NetBrands Corp.
For the period ended Sep 30, 2025. Filed Nov 4, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 4, 2025
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What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-07-31.
0001641172-25-021670
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-04.
0001493152-25-020723
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 48 previous paragraphs and 55 current paragraphs.
31 unchanged; 13 reworded; 11 added; 4 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (11)
Current report
We operate through diversified subsidiaries with the Company entering industrial-scale crypto mining operations through procurement of next generation mining equipment (ASICs) and seeks for M&A and JV opportunities in the blockchain sector, particularly within digital and Web 3.0 verticals and strategically expanding its reach with a strong emphasis on the rapidly growing Web 3.0 segment.
Current report
On July 15, 2025 the Company announced that it pivoted to become a blockchain infrastructure business focused on cryptocurrency mining, digital asset treasury (DAT) management, and related blockchain technology initiatives.
Current report
On July 16, 2025 the Company formed a wholly owned Wyoming subsidiary under the name DigiHash LLC.
Current report
The Company has purchased 10 ASIC miners consisting of Bitmain S21+ on July 17 th. Following the purchase of the initial batch of ASIC miners the company announced on July 22 nd that it had signed a hosting agreement with Simple Mining LLC to host its fleet of miners. As of July 30 th, all miners were plugged in and hashing at full capacity. To accurately represent its business shift and evolution into blockchain the company undergoes and updated logo for more enhanced identity. August 25 th the company unveils innovative crypto forward website leading the way in digital Web 3.0
Current report
Cryptocurrency Mining Facility
Current report
The Company currently mines out of Cedar Falls Iowa with 2.5 petahash processing power which is equivalent to 2.5 quadrillion hashes per second and plans to develop a 5-megawatt (MW) Bitcoin mining facility, with a proposed location in Iowa, due to the availability of relatively low-cost electricity and environmental conditions favorable for equipment cooling. As of the date of this filing, the Company has started a dialogue with our current partner Simple Mining LLC about identifying, securing, and negotiation for a site development and proforma costs for our own facility. The Company is evaluating potential locations and related financial feasibility before committing to procurement or construction activities.
Current report
The planned facility would be custom-designed with ventilation and cooling systems to support mining hardware performance and longevity, and would connect to the local power grid as its primary electricity source. The Company intends to use Application-Specific Integrated Circuit (ASIC) miners, with hybrid diversification of Bitmain S21+ and Bitmain L9 for arbitrage and higher profitability, designed to mine cryptocurrencies using the SHA-256 algorithm and Scrypt miners, such as Bitcoin.
Current report
Each ASIC S21+ miner consumes approximately 3,877 watts at full capacity. Ten units would consume roughly 1292 kilowatt-hours per day. Based on an average industrial electricity rate of $0.07 per kilowatt-hour in Iowa, estimated operating costs for ten miners would be approximately $56.60 per day, or $1,698 per month.
Current report
The Company’s internal estimates suggest that, under current Bitcoin prices, electricity rates, and depreciation assumptions, each Antminer S21+ miner could generate approximately $6.75 in net daily earnings, with a projected investment break-even period of 1.5 years. These estimates are based on assumptions that may not prove accurate, and there is no assurance that the operation will achieve break-even or attain any profitability.
Current report
We have strategically repositioned the Company to become a blockchain infrastructure business focused on cryptocurrency mining, digital asset treasury (DAT) management, and related blockchain technology initiatives.
Current report
On October 29, 2025, we entered into an ELOC and RRA with Trillium for the purchase by Trillium of up to $10,000,000 of our common stock, subject to various conditions.
Removed paragraphs (4)
Previous report
We operate through diversified subsidiaries with merger and acquisition interest in acquiring ecommerce assets as well as private businesses in various verticals which may include health, wellness, beauty sectors as well as digital app and asset space which could include web 3.0 applications. As a result of numerous events described throughout this Report, we have not generated any revenue since December 31, 2023. We are currently undergoing internal transformation and we seek to enhance shareholder value by acquiring income producing businesses and assets as our operating subsidiaries.
Previous report
During 2024 we incurred a significant loss of revenue due to the supply, shipping and logistic issues, transitioning from a public warehouse to our own warehousing facility, and the significant loss of revenue on a product with eight SKUs that was produced in Russia that is no longer available to us. Without having an adequate amount of inventory on hand to fulfill existing and future orders, and our lack of sufficient liquidity, our ability to conduct future business with our customers is materially impaired. We are currently seeking new lines of business, new sources of liquidity and an acquisition target. If we are unsuccessful in our efforts to raise capital it will have a material adverse impact on our Company on our ability to remain a going concern.
Previous report
During 2024 we incurred a significant loss of revenue due to the supply, shipping and logistic issues, transitioning from a public warehouse to our own warehousing facility, and the significant loss of revenue on a product with eight SKUs that was produced in Russia that is no longer available to us. Without having an adequate amount of inventory on hand to fulfill existing and future orders, and our lack of sufficient liquidity, our ability to conduct future business with our customers is materially impaired. We are currently seeking new lines of business, new sources of liquidity and an acquisition target. If we are unsuccessful in our efforts to raise capital it will have a material adverse impact on our Company on our ability to remain a going concern.
Previous report
Trillium funding commitment
Reworded paragraphs (13)
Previous wording
Going forward, we intend to seek, investigate and, if such investigation warrants, engage in a business combination with a private entity whose business presents an opportunity for our shareholders. We will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business. Further, we may acquire or combine with a venture that is in its preliminary or early stages of development, one that is already in operation, or one that is in a more mature stage of its corporate existence. Accordingly, business opportunities may be available in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities difficult and complex. The analysis of new business opportunities will be undertaken by or under the supervision of our executive officers and directors, none of whom is a business analyst. Therefore, it is anticipated that outside consultants or advisors may be utilized to assist us in the search for and analysis of qualified target companies.
Current wording
Going forward, we intend to seek, investigate and, if such investigation warrants, engage in a business combination with a private entity whose business presents an opportunity for our shareholders. We will not restrict our potential candidate target companies within the digital and web 3.0 industry or geographical location and, thus, may acquire these type of business. Further, we may acquire or combine with a venture that is in its preliminary or early stages of development, one that is already in operation, or one that is in a more mature stage of its corporate existence. Accordingly, business opportunities may be available at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities difficult and complex. The analysis of new business opportunities will be undertaken by or under the supervision of our executive officers and directors, none of whom is a business analyst. Therefore, it is anticipated that outside consultants or advisors may be utilized to assist us in the search for and analysis of qualified target companies.
Previous wording
Sales for the three months ended June 30, 2025, were $-0- compared to sales of $-0- for the three months ended June 30, 2024 . We have not generated any sales since the year ended December 31, 2023.
Current wording
Mining revenue for the three months ended September 30, 2025, were $7,110 compared to sales of $-0- for the three months ended September 30, 2024 .
Previous wording
Operating expenses for the three months ended June 30, 2025 were $-0- compared to $548,761 during the same three months ended June 30, 2024. The material decrease in expenses is attributable to the lack of revenue in the 2025 period.
Current wording
Operating expenses for the three months ended September 30, 2025 were $454,917 compared to $52,122 during the same three months ended September 30, 2024. The material increase in expenses is attributable to our strategically repositioning the Company to become a blockchain infrastructure business focused on cryptocurrency mining, digital asset treasury (DAT) management, and related blockchain technology initiatives in the 2025 period.
Previous wording
Other income (expense) is comprised solely of interest expense and a loss on the extinguishment of debt related to our fundings. Other expense was $23,616 for the three months ended June 30, 2025, compared to $4,584 in other expense during the three months ended June 30, 2024.
Current wording
Other income (expense) is comprised solely of interest expense and a loss on the extinguishment of debt related to our fundings. Other expense was $755,916 for the three months ended September 30, 2025, compared to $56,239 in other expense during the three months ended September 30, 2024.
Previous wording
As a result of the foregoing, we recorded a net loss of $23,616 or $(0.00) per share for the three months ended June 30, 2025, compared to a loss of $553,345 or $(0.03) per share for the three months ended June 20, 2024.
Current wording
As a result of the foregoing, we recorded a net loss of $1,207,179 or $(0.02) per share for the three months ended September 30, 2025, compared to a loss of $56,239 or $(0.00) per share for the three months ended September 30, 2024.
Previous wording
Comparison of Results of Operations for the Six Months Ended June 30, 2025 and 2024
Current wording
Comparison of Results of Operations for the Nine Months Ended September 30, 2025 and 2024
Previous wording
Sales for the six months ended June 30, 2025, were $-0- compared to sales of $-0- for the six months ended June 30, 2024 . We have not generated any sales since the year ended December 31, 2023.
Current wording
Sales for the nine months ended September 30, 2025, were $7,110 compared to sales of $-0- for the nine months ended September 30, 2024 .
Previous wording
Operating expenses for the six months ended June 30, 2025 were $6,191 compared to $739,871 during the same six months ended June 30, 2024. The material decrease in expenses is attributable to limited expenses is due to the lack of revenue in the 2025 period.
Current wording
Operating expenses for the nine months ended September 30, 2025 were $461,108 compared to $791,991 during the same nine months ended September 30, 2024. The material decrease in expenses is attributable to limited expenses is due to the lack of revenue in the 2025 period offset by our strategically repositioning the Company to become a blockchain infrastructure business focused on cryptocurrency mining, digital asset treasury (DAT) management, and related blockchain technology initiatives.
Previous wording
Other income (expense) is comprised solely of interest expense and a loss on the extinguishment of debt related to our fundings. Other expense was $120,471 for the six months ended June 30, 2025, compared to $233,100 in other expense during the six months ended June 30, 2024.
Current wording
Other income (expense) is comprised solely of interest expense and a loss on the extinguishment of debt related to our fundings. Other expense was $876,387 for the nine months ended September 30, 2025, compared to $237,217 in other expense during the nine months ended September 30, 2024.
Previous wording
As a result of the foregoing, we recorded a net loss of $126,662 or $(0.00) per share for the six months ended June 30, 2025, compared to a loss of $972,972 or $(0.03) per share for the six months ended June 20, 2024.
Current wording
As a result of the foregoing, we recorded a net loss of $1,333,841 or $(0.02) per share for the nine months ended September 30, 2025, compared to a loss of $1,029,210 or $(0.05) per share for the nine months ended September 30, 2024.
Previous wording
As of June 30, 2025, we had $-0- in cash, compared to $-0- in cash as of December 31, 2024.
Current wording
As of September 30, 2025, we had $8,140 in cash, compared to $-0- in cash as of December 31, 2024.
Previous wording
Net cash used in operating activities decreased to $-0- in the six months ended June 30, 2025, compared to $187,172 in the six months ended June 30, 2024. The decrease in cash used in operating is primarily due to changes in balance sheet accounts and reduced activities at the Company.
Current wording
Net cash used in operating activities decreased to $131,219 in the nine months ended September 30, 2025, compared to $182,111 in the nine months ended September 30, 2024. The decrease in cash used in operating is primarily due to changes in balance sheet accounts and the strategic repositioning of our business focus.
Previous wording
Net cash provided by financing activities was $-0- during the six months ended June 30, 2025, compared to $186,980 of net cash provided by financing activities in the six months ended June, 2024. The decrease in net cash provided in the six-month period ended June 30, 2025, as compared to the same period in 2024, is primarily due to lower proceeds from notes and loans payable.
Current wording
Net cash provided by financing activities was $175,919 during the nine months ended September 30, 2025, compared to $181,107 of net cash provided by financing activities in the nine months ended September 30, 2024. The decrease in net cash provided in the nine-month period ended September 30, 2025, as compared to the same period in 2024, is primarily due to lower proceeds from notes and loans payable.