Balance Labs, Inc.
For the period ended Dec 31, 2025. Filed Apr 10, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Apr 10, 2026
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What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-04-15.
0001641172-25-004842
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-04-10.
0001493152-26-016088
Item 7. 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 63 previous paragraphs and 32 current paragraphs.
3 unchanged; 1 reworded; 28 added; 59 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 3 previous and 1 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 (28)
Current report
Balance Labs, Inc. (the Company) is a digital asset advisory firm providing consulting services to institutions navigating the digital asset economy. The Company intends to establish a rules-based digital asset corporate treasury, subject to availability of sufficient capital. Advisory engagements include both retainer-based and project-based arrangements. During the year ended December 31, 2025, the Company generated approximately $6,000 in revenue from advisory services provided in the fourth quarter. The Company recognized approximately $40,000 in advisory revenue during the first quarter of fiscal year 2026.
Current report
Year Ended December 31, 2025 compared to Year Ended December 31, 2024:
Current report
Revenue increased to $6,000 in 2025 from $0 in 2024 as the Company launched advisory service offerings in Q4 2025. Revenue of $6,000 was generated from advisory services.
Current report
Operating expenses increased to $13,111,607 in 2025 from $271,285 in 2024, primarily due to a substantial increase in salaries and wages to $12,893,767 from $186,004 in the prior year. The increase was driven by non-cash stock-based compensation of $12,700,399 recognized in connection with the following share issuances:
Current report
In August 2025, the Company appointed Alan Campbell as Chief Executive Officer under an employment agreement providing for an annual salary of $350,000 and an initial equity grant of 780,264 shares of common stock (3.6% of fully diluted common stock), vesting over three years. The Company recognized $479,100 of expense related to this grant during 2025 under the graded vesting method.
Current report
In connection with the November 2025 debt-to-equity conversion and additional equity transactions the Company issued an aggregate of 6,823,847 shares of common stock to officers, directors, and service providers in consideration of services rendered, valued at $1.57 per share.
Current report
As a result of the foregoing issuances and the debt conversion, the anti-dilution provision in Mr. Campbell’s employment agreement was triggered, resulting in the issuance of an additional 906,420 shares of common stock to Mr. Campbell at $1.57 per share, or $1,423,079 of stock-based non-cash compensation expense. In total, 1,686,684 shares were issued to Mr. Campbell during 2025.
Current report
Professional fees were $199,042 compared to $71,634 in 2024, and general and administrative expenses were $18,798 compared to $13,647 in 2024.
Current report
Unrealized losses on marketable securities increased to $43,845 in 2025 from $25,536 in 2024, reflecting changes in the value of the Company holdings of NextNRG shares. At December 31, 2025, the Company owned 26,573 shares of NextNRG Inc. (formerly known as EZFill Holdings, Inc.) with a fair value of $38,531, reported on the balance sheet as Marketable securities — related party. Michael Farkas, the Company’s Chairman, beneficially owns approximately 49% of the outstanding common stock of NextNRG Inc.
Current report
Interest expense decreased to $205,900 in 2025 from $231,402 in 2024 as the Company converted substantially all of its debt obligations in November 2025. The Company recognized a gain of $127,579 on the settlement of accounts payable related to prior legal fee obligations.
Current report
Debt-to-Equity Conversion and Non-Cash Charges
Current report
On November 5, 2025, the Company completed a comprehensive debt-to-equity conversion, converting $2,595,900 in principal and $1,571,105 in accrued interest (totaling $4,167,005) into 16,667,788 shares of common stock at a conversion price of $0.25 per share. Because the fair market value of the Company’s common stock on the conversion date was $1.57 per share, the Company recognized a non-cash loss on settlement of debt of $16,595,746, representing the difference between the fair value of the shares issued and the carrying value of the debt extinguished. This loss is entirely non-cash in nature and does not represent any cash outflow or operational expenditure by the Company.
Current report
This one-time conversion was a transformative event that eliminated substantially all of the Company’s outstanding debt obligations, significantly strengthening its balance sheet. As a result of the conversion, the Company’s total liabilities decreased from $5,166,681 at December 31, 2024 to $3,773,845 at December 31, 2025, while total stockholders’ deficit improved from $(5,071,106) to $(3,376,339).
Current report
In connection with the CEO employment agreement entered into in August 2025, the Company recorded a derivative liability of $3,425,796 related to an anti-dilution provision. At December 31, 2025, the derivative liability was remeasured using a Monte Carlo simulation model, resulting in a gain of $1,480,990, reflecting a decrease in the estimated fair value of the obligation. The derivative liability had a carrying value of $1,944,806 as of December 31, 2025 (see Note 11).
Current report
Total other expense, net, was $18,662,718 in 2025 compared to $256,938 in 2024. The increase was driven by the non-cash loss on settlement of debt of $16,595,746 and the initial recognition of the derivative liability of $3,425,796, partially offset by the gain on remeasurement of the derivative of $1,480,990 and the gain on settlement of accounts payable of $127,579.
Current report
Net Loss
Current report
Net loss for the year ended December 31, 2025 was $31,768,325 compared to $528,223 for the year ended December 31, 2024. The increase of $31,240,102 was predominantly attributable to non-cash charges, including:
Current report
● Stock-based compensation: $12,700,399
Current report
● Loss on settlement of debt: $16,595,746
Current report
● Loss on initial recognition of derivative: $3,425,796
Current report
● Gain on remeasurement of derivative: ($1,480,990)
Current report
In the aggregate, non-cash charges totaled $31,240,951 for the year ended December 31, 2025. Excluding these non-cash items, the Company’s cash-basis operating loss was approximately $527,000, consistent with the prior year. Management believes these non-cash charges reflect one-time balance sheet restructuring events that do not reflect the Company’s ongoing operational performance or cash requirements.
Current report
At December 31, 2025, the Company had cash of $358,975 compared to $13,199 at December 31, 2024, representing an increase of $345,776, or approximately 27 times the prior year balance. During the year ended December 31, 2025, the Company used $257,024 of cash in operating activities, a modest amount relative to the scale of business activity during the period. Financing activities provided cash of $602,800, consisting of $84,800 from advances from a related party (MF), $18,000 from a note payable to a related party (MF), and $500,000 from The Farkas Group in the form of two $250,000 promissory notes.
Current report
At December 31, 2025, the Company had total liabilities of $3,773,845 compared to $5,166,681 at December 31, 2024, a reduction of $1,393,836 or 27%. The reduction reflects the November 2025 debt-to-equity conversion, which eliminated substantially all of the Company’s legacy debt obligations. Remaining debt obligations at December 31, 2025 consist of the Chase Mortgage of approximately $25,000, related party debt of approximately $518,000, and accrued interest and other liabilities.
Current report
Stockholders’ deficit at December 31, 2025 was $(3,376,339) compared to $(5,071,106) at December 31, 2024, an improvement of $1,694,767. While the Company has an accumulated deficit of $(37,651,646) at December 31, 2025, the deficit is substantially comprised of non-cash charges, as summarized below:
Current report
These non-cash charges represent balance sheet restructuring and equity compensation events rather than operational cash losses. The Company continues to operate with a stockholders’ deficit position.
Current report
Going Concern
Current report
The Company has an accumulated deficit of $(37,651,646) at December 31, 2025 and stockholders deficit of $(3,376,339). The Company reported a net loss of $31,768,325 for the year ended December 31, 2025. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate revenue from its advisory services, obtain additional capital through equity or debt financings, and reduce operating expenses. Management intends to pursue these strategies; however, there is no assurance that the Company will be able to successfully implement these plans.
Removed paragraphs (59)
Previous report
Our plan is to prepare our clients for the many inevitable challenges they will encounter and to develop a customized plan for them to overcome these obstacles, so that they can focus on marketing their product(s) and/or service(s) to their potential customers.
Previous report
Although we’ve only worked with three clients since inception, our goal is to add and service a minimum of two to three new clients between now and the end of 2025. We’re marketing our services through both personal contact and online by (a) mining our existing network of professional contacts via personal outreach programs, which will also target international prospects that may wish to enter the US market; (b) expanding our network by attending targeted conferences and professional gatherings; and (c) utilizing our website at www.balancelabs.co, plus engaging potential clients on social media, including LinkedIn, Facebook and Twitter. However, because we have a limited budget allocated for an on-line marketing campaign, we anticipate that professionals within our professional network and personal referrals from companies that are satisfied with our professional services are likely to be our most significant and efficient near-term form of marketing.
Previous report
We believe that we can support our clients with our existing full-time staff, supplemented with part-time sub-contracted professionals and service providers, as necessary. Between now and the end of 2025, we intend to formalize our relationships with these subcontractors so that we can offer our clients turn-key business development products and services.
Previous report
The Company incorporated or formed nine subsidiaries since 2016: Balance Labs, LLC, Balance AgroTech Co., Advanced AutoTech Co., Balance Cannabis Co., Balance Medical Marijuana Co. Krypto Ventures Inc, formerly known as KryptoBank Co., a former subsidiary. Except for Krypto Ventures Inc., formerly known as KryptoBank Co. all of the subsidiaries are wholly owned by the Company. On July 29, 2021, the Company exchanged 52,500,000 shares of common stock in Krypto Ventures, Inc. for 119,584,736 shares of common stock in Descrypto Holdings, Inc. (“Descrypto”) (formerly W Technologies Inc.), an unrelated party in a Share Exchange Agreement. As a result, Krypto Ventures, Inc was deconsolidated and is no longer our subsidiary.
Previous report
In November 2018, the Company acquired a non-controlling minority interest in a new startup company, iGrow Systems, Inc. As of December 31, 2024, this investment has no value based on the equity method of accounting. iGrow Systems, Inc., was developing a plant growing device for home use. iGrow Systems Inc has closed and is no longer in operations.
Previous report
The Company owned a majority interest in Krypto Ventures Inc, formerly known as KryptoBank Co. On July 29, 2021, the Company exchanged 52,500,000 shares of common stock in Krypto Ventures, Inc. for 119,584,736 shares of common stock in W Technologies Inc. (“W Tech”), an unrelated party in a Share Exchange Agreement. As of December 31, 2024, the investment had a fair value of $0, due to the stock being illiquid, and it is recorded on our consolidated balance sheet using the equity method. On November 17, 2021, W Tech repurchased all the shares owned by the Company and the Company no longer owns any portion of Krypto Ventures Inc.’s or W Tech’s outstanding shares of common stock.
Previous report
On December 2, 2020, the Company received 1,000,000 shares from NextNRG Inc. (Formerly known EZFill Holdings, Inc), a related party, for past services, with each share valued at $1 each. At the time of acquiring these shares, NextNRG, Inc. (Formerly known as EZFill Holdings, Inc.) was not a publicly traded company.
Previous report
On September 14, 2021, the S-1 Registration Statement for NextNRG, Inc. (Formerly known as EZFill Holdings, Inc.) was declared effective by the U.S. Securities and Exchange Commission. As a result of becoming a publicly traded company, our investment is now recorded at fair value as available-for-sale securities on December 31, 2024, with the gains and losses being recorded through other income on the consolidated statements of operations for the year ended December 31, 2023 and 2024.
Previous report
On November 18, 2020, the Company executed a two (2) year, third-party consulting agreement with NextNRG, Inc. (Formerly known as EZFill Holdings, Inc.) for various corporate services. The current service agreement has expired effective November 18, 2022. In connection with this agreement, and with the effectiveness of the Company’s Form S-1 registration statement, the Company was entitled to compensation as follows:
Previous report
● 1,000,000 shares of common stock having a fair value of $1,000,000 ($1.00/share), each based on a recent cash price of the related party,
Previous report
● and a one time payment of $200,000 upon completion of the Company’s IPO.
Previous report
● during the first year of the agreement, $25,000 per month, with the 1 st payment due 30 days after the completion of the Company’s IPO,
Previous report
● during the second year of the agreement, $22,500 per month, and
Previous report
● on each anniversary of the agreement, 500,000 shares of common stock.
Previous report
At December 31, 2024, the Company owned 26,573 shares after a reverse stock split adjustment of 1 for 3.763243, a reverse stock split adjustment of 1 for 8, and a reverse stock split adjustment of 1 for 2.5. The fair value of the investment in NextNRG, Inc. (Formerly known as EZFill Holdings, Inc.) was reported on the balance sheet as Investment at fair value - related party totaling $82,376 ($3.10/share). The Company recorded an adjustment of ($25,536) for the twelve months ending December 31, 2024, as unrealized loss on securities.
Previous report
On January 29, 2021, the Company received 20% ownership of Pharmacy No. 27, Ltd, a company based in Israel, as part of a Note Receivable from a third party (see Note 5). As of December 31, 2024, the investment has a fair value of $0, based upon the quoted closing trading price and it is recorded on our consolidated balance sheet using the equity method. In addition, the interest receivable associated with this note has fully been reserved in the amount of $21,958 as of December 31, 2024.
Previous report
Our primary requirement for funding is for working capital in order to accommodate temporary negative cash flows from operations (see “Liquidity and Capital Resources”).
Previous report
For the years ended December 31, 2024 and December 31, 2023.
Previous report
Overview
Previous report
We reported a net loss of $528,223 and $381,571 for the years ended December 31, 2024 and 2023, respectively. This represents a difference of $146,652, or 38%, primarily due to an increase of approximately $130,000 in wages and salaries and an increase of approximately $47,000 in legal and professional fees, partially offset by a decrease in interest expense and general and administrative costs.
Previous report
Revenues - Related Party
Previous report
For the years ended December 31, 2024 and 2023, we generated $0 and $0, respectively in revenue.
Previous report
General and Administrative Expenses
Previous report
General and administrative expenses were $13,647 and $35,571 for the years ended December 31, 2024 and 2023, respectively, a decrease of $21,924 or 62% due to a decrease in printing, rent, and utilities expenses.
Previous report
Professional Fees
Previous report
Professional fees were $71,634 and $25,085 for the years ended December 31, 2024 and 2023, respectively, an increase of $46,549 or 186% due to decrease in accounting and legal fees for the year.
Previous report
Other Income and Expense
Previous report
Other expenses for the year ended December 31, 2024 was $256,938. Other expense for the year ended December 31, 2023 was $265,271. This represents a difference of $7,027 which was attributable to an unrealized loss from available for sale securities, and a slight increase in accrued interest expense on note payable.
Previous report
Unrealized gain or loss on available for sale securities
Previous report
Unrealized loss on available for sale securities for the year ended December 31, 2024 was $25,536. Unrealized gain on available for sale securities for the year ended December 31, 2023 was $40,896. This represents an increase of $15,360 or 36% attributable to an decrease in the stock price of the securities coupled with a reverse stock split of 2.5 to 1.
Previous report
Net Loss allocated from Equity Method Investees
Previous report
Net Loss allocated from Equity Method Investee for the years ended December 31, 2024 and 2023 was $0 and $0, respectively.
Previous report
We measure our liquidity in a number of ways, including the following:
Previous report
Availability of Additional Funds
Previous report
Except for the monthly consulting fee to our CEO and Chairman of the Board, as described elsewhere in this report, we currently do not have any material commitments for capital expenditures. We are actively pursuing new client relationships. Even if we were to add a new client(s), due to our current lack of a diversified client base, there could be temporary imbalances between cash receipts and cash operating expenditures, which means that we may need additional capital. The engagement revenues associated with most client engagements will self-fund the in-house and sub-contractor services we need in order to supply products and services to our clients.
Previous report
As of December 31, 2024, the Company had a working capital deficiency of $5,071,106 and used cash in operations of $157,110. In addition, the Company is working to manage its current liabilities while it continues to make changes in operations to further improve its cash flow and liquidity position.
Previous report
Net Cash Used in Operating Activities
Previous report
We experienced negative cash flows from operating activities for the years ended December 31, 2024 and 2023, in the amount of $157,110 and $122,502, respectively.
Previous report
Net Cash Used in Investing Activities
Previous report
Net cash used in investing activities during the years ended December 31, 2024 and 2023 was $0 and $0, respectively.
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Reworded paragraphs (1)
Previous wording
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation**.
Current wording
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations