SPST 10-Q
Superstar Platforms Inc. (SPST)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For
the Quarterly period ended
OR
For the transition period from ________ to ________
Commission
file number:
(Exact Name of Registrant as Specified in its Charter)
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
(Address of Principal Executive Offices)
Registrant’s
telephone number, including area code:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||
| OTC Markets |
Securities registered pursuant to section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files)).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company | |||
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐
Indicate
by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
At April 30, 2026, there were shares of the registrant’s common stock issued and outstanding.
Special Note Regarding Forward-Looking Statements
Unless the context clearly indicates otherwise, when used in this report “we,” “us,” “our,” “Superstar Platforms, Inc.,” the “Company,” or “our Company” refers to Superstar Platforms, Inc. and, where applicable, its subsidiaries.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (this “Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Forward-looking statements discuss matters that are not historical facts and are based on current expectations and assumptions regarding future events. Because forward-looking statements relate to future events or conditions, they may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “predict,” “project,” “forecast,” “potential,” “continue,” or similar expressions, including the negatives of those terms. These forward-looking statements appear in various places throughout this Report and include statements regarding, including without limitation, possible or assumed future results of operations; business strategies and objectives; future cash flows and liquidity; financing plans and capital requirements; plans and objectives of management; future operations and business plans; and any other statements that are not historical facts. Forward-looking statements may also appear in our other filings with the Securities and Exchange Commission, including reports on Form 8-K, in press releases, investor presentations, information posted on our website, and other public statements made by us. These forward-looking statements are not guarantees of future performance and involve risks, uncertainties, and assumptions that are difficult to predict. Many of these risks and uncertainties are outside of our control and could cause actual results to differ materially from those expressed or implied by the forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, those discussed under “Item 1A – Risk Factors” and elsewhere in this Report. Considering these risks, uncertainties, and assumptions, the events described in the forward-looking statements may not occur or may occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this Report. Except as required by applicable law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances, or otherwise.
Form 10-Q
Quarter Ended March 31, 2026
TABLE OF CONTENTS
| Item | Description | Page | ||
| PART I-FINANCIAL INFORMATION | ||||
| Item 1 | Financial Statements | 3 | ||
| Balance Sheets | 3 | |||
| Statement of Operations | 4 | |||
| Statement of Stockholders’ Equity | 5 | |||
| Statement of Cash Flows | 6 | |||
| Notes to Financial Statements | 7 | |||
| Item 2 | Management’s Discussion and Analysis of Financial Condition and Results of Operations. | 13 | ||
| Item 3 | Quantitative and Qualitative Disclosures about Market Risk. | 16 | ||
| Item 4 | Controls and Procedures | 17 | ||
| PART II-OTHER INFORMATION | ||||
| Item 1 | Legal Proceedings | 18 | ||
| Item 1A | Risk Factors | 18 | ||
| Item 2 | Unregistered Sales of Equity Securities and Use of Proceeds. | 18 | ||
| Item 3 | Defaults Upon Senior Securities. | 18 | ||
| Item 4 | Mine Safety Disclosures. | 18 | ||
| Item 5 | Other Information. | 18 | ||
| Item 6 | Exhibits | 18 | ||
| Signatures | 19 | |||
| 2 |
PART 1- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Superstar Platforms, Inc
Balance Sheets
| As of | ||||||||
| Mar 31, 2026 | Dec 31, 2025 | |||||||
(Unaudited) | (Audited) | |||||||
| Assets | ||||||||
| Current Assets | ||||||||
| Cash | $ | $ | ||||||
| Loan Receivable (L/R) | $ | $ | ||||||
| Interest Receivable | $ | $ | ||||||
| Allowance for Bad Debt | $ | ( | ) | $ | ( | ) | ||
| Total Assets | $ | $ | ||||||
| Liabilities and Stockholders’ Deficit | ||||||||
| Current Liabilities | ||||||||
| Accounts Payable | ||||||||
| Accounts Payable and Accrued Liabilities | $ | $ | ||||||
| Notes Payable (N/P) | $ | $ | ||||||
| Interest Payable & Other Payables | $ | $ | ||||||
| Due to Related Party | $ | $ | ||||||
| Total for Current Liabilities | $ | $ | ||||||
| Total for Liabilities | $ | $ | ||||||
| Stockholder’ Deficit | ||||||||
| Common stock, $ par value, shares authorized, and shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively | $ | $ | ||||||
| Additional paid in capital | $ | $ | ||||||
| Accumulated Deficit | $ | ( | ) | $ | ( | ) | ||
| Total Stockholders’ Deficit | $ | ( | ) | $ | ( | ) | ||
| Total for Liabilities and Stockholders’ Deficit | $ | $ | ||||||
| 3 |
Superstar Platforms, Inc
Statement of Operations
(Unaudited)
| For 3 Months Ended March 31 | ||||||||
| 2026 | 2025 | |||||||
| Revenues | $ | $ | ||||||
| Cost of Revenues | $ | $ | ||||||
| Gross Profit | $ | $ | ||||||
| Operating Expenses | ||||||||
| General business expenses | $ | $ | ||||||
| Professional Fees | $ | $ | ||||||
| Payroll Expenses | $ | $ | ||||||
| Other Expenses | $ | $ | ||||||
| Total Operating Expenses | $ | $ | ||||||
| Loss from Operations | $ | ( | ) | $ | ( | ) | ||
| Other Income (Expense) | ||||||||
| Other Income | $ | $ | ||||||
| Interest Income | $ | $ | ||||||
| Interest Expense | $ | ( | ) | |||||
| Total Other Expenses | $ | $ | ||||||
| Loss before Income Taxes | $ | ( | ) | $ | ( | ) | ||
| Net Loss | $ | ( | ) | $ | ( | ) | ||
| Net Loss Per Common Share: | ||||||||
| Basic and Diluted | ||||||||
| Weighted Average Number of Common Shares Outstanding: | ||||||||
| Basic and Diluted | ||||||||
| 4 |
SUPERSTAR PLATFORMS, INC
STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY
FOR THREE MONTHS ENDED MARCH 31, 2025 AND MARCH 31, 2026
(Unaudited)
| Common Stock | Additional Paid in | Common Stock | Accumulated | |||||||||||||||||||||
| Shares | Amount | Capital | Subscribed | Surplus | Total | |||||||||||||||||||
| Balance December 31, 2024 | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||
| Shares Issued During the Period | $ | $ | ||||||||||||||||||||||
| Net Loss March 31, 2025 | - | $ | ( | ) | $ | ( | ) | |||||||||||||||||
| Balance March 31, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||
| Shares Issued During the Period | $ | $ | $ | |||||||||||||||||||||
| Net Loss December 31, 2025 | $ | ( | ) | $ | ( | ) | ||||||||||||||||||
| Balance December 31, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Shares Issued During the Period | $ | $ | ||||||||||||||||||||||
| Net Loss March 31, 2026 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||
| Balance March 31, 2026 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||
| 5 |
Superstar Platforms, Inc
Statement of Cash Flows
(Unaudited)
| For 3 Months Ended March 31, | ||||||||
| Full name | 2026 | 2025 | ||||||
| OPERATING ACTIVITIES | ||||||||
| Net Income | ( | ) | ( | ) | ||||
| Adjustments to reconcile Net Income to Net Cash provided by operations: | ||||||||
| Allowance for bad debts | ||||||||
| Loan Receivable (L/R) | ( | ) | ( | ) | ||||
| Loan Receivable (L/R):Accrued Interest Receivable | ( | ) | ( | ) | ||||
| Notes Payable (N/P) | ||||||||
| Notes Payable (N/P):Interest Payable & Other Payables | ||||||||
| Payables | ||||||||
| Salaries Payable | ||||||||
| Total for Adjustments to reconcile Net Income to Net Cash provided by operations: | $ | $ | ||||||
| Net cash provided by operating activities | $ | ( | ) | $ | ( | ) | ||
| INVESTING ACTIVITIES | ||||||||
| FINANCING ACTIVITIES | ||||||||
| Additional paid in capital | ||||||||
| Common Stock | ||||||||
| Net cash provided by financing activities | $ | $ | ||||||
| NET CASH INCREASE FOR PERIOD | $ | ( | ) | $ | ||||
| Cash at beginning of period | $ | $ | ||||||
| CASH AT END OF PERIOD | $ | $ | ||||||
| 6 |
Notes to the Financial Statements
NOTE 1 –ORGANIZATION AND BUSINESS
Superstar Platforms, Inc. (“Superstar Platforms,” the “Company,” “we,” “us,” or “our”) was incorporated on March 27, 2025, under the laws of the State of Nevada. The Company is a technology-focused holding company that seeks to build, acquire, and scale businesses across multiple industries through strategic acquisitions and technology-driven platforms.
Superstar Platforms operates as the parent company of a diversified portfolio of subsidiaries and strategic initiatives. The Company’s business strategy is centered on identifying and acquiring businesses that can benefit from centralized capital resources, operational support, and technology infrastructure. Through this model, the Company intends to provide strategic capital, management expertise, and technological innovation designed to support the growth and development of its subsidiaries and operating platforms.
A key component of the Company’s strategy is the development of technology-enabled marketplaces and financial services platforms capable of generating scalable and recurring revenue streams. One of the Company’s primary initiatives is the development of PawnTrust, a digital marketplace designed to connect pawn shops and consumers through a mobile-based platform. PawnTrust is intended to enable pawn shops to digitize their inventory and facilitate borrowing, buying, and bartering transactions through an integrated online marketplace. Management believes that the PawnTrust platform has the potential to modernize and expand access to the pawn industry by providing a technology-driven solution for inventory management and consumer transactions.
In addition to its technology development initiatives, the Company currently generates revenue primarily through interest income earned on promissory notes issued to both related and unrelated parties. These lending activities are intended to support strategic relationships, provide working capital to affiliated and third-party businesses, and generate recurring interest income.
The Company’s long-term objective is to build a diversified technology and investment platform that combines strategic capital deployment, technology innovation, and disciplined acquisition strategy to create scalable operating businesses and long-term shareholder value.
The Company’s principal executive office is located in Marietta, Georgia.
NOTE 2 –GOING CONCERN
The
Company’s financial statements as of March 31, 2026 have been prepared using generally accepted accounting principles in the United
States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal
course of business. The Company has accumulated deficit of $(
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NOTE 3 –SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and are expressed in US dollars. The Company’s fiscal year-end is December 31.
New Accounting Pronouncements
There were various accounting standards and interpretations issued recently, none of which are expected to have a material impact on our financial position, operations or cash flows.
Use of Estimates and Assumptions
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.
Due to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern.
Cash and Cash Equivalents
For the purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents.
Loans Receivable
Loans receivable represent promissory notes issued to both related and non-related parties. These loans bear fixed interest rates and generally require monthly interest payments with principal due at maturity. Loans are recorded at the principal amount outstanding, net of any allowance for credit losses.
Allowance for Credit Losses
The
Company accounts for expected credit losses in accordance with ASC 326 – Financial Instruments – Credit Losses (CECL).
Management evaluates the collectability of loans receivable and records an allowance for expected credit losses based on factors
including borrower credit quality, loan concentration, economic conditions, and historical repayment experience. As of March 31, 2026,
the Company recorded an allowance for credit losses equal to approximately
Leases
The
Company accounts for leases under ASC 842, Leases.
| 8 |
Fair Value of Financial Instruments
ASC 820, “Fair Value Measurements”, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. It establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. It prioritizes the inputs into three levels that may be used to measure fair value:
Level 1
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
Level 3
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
The Company’s financial instruments consist principally of cash, accounts receivable, short-term investments, accounts payable and note payable. The respective carrying values of these financial instruments approximate their fair values. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2025. Fair values were assumed to approximate carrying values for these financial instruments as either they do not have any active market or are short term in nature and therefore their carrying amounts approximate fair value.
Income Taxes
Income taxes are determined in accordance with the provisions of ASC 740, “Income Taxes” (“ASC 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
ASC
740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial
statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be
recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax
authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has
For
the period ended March 31, 2026, the Company did
Commitments and Contingencies
The Company follows ASC 440 &ASC 450, subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies and commitments respectively. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.
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If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.
Intangible Assets – work in progress
Costs incurred during the development of a website are initially recognized as work in progress (WIP) and classified as an intangible asset on the balance sheet. Only costs directly attributable to the website development phase are capitalized. These include salaries and wages for employees directly involved, payments to external developers or consultants, software or tools specifically purchased for the project, and material hosting or domain costs incurred during the development phase. Costs not meeting the criteria for capitalization, such as research expenses, general administrative costs, and ongoing maintenance or upgrades after the website becomes operational, are expensed as incurred.
The
website remains classified as a work in progress until it is fully developed and ready for its intended use. Once completed, the accumulated
costs are transferred to intangible assets and amortized over its estimated useful life, typically ranging from
Work in progress is tested for impairment annually or whenever circumstances indicate that the carrying amount may not be recoverable. Any impairment losses identified are recognized in the income statement. Upon completion of the website, its amortization begins, reflecting the consumption of the asset’s benefits over its useful life.
Revenue Recognition
Revenue is recognized when earned at the fair value of the consideration received or receivable.
Interest
Income is recognized upon loaning the money to the customer and is accrued on a monthly basis at the rate of
Income from other investment activities is generated through various short-term alternative investment activities as seem profitable to the management and income from such activities is recognized when earned.
Market place is a digital platform for buyers and sellers. The platform’s primary performance obligation is to facilitate transactions by providing a marketplace for buyers and sellers. This includes enabling the listing of goods/services, facilitating payment processing, and providing customer support. Income is recognized on a net basis, representing only the fee or commission earned, when the platform satisfies its performance obligation by successfully facilitating the transaction. This generally occurs when the buyer’s payment is processed and the platform’s role in the transaction is complete.
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NOTE 4 –COMMON STOCK
The Company has common stock outstanding of as of April 30, 2026 and record of holders was .
NOTE 5 –LOAN RECEIVABLE
Loans
receivable represent funds advanced by the Company pursuant to executed promissory notes. The loans accrue interest monthly, are interest
only, unsecured and all mature
Total
Loans Receivable: $
NOTE 6 –ALLOWANCE FOR CREDIT LOSSES
The
Company accounts for expected credit losses in accordance with ASC 326 – Financial Instruments – Credit Losses (CECL).
Management evaluates the collectability of loans receivable and records an allowance for expected credit losses based on factors
including borrower credit quality, loan concentration, economic conditions, and historical repayment experience. As of March 31, 2026,
the Company recorded an allowance for credit losses equal to approximately
NOTE 7 –CREDIT QUALITY INDICATORS
The Company monitors borrower credit quality through payment history, borrower financial condition and compliance with loan terms. As of March 31, 2026 all loans were performing.
NOTE 8 – NONACCRUAL AND PAST DUE LOANS
The Company places loans on nonaccrual status when collection is uncertain. As of March 31, 2026 no loans were past due, impaired or on nonaccrual status.
NOTE 9 – NOTES PAYABLE
Notes
payable represent borrowings entered into by the Company to support working capital and operational needs. Notes payable bear fixed interest
rates and have defined maturity dates as outlined in the underlying agreements. As of March 31, 2026, notes payables were $
NOTE 10 – RELATED PARTY TRANSACTIONS
Certain loans receivable and notes payable involve entities affiliated with the Company’s Chief Executive Officer. These transactions are conducted pursuant to written promissory notes and formal lending agreements that specify principal amounts, interest rates, repayment terms, and other customary provisions.
The Company applies the same underwriting standards, credit evaluation procedures, and approval processes to related-party transactions as it does to loans issued to unrelated third parties. Management evaluates borrower creditworthiness, repayment capacity, and other relevant risk factors prior to extending credit.
Interest rates, repayment terms, and other contractual provisions associated with these related-party transactions are consistent with the Company’s general lending practices and are believed to be comparable to terms that would be obtained in similar transactions with unaffiliated borrowers. Management believes these transactions were entered into on commercially reasonable terms and in the ordinary course of business.
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Total
Related Party -$
NOTE 11- RESEARCH AND DEVELOPMENT
The Company incurred research and development expenses related to the development of the PawnTrust digital marketplace.
NOTE 12- INTELLECTUAL PROPERTY
The Company is developing proprietary intellectual property associated with the PawnTrust marketplace.
NOTE 13-LEASES
The
Company leases office space located in Marietta, Georgia. The lease term is twelve months, with monthly rent of $
NOTE 14 – SEGMENT REPORTING (ASC 280)
The
Company operates as
NOTE 15 -SUBSEQUENT EVENTS
The Company has evaluated other subsequent events till the date these financial statements were issued and has determined that there are no items to disclose.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
THE FOLLOWING DISCUSSION OF OUR PLAN OF OPERATION AND RESULTS OF OPERATIONS SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND RELATED NOTES TO THE FINANCIAL STATEMENTS INCLUDED ELSEWHERE IN THIS REPORT.
THIS DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS THAT RELATE TO FUTURE EVENTS OR OUR FUTURE FINANCIAL PERFORMANCE. THESE STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE OUR ACTUAL RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY THESE FORWARD-LOOKING STATEMENTS. THESE FORWARD-LOOKING STATEMENTS ARE SUBJECT TO NUMEROUS RISKS AND UNCERTAINTIES, INCLUDING OUR ABILITY TO COMMERCIALIZE NEW PRODUCTS, HIRE AND RETAIN KEY PERSONNEL, AND SECURE SUFFICIENT FUNDING TO EXECUTE OUR GROWTH PLAN. IF OUR ASSUMPTIONS REGARDING PLANNED EXPENDITURES OR REVENUE GENERATION PROVE INACCURATE, WE MAY NEED TO ADJUST OUR STRATEGIC TIMELINE OR RESOURCE ALLOCATION,WHILE WE BELIEVE THESE PATENTS PROVIDE MEANINGFUL PROTECTION FOR CERTAIN ASPECTS OF OUR TECHNOLOGY, THERE IS NO GUARANTEE THAT THEY WILL PREVENT ALL COMPETITORS FROM DEVELOPING SIMILAR PRODUCTS, FAILURE TO COMPLY WITH THE FAMILY EDUCATIONAL RIGHTS AND PRIVACY ACT (“FERPA”) COULD LIMIT OR DELAY OUR ABILITY TO DEPLOY SAFESCHOOL™ IN CERTAIN JURISDICTIONS, IMPACT CUSTOMER ADOPTION, OR EXPOSE THE COMPANY TO REGULATORY RISK AND OTHER FACTORS INCLUDE, AMONG OTHERS, THOSE LISTED UNDER “FORWARD-LOOKING STATEMENTS” AND “RISK FACTORS” AND THOSE INCLUDED ELSEWHERE IN THIS REPORT.
Overview
The issuer was incorporated in the State of Nevada in 2002 as Simplagene USA Inc. and was known by that name until 2005. The Company operated as Dinewise Inc. until March 2025 when it changed its name to Superstar Platforms Inc. Superstar Platforms, will be a leading national technology conglomerate that will control a diversified portfolio of subsidiaries across various industries. The Company’s business strategy includes the development of technology platforms, strategic capital deployment, and potential acquisitions intended to expand the Company’s operations. The Company currently owns and is developing the PawnTrust marketplace platform, which is designed to enable pawn shops to digitize inventory and facilitate borrowing, buying, and bartering transactions through a mobile-based marketplace. In addition to its platform development activities, the Company has entered into promissory note arrangements with both related and non-related parties. These notes bear fixed interest rates and represent the Company’s primary source of revenue during the current stage of operations.
As of March 31, 2026, the Company’s principal assets consist primarily of loans receivable bearing contractual interest rates and maturing on December 31, 2026. The Company accrues interest income on these notes in accordance with the terms of the underlying agreements.
The Company qualifies as a “smaller reporting company” as defined in Section 10(f) of Regulation S-K(17 C.F.R. § 229.10) as one that has a public float of less than $250 million. It has revenues of less than $100,000,000 per year.
Overview of Business
The Company operated as Dinewise Inc. until March 27, 2025 when it changed its name to Superstar Platforms Inc. Superstar Platforms, Inc owns PawnTrust. PawnTrust is a marketplace exclusively for Pawn Shops. It allows users to buy, borrow and barter through an app on their mobile phone. The marketplace is in beta testing and is slated to go live in Q3/2026. The Company utilizes a combination of shareholder capital and debt financing to fund its lending activities, generating interest income from loans receivable.
Market Outlook
The global technology sector is projected to surpass 5.5 trillion in 2026. Superstar Platforms, Inc is driven by accelerated demand for AI, cloud computing, cyber security, and fintech solutions. While macroeconomic and regulatory risks persist, well-diversified and innovative tech conglomerates are well-positioned to capitalize on digital transformation and sustained investment in technology infrastructure.
Potential Acquisitions
As an adjunct to its business strategy, the Company will also seek to identify potential acquisitions in the small lending business.
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Capital Formation
Superstar Platforms Inc.- Shareholders’ Equity Capital Formation
The issuer was incorporated in the State of Nevada in 2002 as Simplagene USA Inc. and was known by that name until 2005. The Company operated as Dinewise Inc. until March 27, 2025 when it changed its name to Superstar Platforms Inc. As of March 31, 2026, The Company was authorized to issue one billion of common stock with 182,289,904 issued and outstanding. The company did not issue any shares since the Annual Report for the period ending December 31, 2025. In 2022, the Company issued 34,000,000 shares for debt conversions. In 2023, the Company issued 13,000,000 shares for debt conversion. In 2024, the Company issued 17,000,000 for debt conversions. In 2025 the company issued 10,557,948 shares. There is no preferred stock. The Company may require additional funding for ongoing operations in the future. There is no guarantee that we will be able to raise any additional capital and have no current arrangements for any such financing.
Results of Operations
Revenue
For the quarter ended March 31, 2026, the Company generated total revenue of $0, compared to $18,900 for the year quarter ended March 31, 2025. The decrease was a re-classification of revenue to other income.
Operating Expenses
Operating expenses totaled $(141,877) for the quarter ended March 31, 2026, compared to $(100,090) for quarter ended March 31, 2025, an increase of $47,787 or 41.75%. The reason for the increase was bad debt expense which is explained in allowance for Credit Losses.
Net Profit
The Company recorded a net loss of $44,674 for the quarter ended March 31, 2026, compared to a net loss of $81,190 for the quarter ended March 31, 2025, an decrease of $36,516, or 44.98%. The decrease in net loss was attributable to interest income. .
The following table summarizes the results of our operations for quarter ended March 31, 2026 and March 31, 2025, respectively, and provides information regarding the dollar and percentage increase or (decrease) from the current year to the prior year:
| Line item | 3/31/26 | 3/31/25 | Increase/Decrease | % Increase/Decrease | ||||||||||||
| Revenue | $ | 0 | $ | 0.00 | $ | 0 | ||||||||||
| Operating Expenses | $ | (141,877 | ) | $ | (100,090 | ) | $ | 47,787 | 41.75 | % | ||||||
| Net Profit | $ | (44,674 | ) | $ | (81,190 | ) | $ | 36,516 | 44.98 | % | ||||||
| Loss Per Share | $ | 0.00025 | $ | 0.00046 | $ | .00021 | 45.65 | % | ||||||||
Liquidity and Capital Resources
The Company’s primary sources of liquidity consist of cash on hand, proceeds from financing activities, and collections of principal and interest from loans receivable.
The Company generates revenue primarily through interest income earned on its loan portfolio. Management expects that collections of interest and principal from loans receivable, together with future financing activities, will provide sufficient liquidity to support the Company’s operating activities and lending operations. Historically, we have depended on equity offerings and loans from our principal shareholders and their affiliated companies to provide us with working capital as required. the Company funded its lending activities and operations primarily through a combination of equity issuances and borrowings under promissory note agreements. As of March 31, 2026, the Company had $2,685,670 in notes payable, which were used primarily to fund a potential acquisition as well as provide working capital to fund loans issued to various borrowers under promissory note agreements. There is no guarantee that such funding will be available when required and there can be no assurance that our stockholders, or any of them, will continue making loans or advances to us in the future.
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Management continuously evaluates capital needs and may seek additional financing through debt or equity issuances in order to expand lending activities, fund strategic acquisitions, or support the development of the PawnTrust digital marketplace.
As of March 31, 2026, and December 31, 2025, we had total assets of $2,967,967 and $2,817,823 respectively. working capital of $(1,316,453) and $(1,296,177) and an accumulated deficit of $(1,879,708) and $(1,835,034) and respectively. Our operating activities used $25,473 in cash for the three months ending March 31, 2026, compared to net cash used in operations of $16,090 for the three months ended March 31, 2025.
As of March 31, 2026, and December 31, 2025, the Company had an outstanding loan balance of $307,674 from a related party. The note was due on December 31, 2021 and will accrue interest until paid off. The Company finances a portion of its lending activities through notes payable, which totaled $2,685,670 as of March 31, 2026. These borrowings are used primarily to fund the Company’s loan receivable portfolio and provide working capital for operations. The Company generates revenue through the interest spread between the cost of borrowed funds and the interest earned on loans issued to borrowers. As of March 31, 2026 the loan receivable balance was $2,604,239. which contributes to interest income recognized in the Company’s statement of operations. These loans generally bear interest at an annual rate of approximately 24% and are documented through promissory note agreements. Management expects that collections of principal and interest from these receivables will contribute to the Company’s liquidity and support its ongoing operations. The Company evaluates its loan portfolio on an ongoing basis and maintains an allowance for credit losses in accordance with ASC 326 to reflect potential credit risk associated with its lending activities.
Credit Risk Management
The Company monitors credit risk associated with its loan portfolio on an ongoing basis. Management evaluates borrower payment performance, financial condition, and compliance with loan agreements. As of March 31, 2026, all loans were current and performing in accordance with their contractual terms. The Company has established an allowance for credit losses consistent with the guidance under ASC 326 to address potential future credit losses.
Off Balance Sheet Arrangements
The company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity or capital expenditures or capital resources that are material to an investor in our securities.
Inflation
Our business and operating results are affected in material ways by inflation. Periods of high rates of unemployment and other downturns in the economy lead to increases in revenue but can also have increased defaults on loans when the economy is down.
Critical Accounting Policies
The Securities and Exchange Commission issued Financial Reporting Release No. 60, “Cautionary Advice Regarding Disclosure About Critical Accounting Policies” suggesting that companies provide additional disclosure and commentary on their most critical accounting policies. In Financial Reporting Release No. 60, the Securities and Exchange Commission has defined the most critical accounting policies as the ones that are most important to the portrayal of a company’s financial condition and operating results, and require management to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. The nature of our business generally does not call for the preparation or use of estimates.
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New Accounting Pronouncements
In November 2023, the Financial Accounting Standards Board (“FASB”) issued a new standard to improve reportable segment disclosures. The guidance expands the disclosures required for reportable segments in our annual and interim consolidated financial statements, primarily through enhanced disclosures about significant segment expenses. The standard will be effective for us beginning with our annual reporting for fiscal year 2025 and interim periods thereafter, with early adoption permitted. We are currently evaluating the impact of this standard on our segment disclosures.
In December 2023, the FASB issued a new standard to improve income tax disclosures. The guidance requires disclosure of disaggregated income taxes paid, prescribes standardized categories for the components of the effective tax rate reconciliation, and modifies other income tax-related disclosures. The standard will be effective for us beginning with our annual reporting for fiscal year 2026, with early adoption permitted. We are currently evaluating the impact of this standard on our income tax disclosures.
In November 2024, the FASB issued a new standard to expand disclosures about income statement expenses. The guidance requires disaggregation of certain costs and expenses included in each relevant expense caption on our consolidated income statements in a separate note to the financial statements at each interim and annual reporting period, including amounts of purchases of inventory, employee compensation, depreciation, and intangible asset amortization. The standard will be effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. We are currently evaluating the impact of this standard on our disclosures.
Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force) and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.
Revenue Recognition
Interest income is recognized in accordance with the contractual terms of promissory notes and applicable accounting guidance. Management periodically reviews its estimates and assumptions. Actual results may differ from these estimates.
Allowance for Credit Losses
The Company accounts for expected credit losses on loans receivable in accordance with ASC 326 – Financial Instruments – Credit Losses (CECL). As of March 31, 2026, the Company recorded an allowance for credit losses equal to approximately 3% of outstanding loan balances. Management determined this allowance based on factors including, the unsecured nature of most loans, borrower concentration, maturity concentration of the loans, historical repayment experience and current economic conditions. Actual credit losses may differ from management’s estimates. These credit losses are expensed on the company’s statement of operations.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a “smaller reporting company,” we are not required to provide the information required by this Item.
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ITEM 4- CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As required by Rule 13a-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this quarterly report March 31, 2026. This evaluation was carried out by our Chief Executive Officer.
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company’s reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Based upon that evaluation, including our Chief Executive Officer, we have concluded that our disclosure controls and procedures were ineffective as of the end of the period covered by this report due to a material weakness in our internal control over financial reporting, which is described below.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934). Management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2025 based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. As a result of this assessment, management concluded that, as of March 31, 2026, our internal control over financial reporting was not effective. Our management identified the following material weaknesses in our internal control over financial reporting, which are indicative of many small companies with small staff: (i) inadequate segregation of duties and effective risk assessment. and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.
We plan to take steps to enhance and improve the design of our internal control over financial reporting. During the period covered by this quarterly report on Form 10-Q, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we hope to implement the following changes during our fiscal year ending December 31, 2026: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out in (i) and (ii) are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.
To a certain extent, the size of our operation provides inherent checks and balances relative to internal controls: Because of our limited staff size and the integration of our executives and directors in operations, the prospect for significant internal control failures resulting in unreliable financial statements or worse is remote. Regardless, we recognize the importance of multiple layers of reporting and controls and are working toward improving our capabilities.
Changes in Internal Control over Financial Reporting
There was no change in the Company’s internal control over financial reporting that occurred during the Company’s most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART 2- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, the Company may be involved in various legal proceedings and claims arising in the ordinary course of business. As of the date of this report, the Company is not a party to any material legal proceedings, and management is not aware of any pending or threatened legal proceedings that could have a material adverse effect on the Company’s financial condition, results of operations, or cash flows.
ITEM 1A. RISK FACTORS
Risk factors associated with our business are contained in Item 1A, “Risk Factors,” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on May 15, 2026. There have been no material changes from the risk factors disclosed in the aforementioned filings.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
There were no sales unregistered sales of equity securities this period.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
The Company has no senior securities, but has outstanding instruments previously characterized as unsecured convertible debentures. These instruments are not senior to any other Company obligation. A Company insider holds the note. The original note was $270,000 but the principal as of March 31, 2026 was 307,674.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
Nothing to add.
ITEM 6. EXHIBITS
EXHIBIT INDEX
| Exhibit | Description | |
| 31.1 | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act. | |
| 31.2 | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act. | |
| 32.1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 32.2 | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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 report to be signed on its behalf by the undersigned, thereunto duly authorized.
| SUPERSTAR PLATFORMS, INC | ||
| By: | /s/ MICHAEL FARR | |
| Michael Farr | ||
| Chief Executive Officer | ||
| Date: | May 15, 2026 | |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on May 15, 2026 on behalf of the registrant and in the capacities indicated.
| Signature | Title | |
| /s/ MICHAEL FARR | Chief Executive Officer and Director | |
| Michael Farr | (Principal Executive Officer) | |
| /s/ MICHAEL FARR | Chief Financial Officer | |
| Michael Farr | (Principal Financial Officer and Principal Accounting Officer) | |
| /s/ CHRISTINA FARR | Director | |
| Christina Farr |
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