as proprietary software.
While we implement processes intended to manage open-source software use and compliance, there can be no assurance that such measures will be sufficient to prevent unintended consequences.
We may be unable to adequately protect our intellectual property, which could adversely affect our competitive position.
Our success depends, in part, on our ability to protect our intellectual property, including software, algorithms, models, datasets, and other proprietary technologies. We rely on a combination of contractual protections, trade secrets, copyrights, trademarks, and, where applicable, patent registrations to safeguard our intellectual property.
These protections may be insufficient to prevent unauthorized use, disclosure, or misappropriation of our intellectual property. Third parties may independently develop technologies that are similar to or competitive with ours, or may attempt to replicate aspects of our platform.
Enforcement of intellectual property rights can be costly, time-consuming, and uncertain, particularly in jurisdictions with less developed legal frameworks. Any failure to protect our intellectual property could diminish our competitive advantage and adversely affect our business.
Certain of our intellectual property was acquired from a related party, and any dispute or defect in title could adversely affect our business.
In February 2026, we acquired certain intellectual property and related assets from our Chief Executive Officer pursuant to an asset purchase agreement. As a result, our business depends on intellectual property that was originally developed, owned, or controlled by a related party.
Although we believe that we have obtained valid rights to such intellectual property, there can be no assurance that such rights will not be challenged, that all necessary assignments have been properly executed, or that additional actions will not be required to perfect or maintain our ownership interests.
Any dispute, claim, or defect in title relating to our intellectual property could result in legal proceedings, require us to obtain additional rights or licenses, or limit our ability to use such intellectual property. Any of the foregoing could have a material adverse effect on our business.
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Our intellectual property is held and/or operated through a foreign subsidiary, which may present additional risks in protection and enforcement.
Certain of our intellectual property is held by, or utilized through, our wholly-owned subsidiary organized in Venezuela. As a result, the protection and enforcement of our intellectual property rights may be subject to the laws, regulations, and judicial systems of foreign jurisdictions.
The legal frameworks governing intellectual property in such jurisdictions may be less predictable or less developed than those in the United States. Enforcement of intellectual property rights may be more difficult, time-consuming, and costly, and remedies for infringement may be limited.
In addition, political, economic, or regulatory conditions in such jurisdictions may impact our ability to maintain, protect, or enforce our intellectual property rights. Any inability to effectively protect our intellectual property in foreign jurisdictions could adversely affect our business and competitive position.
We may be subject to claims that we infringe the intellectual property rights of third parties.
We may be subject to claims or allegations that our technology infringes, misappropriates, or otherwise violates the intellectual property rights of third parties. Such claims may arise from competitors, technology providers, or other parties.
Defending against intellectual property claims can be costly, time-consuming, and may divert management’s attention and resources. If we are found to infringe the intellectual property rights of others, we may be required to obtain licenses, pay damages, modify our technology, or discontinue the use of certain components.
There can be no assurance that licenses will be available on commercially reasonable terms, if at all. Any such claims or outcomes could have a material adverse effect on our business, financial condition, and results of operations.
Our technology relies on data, and limitations in access to quality data could adversely affect performance.
Our artificial intelligence models and analytics capabilities depend on access to relevant, high-quality data. Limitations in the availability, accuracy, or completeness of data could impair the performance of our technology.
In addition, restrictions related to data privacy, data sharing, or regulatory requirements may limit our ability to collect, process, or utilize data. If we are unable to obtain sufficient data or if data quality is inadequate, our technology may produce less reliable or useful outputs, which could negatively impact adoption and commercial viability.
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RISKS ASSOCIATED WITH OUR COMMON STOCK
Our common stock is subject to the SEC’s “penny stock” rules, which may limit liquidity.
Our common stock is considered a “penny stock” under SEC rules. These rules impose additional requirements on broker-dealers and may reduce trading activity, liquidity, and market value of our shares.
Future issuances of common stock could dilute existing shareholders.
We are authorized to issue a substantial number of shares of common stock. Future equity financings or issuances could result in significant dilution to existing shareholders and may adversely affect the market price of our common stock.
We do not anticipate paying dividends.
We do not expect to declare or pay dividends in the foreseeable future. Investors seeking income from dividends should not rely on an investment in our common stock.
ITEM 1B. UNRESOLVED STAFF COMMENTS.
This item is not applicable to the Company because the Company is a smaller reporting company as defined by Rule 12b-2 under the Securities Exchange Act of 1934.
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ITEM 1C. CYBERSECURITY
Risk Management and Strategy
The Company recognizes the importance of cybersecurity risk management and has implemented processes designed to assess, identify, and manage material risks from cybersecurity threats in a manner appropriate for the Company’s size, complexity, and stage of development. Our approach is focused on protecting the confidentiality, integrity, and availability of our information systems and data.
Our cybersecurity risk
As the Company is developing technology intended for use in healthcare-related applications, we are mindful of the importance of safeguarding sensitive data, including potential patient or healthcare-related information. While our systems are in development and we do not currently operate at scale, we are incorporating data protection and access control considerations into our technology design and development processes.
Given our development-stage status, our cybersecurity efforts are primarily focused on preventive controls, access management, data protection, and incident response planning. We may engage third-party service providers, as appropriate, to support specific cybersecurity functions, such as vulnerability assessments, system reviews, or advisory services.
To date, we have not identified any cybersecurity incidents or threats that have
Governance
Oversight of cybersecurity risk is maintained by our
Our
Management is responsible for implementing and maintaining processes designed to address cybersecurity risks and to respond to incidents, should they occur. As the Company’s operations grow and its technology platform evolves, we expect to further develop our cybersecurity governance structure, including the potential engagement of additional personnel or third-party resources with specialized cybersecurity expertise.
ITEM 2. PROPERTIES
The Company utilizes office space located at Av. Rómulo Gallegos con Av. Las Palmas, Edif. Torre Gerencial Los Andes, Caracas 1071, Venezuela, which is provided by its Chief Executive Officer. The Company does not pay rent for the use of this facility. The space is used for administrative and development-related activities.
ITEM 3. LEGAL PROCEEDINGS.
The Company is not currently a party to any material pending or threatened legal proceedings. From time to time, the Company may be involved in legal proceedings arising in the ordinary course of business; however, such matters have not had a material adverse effect on the Company’s business, financial condition, results of operations, or liquidity.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
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PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Market Information
Beginning in November 2024, the Company’s common stock began traded under the symbol “CCTC” on the OTCQB Marketplace, prior to November 2024, the Company’s symbol was “CBBB”. The following table sets forth, in U.S. dollars, the high and low closing prices for each of the calendar quarters indicated, as reported by the OTCQB Marketplace, for the past two fiscal years. Such OTCQB Marketplace quotations reflect inter-dealer prices, without markup, markdown or commissions and, particularly because our common stock is traded infrequently, may not necessarily represent actual transactions or a liquid trading market.
|
| High |
|
| Low |
| ||
2025 |
|
|
|
|
|
| ||
Quarter ended December 31 |
| $ | 0.40 |
|
| $ | 0.2650 |
|
Quarter ended September 30 |
| $ | 1.00 |
|
| $ | 0.2650 |
|
Quarter ended June 30 |
| $ | 1.00 |
|
| $ | 0.3650 |
|
Quarter ended March 31 |
| $ | 0.6501 |
|
| $ | 0.6501 |
|
|
|
|
|
|
|
|
|
|
2024 |
|
|
|
|
|
|
|
|
Quarter ended December 31 |
| $ | 94.50 |
|
| $ | 0.10 | * |
Quarter ended September 30 |
| $ | 85.49 |
|
| $ | 81.00 |
|
Quarter ended June 30 |
| $ | 111.55 |
|
| $ | 81.00 |
|
Quarter ended March 31 |
| $ | 81.00 |
|
| $ | 81.00 |
|
* On or about, October 11, 2024 (“FINRA”) announced that a Reverse Split of Four Hundred Fifty-for-1 (450-for-1) of the issued and outstanding shares of the Company’s Common Stock would be made effective in the marketplace as of market open on October 14, 2024, the foregoing high and low share prices reflect the post-reverse split price per share.
Holders
As of December 31, 2025, there were 44,296,895 shares of the Company’s common stock issued and outstanding, held by approximately 149 holders of record. Of these shares, 29,255,638 were restricted and 15,041,257 were non-restricted. The transfer agent for the Company’s common stock is VStock Transfer LLC, Woodmere, New York.
Recent Sales of Unregistered Securities
None.
Issuer Purchases of Equity Securities
The Company did not repurchase any equity securities during the fiscal year ended December 31, 2025.
ITEM 6. [RESERVED]
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following discussion and analysis is intended as a review of significant factors affecting the Company’s financial condition and results of operations for the periods indicated. The discussion should be read in conjunction with the Company’s financial statements and the notes presented herein. In addition to historical information, the following Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve risks and uncertainties. The Company’s actual results could differ significantly from those anticipated in these forward-looking statements as a result of the risk factors set forth above in Item 1A and other factors discussed in this Annual Report.
Results of Operations for the Years Ended December 31, 2025 and 2024
Revenues
We had no revenue for the years ended December 31, 2025 and 2024, respectively.
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Operating Expenses
Operating expenses increased to $171,852 for the year ended December 31, 2024, from $3,297,858 for the year ended December 31, 2024. The increase in operating expenses was the result of increased stock-based compensation for the year ended December 31, 2024.
Other Income (Expenses)
We had other expenses of $35,633 for the year ended December 31, 2025, as compared with other income of $36,820 for the year ended December 31, 2024.
Our other expenses for the year ended December 31, 2025, consisted mainly of interest expense. Our other expenses for the year ended December 31, 2024 consisted mainly of interest expense netted against a gain on settlement of debt.
Net Loss
We recorded a net loss of $207,485 for the year ended December 31, 2025, as compared with a net loss of $3,261,038 for the year ended December 31, 2024.
Liquidity and Capital Resources
Going concern – The accompanying 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. The Company has incurred cumulative net losses of $29,600,786 since its inception and requires capital for its contemplated operational and marketing activities to take place. The Company’s ability to generate the necessary funds through licensing of its core products or the ability to raise additional capital through the future issuances of common stock or debt is unknown. The obtainment of additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. These factors, among others, raises substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.
As of December 31, 2025, we had total current assets of $0 and total assets in the amount of $0. Our total current liabilities as of December 31, 2025, were $630,860. We had a working capital deficit of $630,860 as of December 31, 2024, compared with a working capital deficit of $573,575 as of December 31, 2025.
Operating activities used $205,797 in cash for the year ended December 31, 2025, as compared with $66,834 used for the year ended December 31, 2024. Our negative operating cash flows for 2025 was the result of our net loss for the year, mainly offset by changes in operating assets and liabilities and shares issued for services. Our negative operating cash flows for 2024 was the result of our net loss for the year, mainly offset by changes in operating assets and liabilities, shares issued for services and loss on acquisition of assets.
Cash flows provided by financing activities during the year ended December 31, 2025 amounted to $205,797, as compared with cash provided of $66,834 for the year ended December 31, 2024. Our positive financing cash flow for the year ended December 31, 2025 resulted from the sales of common stock and proceeds from notes payable. Our positive financing cash flow for the year ended December 31, 2024 resulted from proceeds from notes payable.
The features of the debt instruments and payables concerning our financing activities are detailed in the footnotes to our financial statements.
Based upon our current financial condition, we do not have sufficient cash to operate our business at the current level for the next twelve months. We intend to fund operations through increased sales and debt and/or equity financing arrangements, which may be insufficient to fund expenditures or other cash requirements. We plan to seek additional financing in a private equity offering to secure funding for operations. There can be no assurance that we will be successful in raising additional capital.
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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
This item is not applicable to the Company because the Company is a smaller reporting company as defined by Rule 12b-2 under the Securities Exchange Act of 1934.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
All financial information required by this Item is included on the pages immediately following the Index to Financial Statements appearing on page F-1 and is hereby incorporated by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None
ITEM 9A. CONTROLS AND PROCEDURES.
Disclosure Controls and Procedures
Based on an evaluation as of the date of the end of the period covered by this report, the Company’s Chief Executive Officer and Chief Financial Officer conducted an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as required by Rule 13a-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that, because of the disclosed material weaknesses in the Company’s internal control over financial reporting, the Company’s disclosure controls and procedures were ineffective as of the end of the period covered by this report to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms.
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in the Company’s 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 the Company’s reports filed under the Exchange Act is accumulated and communicated to management, including the Company’s Chief Executive Officer and the Company’s Chief Financial Officer, to allow timely decisions regarding required disclosure.
Management’s Annual Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Exchange Act Rule 13a-15(f). Management conducted an evaluation of the effectiveness of the internal control over financial reporting as of December 31, 2025, using the criteria established in Internal Control – Integrated Framework (2013 framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
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A material weakness is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. As a result of management’s assessment, management has determined that there are material weaknesses due to the lack of segregation of duties and, due to the limited resources based on the size of the Company. Due to the material weaknesses management concluded that as of December 31, 2025, the Company’s internal control over financial reporting was ineffective. In order to address and resolve the weaknesses, the Company will endeavor to locate and appoint additional qualified personnel to the board of directors and pertinent officer positions as the Company’s financial means allow. To date, the Company’s limited financial resources have not allowed the Company to hire the additional personnel necessary to address the material weaknesses.
This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Annual Report.
Changes in Internal Control Over Financial Reporting
There have been no changes in the Company’s internal control over financial reporting that occurred during the Company’s last fiscal quarter (the Company’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
The term “internal control over financial reporting” is defined as a process designed by, or under the supervision of, the registrant’s principal executive and principal financial officers, or persons performing similar functions, and effected by the registrant’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:
| (a) | Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the registrant; |
|
|
|
| (b) | Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the registrant are being made only in accordance with authorizations of management and directors of the registrant; and |
|
|
|
| (c) | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the registrant’s assets that could have a material effect on the financial statements. |
ITEM 9B. OTHER INFORMATION.
During the year ended December 31, 2025, none of our directors or executive officers adopted or terminated a Rule 10b5-1 trading plan or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.
As of March, 31, 2026, the Company’s current directors and executive officers are as follows:
Name |
| Age |
| Position(s) |
Kevin Rodan Levy |
| 31 |
| President, Chief Executive Officer, Secretary, and Chairman of the Board of Directors |
Carlos Pena |
| 38 |
| Chief Financial Officer |
Effective February 17, 2026, the following individuals resigned from their respective positions with the Company,:
| · | Andrew Gaudet resigned as Director and Chief Operating Officer; |
| · | Waqas Nakhwa resigned as Chairman, Chief Executive Officer, Chief Financial Officer, President, Secretary, and Director; |
| · | Navneet B. Tayal resigned as Director; and |
| · | Vineet Jawa resigned as Director. |
Effective February 17, 2026, Kevin Rodan Levy was appointed as Sole Director of the Company; Chief Executive Officer; President; Chief Financial Officer; Secretary; and Treasurer.
On March 31, 2026, the Board of Directors of Catalyst Crew Technologies Corp. (the “Company”) appointed Carlos Peña, age 38, as Chief Financial Officer of the Company.
Term of Office
All the Company’s directors hold office until the next annual meeting of the stockholders or until their successors is elected and qualified. The Company’s executive officers are appointed by the Company’s board of directors and hold office until their resignation, removal, death or retirement.
Background and Business Experience
Kevin Rodan Levy: since 2021, Dr. Levy, age 31, has served as Chief Executive Officer of Grupo Casamed 18 C.A., a healthcare services company, where he has overseen healthcare service operations and development initiatives. He has also served as Chief Executive Officer of EmpleUp, a recruitment and human capital platform. His professional experience includes healthcare delivery management, healthcare operations, and the development of technology-enabled service platforms.
Dr. Levy earned his medical degree (Médico Cirujano) from Universidad Central de Venezuela – Escuela José María Vargas in January 2020. From January 2021 through December 2021, he served as a Rural Physician at Ambulatorio Rosario Milano in San Antonio de los Altos, Venezuela.
Dr. Levy completed a Master of Business Administration (MBA) at Instituto de Estudios Superiores de Administración (IESA), in April 2025. His additional professional training includes advanced cardiac life support certification through the American Heart Association, coursework in artificial intelligence applications in healthcare, medical imaging interpretation, leadership development, and financial market analysis.
The Company believes Dr. Levy’s combined background in clinical medicine, healthcare operations, business administration, and technology-focused training, including artificial intelligence applications relevant to healthcare analytics and digital health platforms, qualifies him to serve as the Company’s Chief Executive Officer and sole Director.
Carlos Pena: Mr. Peña has over ten years of experience in accounting, financial management, and audit support. Over the past five years, from 2021 to the present, Mr. Peña has worked as an independent accountant providing financial reporting, tax compliance, payroll administration, and related accounting services to various businesses. From March 2024 to the present, Mr. Peña has served as Supervisor of Administration and Finance for Aerovip, an aviation company based in Caracas, Venezuela, where he is responsible for overseeing financial operations, budgeting, internal controls, financial reporting, and audit coordination.
From 2023 to 2024, Mr. Peña also provided accounting and audit support services through Morales, Morales y Asociados, where he participated in audit procedures, internal control evaluations, and financial reporting processes. From 2020 to 2021, Mr. Peña worked with GSI Food Inc. as an accounts payable analyst, where he was responsible for managing expense processes, financial reporting support, and monthly close activities.
Earlier in his career, Mr. Peña held accounting and finance roles with organizations including Ostos, Velazquez & Asociados (KPMG affiliate), Netser Venezuela, Vivir Seguros, and Banesco Seguros, where he gained experience in tax compliance, financial reporting, reconciliations, and internal controls. Mr. Peña holds a degree in Public Accounting from Universidad Alejandro de Humboldt in Caracas, Venezuela.
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Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s executive officers, directors and persons who own more than 10% of the Company’s common stock to file with the SEC initial reports of beneficial ownership on Form 3, changes in beneficial ownership on Form 4, and an annual statement of beneficial ownership on Form 5. Such executive officers, directors and greater than 10% stockholders are required by SEC rules to furnish the Company with copies of all such forms that they have filed.
Based solely on its review of such forms filed with the SEC and received by the Company and representations from certain reporting persons, the Company believes that all reports required to be filed by each of each of its executive officers, directors and 10% stockholders were filed during the year ended December 31, 2025 and that such reports were timely.
Code of Ethics
The Company’s Board of Directors has not adopted a code of ethics that applies to the principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, because of the Company’s limited number of executive officers and employees that would be covered by such a code and the Company’s limited financial resources. The Company anticipates that it will adopt a code of ethics after it increases the number of executive officers and employees and obtain additional financial resources.
Audit Committee and Audit Committee Financial Expert
As of the date of this Report, the Company has not established an audit committee, and therefore, the Company’s full board of directors performs the functions that customarily would be undertaken by an audit committee. The Company’s Board of Directors during 2025 and 2024 was comprised of two directors, one of whom the Company had determined satisfied the general independence standards of the NASDAQ listing requirements.
The Company’s Board of Directors has determined that none of its current members qualifies as an “audit committee financial expert,” as defined by the rules of the SEC. In the future, the Company intends to establish board committees and to appoint such persons to those committees as are necessary to meet the corporate governance requirements imposed by a national securities exchange, although it is not required to comply with such requirements until the Company elects to seek listing on a national securities exchange.
Board of Directors; Attendance at Meetings
The Board held no meetings and acted by unanimous written consent one time during the year ended December 31, 2025. The Board held no meetings and acted by unanimous written consent two times during the year ended December 31, 2024. We have no formal policy with respect to the attendance of Board members at annual meetings of shareholders but encourage all incumbent directors and director nominees to attend each annual meeting of shareholders.
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ITEM 11. EXECUTIVE COMPENSATION.
As of the date of this Report, no officer or director has received any compensation from the Company since the inception of the Company.
Outstanding Equity Awards at Fiscal Year-End
There are no current outstanding equity awards to our executive officers.
Long-Term Incentive Plans
There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers.
Compensation of Directors
Our directors receive no annual salary or bonus for their service as members of the Company’s board of directors.
Security Holders Recommendations to Board of Directors
Shareholders can direct communications to our Chief Executive Officer, at our executive offices. However, while we appreciate all comments from shareholders, we may not be able to individually respond to all communications. We attempt to address shareholder questions and concerns in our press releases and documents filed with the SEC so that all shareholders have access to information about us at the same time. Our CEO collects and evaluates all shareholder communications. All communications addressed to our directors and executive officers will be reviewed by those parties unless the communication is clearly frivolous.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
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 December 31, 2025, by (i) each of our directors and executive officers, (ii) all directors and executive officers as a group, and (iii) each person known by us to beneficially own more than 5% of our outstanding common stock. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission.
As of December 31, 2025, there were 44,296,895 shares of common stock issued and outstanding. Unless otherwise indicated, the address of each beneficial owner listed below is c/o Catalyst Crew Technologies Corp., 30 North Gould Street, Suite R, Sheridan, Wyoming 82801.
The beneficial ownership information set forth below reflects ownership as of December 31, 2025 and does not reflect changes in ownership that occurred subsequent to such date, including the change in control described below.
Beneficial Ownership of Common Stock
Name of Beneficial Owner |
| Position |
|
| Shares Beneficially Owned |
|
| % of Outstanding Shares |
| |||
Andrew Gaudet |
| Chief Operating Officer and Director |
|
|
| 29,002,223 |
|
|
| 65.47 | % | |
Waqas Nakhwa |
| Chairman of the Board, Chief Executive Officer, President, Chief Financial Officer, and Secretary |
|
|
| 162,100 |
|
|
| 0.37 | % | |
Vineet Jawa |
| Director |
|
|
| 0 |
|
|
| 0 | % | |
Navneet B. Tayal |
| Director |
|
|
| 0 |
|
|
| 0 | % | |
All directors and executive officers as a group (4 persons) |
| — |
|
|
| 29,164,323 |
|
|
| 65.84 | % | |
Notes:
| 1. | Beneficial ownership is determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934 and includes shares over which the beneficial owner has voting and/or investment power. |
| 2. | Except as otherwise indicated, each person listed above has sole voting and dispositive power with respect to the shares beneficially owned. |
| 3. | All shares beneficially owned by Andrew Gaudet are restricted securities bearing a legend under the Securities Act of 1933. |
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Changes in Control
On February 17, 2026, Kevin Rodan Levy acquired 28,000,000 shares of the Company’s common stock from Andrew Gaudet pursuant to a certain Affiliate Stock Purchase Agreement dated February 17, 2026. Prior to the transaction, Mr. Gaudet was the Company’s majority shareholder. As a result of the transaction, Dr. Levy became the Company’s majority shareholder.
Following the stock purchase transaction and the issuance of 12,000,000 shares of common stock to Dr. Levy pursuant to the Asset Purchase Agreement, Dr. Levy beneficially owned approximately 40,000,000 shares of the Company’s common stock, representing approximately 71.1% of the Company’s issued and outstanding shares.
The stock purchase transaction resulted in a change in control of the Company.
Additionally, effective February 17, 2026, in connection with the change in control described above, the following individuals resigned from their positions with the Company:
| · | Andrew Gaudet resigned as Director and Chief Operating Officer; |
| · | Waqas Nakhwa resigned as Chairman, Chief Executive Officer, Chief Financial Officer, President, Secretary, and Director; |
| · | Navneet B. Tayal resigned as Director; and |
| · | Vineet Jawa resigned as Director. |
The resignations were not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.
Effective February 17, 2026, Kevin Rodan Levy was appointed as the Company’s sole Director and was also appointed as Chief Executive Officer, President, Chief Financial Officer, Secretary, and Treasurer of the Company. There are no arrangements or understandings between Dr. Levy and any other person pursuant to which he was selected as a director or officer.
Other than the foregoing, there are no arrangements, agreements, or pledges of the Company’s securities that may result in a change in control of the Company.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
The Company’s Board of Directors is currently composed of one member, Dr. Kevin Rodan Levy, who is not considered independent.
On February 17, 2026, Kevin Rodan Levy acquired 28,000,000 shares of the Company’s common stock from Andrew Gaudet pursuant to an Affiliate Stock Purchase Agreement dated February 17, 2026. Prior to the transaction, Mr. Gaudet was the Company’s majority shareholder. As a result of the transaction, Dr. Levy became the Company’s majority shareholder.
Immediately following the stock purchase transaction and the issuance of 12,000,000 shares of common stock to Dr. Levy pursuant to the Asset Purchase Agreement, Dr. Levy beneficially owned approximately 40,000,000 shares of the Company’s common stock, representing approximately 71.1% of the Company’s issued and outstanding shares.
Dr. Levy is the Company’s Chief Executive Officer, President, Chief Financial Officer, Secretary, Treasurer, and sole director, and is therefore considered a related party.
On February 17, 2026, the Company entered into an Asset Purchase Agreement with Dr. Levy, pursuant to which the Company acquired certain assets relating to an artificial intelligence-enabled healthcare technology platform. As consideration for the acquired assets, the Company issued 12,000,000 shares of its common stock to Dr. Levy.
In addition, the Company utilizes office space located at Av. Rómulo Gallegos con Av. Las Palmas, Edif. Torre Gerencial Los Andes, Caracas 1071, Venezuela, which is provided by Dr. Levy at no cost to the Company.
Other than as described above, there have been no transactions since January 1, 2024, or any currently proposed transactions, in which the Company was or is to be a participant and in which any related person had or will have a direct or indirect material interest.
The Company has not adopted formal policies or procedures for the review, approval, or ratification of related party transactions. All related party transactions are approved by the Company’s Board of Directors, which currently consists of Dr. Levy.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Audit Fees
The aggregate fees billed by the Company’s principal accountant, Beckles & Co. Inc., for professional services rendered for the audit of the Company’s annual financial statements and review of financial statements included in the Company’s quarterly reports for the fiscal years ended December 31, 2025 and 2024 were $20,000 and $20,000, respectively. These services also included fees associated with statutory and regulatory filings and engagements.
Audit-Related Fees
The aggregate fees billed by Beckles & Co. Inc. for professional services that are reasonably related to the performance of the audit or review of the Company’s financial statements, but not reported under “Audit Fees,” for the fiscal years ended December 31, 2025 and 2024 were $0 and $0, respectively.
Tax Fees
The Company did not incur any fees for tax-related services provided by Beckles & Co. Inc. during the fiscal years ended December 31, 2025 and 2024.
All Other Fees
The Company did not incur any other fees billed by Beckles & Co. Inc. for products or services during the fiscal years ended December 31, 2025 and 2024.
Pre-Approval Policies and Procedures
All services performed by Beckles & Co. Inc. were pre-approved by the Company’s Board of Directors.
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Documents filed as part of this Report.
1. Financial Statements.
The Company’s Balance Sheets as of December 31, 2025 and 2024, the Statements of Operations for the years ended December 31, 2025 and 2024, the Statements of Changes in Stockholders’ Equity for the years ended December 31, 2025 and 2024, and the Statements of Cash Flows for the years ended December 31, 2025 and 2024, together with the notes thereto and the report of Beckles & Co. Inc., the Company’s independent registered public accounting firm, as required by Item 8 of this Annual Report on Form 10-K, are included in Item 8 of this Report.
2. Financial Statement Schedules.
All financial statement schedules have been omitted because they are either not required or not applicable, or because the information required is included in the financial statements or the notes thereto.
3. Exhibits.
The following exhibits are filed as part of this Report or are incorporated herein by reference. Exhibit numbers correspond to the numbering system set forth in Item 601 of Regulation S-K.
EXHIBIT |
| DESCRIPTION |
| ||
| ||
| ||
| ||
| ||
| ||
| ||
| ||
| ||
| ||
| ||
101.INS |
| Inline XBRL Instance Document# |
101.SCH |
| Inline XBRL Taxonomy Extension Schema# |
101.CAL |
| Inline XBRL Taxonomy Extension Calculation Linkbase# |
101.DEL |
| Inline XBRL Inline XBRL Taxonomy Extension Definition Linkbase# |
101.LAB |
| Inline XBRL Inline XBRL Taxonomy Extension Labels Linkbase# |
101.PRE |
| Inline XBRL Taxonomy Extension Presentation Linkbase# |
104 |
| Cover Page Interactive Data File (Embedded within the Inline XBRL document) |
(1) Filed with the SEC on February 5, 2024 as an exhibit to the Company’s Registration Statement on Form 10-12G
(2) Filed with the SEC on August 16, 2024 as an exhibit to a Current Report on Form 8-K
(3) Filed with the SEC on February 25, 2026 as an exhibit to a Current Report on Form 8-K
* Filed herewith
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized.
Catalyst Crew Technologies Corp.
Date: May 4, 2026
| By: | /s/ Kevin Rodan Levy | |
Name: | Kevin Rodan Levy | |
| Title: | Chief Executive Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K/A has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Date: May 4, 2026 | By: | /s/ Kevin Rodan Levy |
|
| Name: | Kevin Rodan Levy |
|
| Title: | Chief Executive Officer |
|
|
| (Principal Executive Officer) |
|
Date: May 4, 2026 | By: | /s/ Carlos Pena |
|
| Name: | Carlos Pena |
|
| Title: | Chief Financial Officer |
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| 24 |
| Table of Contents |
Catalyst Crew Technologies Corp.
Index to Financial Statements
| 25 |
| Table of Contents |
Report of Independent Registered Public Accounting Firm
To the shareholders and the board of directors of Catalyst Crew Technologies, Corp.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Catalyst Crew Technologies, Corp as of December 31, 2025 and 2024, the related statements of operations, stockholders' deficit, and cash flows for the years 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 December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.
Substantial Doubt about the Company’s Ability to Continue as a 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 suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. 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 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 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 audit 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 audit 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 audit provides 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.
No matters identified in the audit were considered to be critical audit matters.
/S/
Beckles & Co. Inc. (PCAOB ID
We have served as the Company's auditor since 2024
April 15, 2026
400 Columbia Drive, Suite 101
West Palm Beach, FL 33409
Ph.561 689-4093
Fax: 954 827-0968
| F-1 |
| Table of Contents |
Catalyst Crew Technologies Corp.
(FKA BLUE CHIP TECHNOLOGIES CORP. )
BALANCE SHEETS
(Aaudited)
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ASSETS |
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Current assets |
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Cash |
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Total current assets |
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Total assets |
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LIABILITIES AND STOCKHOLDERS' DEFICIT |
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Current liabilities |
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Accounts payable and accrued liabilities |
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Notes payable - related party |
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Notes payable |
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Convertible notes payable |
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Total current liabilities |
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Total liabilities |
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Stockholders' deficit |
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Preferred stock, $ |
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Series A Preferred stock, $ |
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Series B Preferred stock, $ |
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Common stock, $ |
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Accumulated deficit |
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Total stockholders' deficit |
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Total liabilities and stockholders' deficit |
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See accompanying notes to the consolidated financial statements
| F-2 |
| Table of Contents |
Catalyst Crew Technologies Corp.
(FKA BLUE CHIP TECHNOLOGIES CORP. )
STATEMENTS OF OPERATIONS
(Audited)
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Revenue |
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Loss from operations |
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Interest expense |
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Total other expenses |
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Net loss |
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| F-3 |
| Table of Contents |
Catalyst Crew Technologies Corp.
(FKA BLUE CHIP TECHNOLOGIES CORP. )
STATEMENTS OF STOCKHOLDERS' DEFICIT
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Balance, December 31, 2023 |
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Net loss |
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Balance, December 31, 2024 |
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Net loss |
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Balance, December 31, 2025 |
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See accompanying notes to the consolidated financial statements
| F-4 |
| Table of Contents |
Catalyst Crew Technologies Corp.
(FKA BLUE CHIP TECHNOLOGIES CORP. )
STATEMENTS OF CASH FLOWS
(Audited)
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Net loss |
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Loss on acquisition of assets |
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Adjustments to reconcile net loss to net cash provided by operating activities: |
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Net cash used in continuing operating activities |
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Supplemental disclosure of cash flow information |
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See accompanying notes to the consolidated financial statements
| F-5 |
| Table of Contents |
Catalyst Crew Technologies Corp.
(FKA BLUE CHIP TECHNOLOGIES CORP.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025
NOTE 1 – NATURE OF BUSINESS AND OPERATIONS
Organization
Catalyst Crew Technologies Corp. (Blue Chip Technologies Corp.) (the “Company or “CBBB”) was incorporated in the State of Nevada on September 11, 2008. At that time the primary business of the Company was to act as a global broker for business and private jets by connecting travelers (corporations, institutions and wealthy private individuals) with executive aircraft that are independently owned and operated by third party companies or individuals. On February 5, 2015, the Company changed its name to better reflect its anticipated new business direction. The Company had received approval of its Federal Permit to distribute alcoholic beverages, which would be accomplished, through its subsidiaries, Continental Beverage Inventory and Warehousing Ltd., and promotional activities through Continental Beverage Marketing and Promotion Inc. In early 2016, the Company abandoned its activities and ceased to operate.
On March 20, 2023, the “Company entered into an Asset Purchase Agreement by and among the Company, on the one hand and JT Technologies LLC (“JTLLC”) and Nitish Sharma, an individual and the sole managing member of JTLLC, on the other hand whereby the Company acquired various big data analytics related assets from the Seller for use in the gaming and gambling industry to analyze player behavior and fraud protection, among other similar information. Collectively, al intellectual property, proprietary and non-proprietary technology, know-how, and all other assets of the seller that maybe, directly, or indirectly, applied to big data analytics in the gaming and gaming industry are referred to hereinafter as the “Acquired Assets”. In exchange for the Acquired Assets, the Company issued
On May 26, 2023, the Company changed its name to Blue Chip Technologies Corporation.
On September 18, 2023, the Company received notice of resignation from Mr. Andrew Gaudet from the positions of President, Chief Executive Officer, Treasurer, Chief Financial Officer, and Secretary. Mr. Gaudet retained his position as a member of the Company’s Board of Directors.
Effective the same day, the Company entered into an Executive Employment with Gurneet Kaur whereby Ms. Kaur agreed to serve as the Company’s Chief Executive Officer, President, Chief Financial Officer, Treasurer, Secretary, and as Chairman of the Company’s Board of Directors. On the same day, and pursuant to a Stock Purchase Agreement, Ms. Kaur acquired
On June 5, 2024, Ms. Kaur sold, by way of Stock Purchase Agreement (the “SPA”),
Additionally, on June 7, 2024, the Company received notice of resignation from Ms. Kaur from the positions of President, Chief Executive Officer, Treasurer, Chief Financial Officer, Secretary and Director of the Company. Ms. Kaur’s resignation was not the result of any disagreements between Ms. Kaur and the Company relating to the Company’s operations, policies, or practices.
Effective immediately upon the resignation of Ms. Kaur, the Company’s Board of Directors appointed Mr. Nakhwa to serve as President, Chief Executive Officer, Treasurer, Chief Financial Officer, Secretary and Chairman of the Board of Directors to serve until the next annual meeting of the Company or until his respective successor is duly appointed. Mr. Nakhwa accepted all such appointments, effective as of June 7, 2024.
| F-6 |
| Table of Contents |
On June 9, 2024, the Company entered into an Asset Transfer Agreement with Mr. Nakhwa pursuant to which Mr. Nakhwa assigned to the Company all of Mr. Nakhwa’s interest in Facial Recognition Technology (FRT) solutions and intellectual property associated therewith in exchange for $
On June 11, 2024, as a result of this change in management, the Company’s Board of Directors voted to (i) cease all prior operations of the Company involving big data analytics software for use in the gaming and financial technology industries, (ii) relinquish and disavow any and all interest in existing subsidiaries as of June 11, 2024 and (iii) amend the Company’s Articles of Incorporation to change the name of the Company to “Catalyst Crew Technologies Corp.” to more accurately reflect the Company’s new business direction. The Company will endeavor to affect the name change in near future or at such time management deems the name change appropriate. In the interim period until we affect this proposed name change, we will be operating as “Catalyst Crew Technologies.
On July 1, 2024, the Company’s Board of Directors approved a Change to its Articles of Incorporation, as amended, with the Secretary of Nevada to change the Company’s corporate name to “Catalyst Crew Technologies Corp.”
BASIS OF PRESENTATION
The accompanying consolidated financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States. Management is of the opinion that all necessary adjustments have been made to make these interim consolidated financial statements not misleading.
NOTE 2 – GOING CONCERN
The accompanying financial statements have been prepared in US dollars and in accordance with accounting principles generally accepted in the United States (“GAAP”) on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. During the year ended December 31, 2025, the Company incurred net losses of $
We are entirely dependent on our ability to attract and receive funding from either the sale of securities or outside sources such as private investment or a strategic partner. We currently have no firm agreements or arrangements with respect to any such financing and there can be no assurance that any needed funds will be available to us on acceptable terms or at all. The inability to obtain sufficient funding of our operations in the future will restrict our ability to grow and reduce our ability to continue to conduct business operations. Our failure to raise additional funds will adversely affect our business, and may require us to suspend our operations, which in turn may result in a loss to the purchasers of our common stock. If we are unable to obtain necessary financing, we will likely be required to curtail our development plans. Any additional equity financing may involve substantial dilution to our then existing stockholders.
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ significantly from those estimates.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes.
| F-7 |
| Table of Contents |
Intangible assets
The Company follows Financial Accounting Standard Board’s (FASB) Codification Topic 350-10 (“ASC 350-10”), “Intangibles – Goodwill and Other”. According to this statement, intangible assets with indefinite lives are no longer subject to amortization, but rather an annual assessment of impairment by applying a fair-value based test. Under ASC 350-10, the carrying value of assets are calculated at the lowest level for which there are identifiable cash flows.
Stock-based compensation
The Company follows the guidelines in FASB Codification Topic ASC 718-10 “Compensation-Stock Compensation”, which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors including employee stock options and employee stock purchases related to an Employee Stock Purchase Plan based on the estimated fair values.
Concentration of Credit Risk
The Company has no off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements. The Company maintains all of its cash balances with two financial institutions in the form of demand deposits.
Income Taxes
The Company’s calculation of its tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in various taxing jurisdictions. The Company recognizes tax liabilities for uncertain tax positions based on management’s estimate of whether it is more likely than not that additional taxes will be required. The Company had no uncertain tax positions as of December 31, 2025 and 2024.
Deferred income taxes are recognized in the consolidated financial statements for the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates. Temporary differences arise from net operating losses, differences in depreciation methods of archived images, and property and equipment, stock-based and other compensation, and other accrued expenses. A valuation allowance is established when it is determined that it is more likely than not that some or all of the deferred tax assets will not be realized.
The application of tax laws and regulations is subject to legal and factual interpretation, judgment and uncertainty. Tax laws and regulations themselves are subject to change as a result of changes in fiscal policy, changes in legislation, the evolution of regulations and court rulings. Therefore, the actual liability for U.S., or the various state jurisdictions, may be materially different from management’s estimates, which could result in the need to record additional tax liabilities or potentially reverse previously recorded tax liabilities. Interest and penalties are included in tax expense.
The Company includes interest and penalties arising from the underpayment of income taxes in the statements of operation in the provision for income taxes. As of December 31, 2025 and 2024, the Company had no accrued interest or penalties related to uncertain tax positions.
Earnings per share
The Company follows ASC Topic 260 to account for the earnings per share. Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation.
Revenue Recognition
The Company recognizes revenue from its contracts with customers in accordance with ASC 606 – Revenue from Contracts with Customers. The Company recognizes revenues when satisfying the performance obligation of the associated contract that reflects the consideration expected to be received based on the terms of the contract.
Revenue related to contracts with customers is evaluated utilizing the following steps: (i) Identify the contract, or contracts, with a customer; (ii) Identify the performance obligations in the contract; (iii) Determine the transaction price; (iv) Allocate the transaction price to the performance obligations in the contract; (v) Recognize revenue when the Company satisfies a performance obligation.
| F-8 |
| Table of Contents |
Fair Value of Financial Instruments
The Company measures fair value in accordance with ASC 820 - Fair Value Measurements. ASC 820 defines fair value and establishes a three-level valuation hierarchy for disclosures of fair value measurements. ASC 820 establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, ASC 820 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by ASC 820 are:
Level 1 - Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.
Level 2 - Inputs (other than quoted market prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life.
Level 3 - Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. Valuation of instruments includes unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.
As defined by ASC 820, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale, which was further clarified as the price that would be received to sell an asset or paid to transfer a liability (“an exit price”) in an orderly transaction between market participants at the measurement date
The reported fair values for financial instruments that use Level 2 and Level 3 inputs to determine fair value are based on a variety of factors and assumptions. Accordingly, certain fair values may not represent actual values of the Company’s financial instruments that could have been realized as of December 31, 2025 and 2024 or that will be recognized in the future, and do not include expenses that could be incurred in an actual settlement. The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts receivable, receivables from related parties, prepaid expenses and other, accounts payable, accrued liabilities, and related party and third-party notes payables approximate fair value due to their relatively short maturities. The Company’s notes payable approximates the fair value of such instrument based upon management’s best estimate of terms that would be available to the Company for similar financial arrangements on December 31, 2025 and 2024.
Recent Accounting Pronouncements
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. This ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. This ASU is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The amendments in this ASU should be applied retrospectively to all prior periods presented in the financial statements. The Company adopted the ASU and determined that its adoption did not have a material impact on the Company’s consolidated financial statements and related disclosures. As defined in the ASU, operating segments are components of an enterprise about which discrete financial information is regularly provided to the CODM in making decisions on how to allocate resources and assess performance for the organization. The Company operates and manages its business as one reportable and operating segment. The Company’s CODM is the Chief Executive Officer. The Company’s CODM reviews consolidated operating results to make decisions about allocating resources and assessing performance for the entire Company.
The Company does not believe that other standards, which have been issued but are not yet effective, will have a significant impact on its financial statements.
| F-9 |
| Table of Contents |
NOTE 4 – NOTES PAYABLE
Promissory notes payable as of December 31, 2025 and 2024 consists of the following:
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| F-10 |
| Table of Contents |
During the year ended December 31, 2025, the Company has issued various promissory notes amounting to $
During the years ended December 31, 2025 and 2024, the Company recorded interest expense of $
NOTE 5 – CONVERTIBLE NOTES PAYABLE
Convertible notes payable as of December 31, 2025 and 2024 consists of the following:
December 31, 2025 |
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On November 15, 2024, the Company issued
During the year ended December 31, 2025 and 2024, the Company recorded interest expense of $
NOTE 6 – RELATED PARTY TRANSACTIONS
As of December 31, 2025 and 2024, the Company had notes due to the shareholder of $
During the year ended December 31, 2025 and 2024, the Company recorded interest expense of
NOTE 7 – COMMITMENTS AND CONTINGENCIES
From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm business. Management is currently not aware of any such legal proceedings or claims that could have, individually or in the aggregate, a material adverse effect on our business, financial condition, or operating results.
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NOTE 8 – INCOME TAXES
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company recorded the valuation allowance due to the uncertainty of future realization of federal and state net operating loss carryforwards. The deferred income tax assets are comprised of the following on December 31, 2025 and 2024:
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Reconciliation between the statutory rate and the effective tax rate is as follows on December 31, 2025 and 2024:
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Effective Tax Rate Reconciliation: |
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As of December 31, 2025, the Company had net operating loss carryforwards of approximately $
The Company recognizes interest and penalties related to uncertain tax positions in general and administrative expense. As of December 31, 2025 and 2024 the Company has no unrecognized uncertain tax positions, including interest and penalties.
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NOTE 9 – STOCKHOLDERS’ EQUITY
As of December 31, 2025 and 2024, the Company had
On July 1, 2024, the Company’s Board of Directors approved a
On October 12, 2023, the Board of Directors authorize an amendment to the articles of Incorporation to specifically increase the authorized shares to One Billion (
The Series A Preferred Stock shall rank senior to all Common Stock and any other class of securities that is specifically designated as junior to the Series A Preferred Stock however, does not have the right to vote. The Series A Preferred Stock is entitled to receive dividends from the Issuance Date thereof at the annual rate of three percent (
Series B Preferred Stock shall rank senior to all Common Stock and pari passu to the Series A Preferred Stock. Each share of Series B Preferred Stock shall be convertible at the option of the Holder thereof at any time, and from time to time, from and after the One (1) Year anniversary of the Issuance Date, into a number of shares of Common Stock determined by dividing (i) the total number of Series B Preferred Shares being converted by (ii) the Conversion Price The conversion price for the Series B Preferred Stock (the “Conversion Price”) shall be equal to $
Following the expiration of the Hold Period, the Corporation shall issue to the Holders bonus shares of the Corporation’s Common Stock in such amount to be the number of Series B Preferred held by each Holder by (ii)”). The Board of Directors shall have the authority, in its discretion, to grant the Bonus Shares to the Holders. Each Bonus Share shall constitute a transfer of a restricted Common Share to the Holder, without other payment therefor, as a bonus to the Holder.
During the year ended December 31, 2025, the Company issued
NOTE 10 – SUBSEQUENT EVENTS
On February 17, 2026, the Company entered into an Asset Purchase Agreement pursuant to which the Company acquired certain assets relating to (i) an artificial intelligence-enabled healthcare analytics platform and (ii) a technology-enabled healthcare services coordination platform. In consideration for the Acquired Assets, the Company issued
The issuance of the
· Andrew Gaudet resigned as Director and Chief Operating Officer;
· Waqas Nakhwa resigned as Chairman, Chief Executive Officer, Chief Financial Officer, President, Secretary, and Director;
· Navneet B. Tayal resigned as Director; and
· Vineet Jawa resigned as Director.
Effective February 17, 2026, Kevin Rodan Levy was appointed as Sole Director of the Company; Chief Executive Officer; President; Chief Financial Officer; Secretary; and Treasurer.
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