NetBrands Corp.
For the period ended Dec 31, 2025. Filed Apr 15, 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 15, 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 2025-04-24.
0001641172-25-006029
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-04-15.
0001493152-26-016806
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 43 previous paragraphs and 77 current paragraphs.
27 unchanged; 6 reworded; 44 added; 9 removed; 1 previous and 0 current paragraphs rearranged.
Tables are not compared: 1 previous and 2 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 (44)
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
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
Current Business Operations
Current report
On July 15, 2025 the Company announced that it had pivoted to become a blockchain infrastructure business focused on cryptocurrency mining, digital asset treasury (DAT) management, and related blockchain technology initiatives.
Current report
The Company purchased 10 ASIC miners consisting of Bitmain S21+ on July 17, 2025. Following the purchase of the initial batch of ASIC miners, the Company announced on July 22, 2025, that it had signed a hosting agreement with Simple Mining LLC to host its fleet of miners. As of July 30, 2025, all miners were plugged in and hashing at full capacity. To accurately represent its business shift and evolution into blockchain, the Company has updated its logo for a more enhanced identity. On August 25, 2025, the Company unveiled its 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 negotiating for a site development and pro forma 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 other models, along with 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 any profitability.
Current report
The Company purchased additional 10 ASICs consisting of Bitmain L9 Scrypt Miners on November 19 th, 2025, to round up its hybrid fleet to 20 ASICs.
Current report
Digital Asset Treasury
Current report
The Company announced plans to establish layered digital asset treasury targeting Bitcoin, Ethereum and AAVE as a long-term reserve assets. At the foundation of this model will be Bitcoin (BTC), established as the Company’s long-term reserve asset. Complementing Bitcoin, Ethereum (ETH) will be staked to generate stable yields, while Aave (AAVE), a leading decentralized finance (DeFi) protocol, will provide additional returns through staking and lending.
Current report
Headquartered in Island Park, NY, NetBrands Corp (OTCID: NBND) operates through diversified subsidiaries with the company rapidly growing its industrial-scale crypto mining operations through procurement of next-generation mining equipment and seeks M&A and JV opportunities in the blockchain sector, particularly within the digital and Web 3.0 verticals. The company is strategically expanding its reach, with a strong emphasis on the rapidly growing Web 3.0 segment.
Current report
Our Strategy and Strengths -
Current report
On July 15 th the Company announced its transition into a blockchain infrastructure business focused on cryptocurrency mining, digital asset treasury (DAT) management, and related blockchain technology initiatives.
Current report
Shortly thereafter, on July 17, the Company purchased ten next-generation ASIC miners, consisting of Bitmain S21+ units. Building on this initial deployment, the Company announced on July 22 that it had entered into a hosting agreement with Simple Mining LLC to host and operate its mining fleet. By July 30, all miners were fully deployed and hashing at full capacity, delivering a total of 2.35 petahash with an average efficiency of 16.5 J/TH.
Current report
To accurately reflect its strategic evolution into blockchain infrastructure, the Company also refreshed its brand identity with an updated logo. On August 25, it unveiled a new, crypto-forward website designed to align with Web 3.0 standards and showcase its long-term vision in the digital asset space.
Current report
As part of its continued expansion, the Company engaged Nico Smid, founder of Digital Mining Solutions, as a strategic advisor to help guide and strengthen its Bitcoin mining strategy. Nico brings over 15 years of international business experience. Since entering the digital asset space in 2017, he has evolved from a private investor to an active miner and a strategic advisor, building expertise across the full mining value chain. As a recognized Key Opinion Leader in Bitcoin mining, Nico provides market intelligence to more than 16,000 newsletter subscribers and a broad social media audience. He is also a regular speaker at major industry events, including appearances at Bitcoin 2025 in Las Vegas and Bitcoin Amsterdam.
Current report
Following this appointment, Zachary Smith was added in an additional advisory role to support the Company’s initiatives in decentralized finance (DeFi) and real-world asset (RWA) tokenization. The Company is currently evaluating opportunities to tokenize assets across the mining stack, ranging from hashrate to physical mining equipment.
Current report
Most recently, the Company expanded its mining fleet with the acquisition of 10_ Bitmain L9 16G machines. These units utilize merged mining and are designed to capture higher arbitrage opportunities. By leveraging the NiceHash platform, the hashrate from these altcoin miners is sold at a premium, with NetBrands receiving rewards in Bitcoin. This deployment aligns with the Company’s stated objective of building a hybrid mining fleet to diversify revenue streams and grow its digital asset balance sheet.
Current report
Bitcoin Mining Unit and Infrastructure Development
Current report
The Company currently operates its mining activities in Cedar Falls, Iowa, with an installed capacity of approximately 2.35 petahash per second (PH/s). Building on this foundation, the Company is planning the development of a dedicated 5-megawatt (MW) Bitcoin mining facility that could support approximately 1,200 mining machines, or up to 300 PH/s of aggregate hashrate. Iowa has been identified as a proposed location due to its relatively low-cost electricity and environmental conditions favorable for efficient equipment cooling.
Current report
As of the date of this press release, the Company has initiated discussions with its current hosting partner, Simple Mining LLC, regarding the identification, evaluation, and potential negotiation of a site for development, including preliminary pro forma cost assessments. The Company continues to evaluate potential locations and associated financial feasibility and has not yet committed to procurement or construction activities.
Current report
The planned facility would be purpose-built with optimized cooling systems designed to enhance mining hardware performance, efficiency, and operational longevity. The facility would be connected to the local power grid as its primary electricity source. The Company intends to deploy application-specific integrated circuit (ASIC) miners, utilizing a hybrid fleet strategy that includes Bitmain S21+ units for SHA-256 mining and Bitmain L9 units for Scrypt-based merged mining, allowing for revenue diversification and arbitrage opportunities.
Current report
Each Bitmain S21+ miner consumes approximately 3,877 watts at full capacity. Ten units would therefore consume approximately 930 kilowatt-hours per day. Based on an average industrial electricity rate of $0.07 per kilowatt-hour in Iowa, estimated electricity costs for operating ten miners would be approximately $65 per day, or approximately $1,950 per month.
Current report
Based on internal estimates and current assumptions regarding Bitcoin prices, network difficulty, electricity rates, and equipment depreciation, each Antminer S21+ could generate approximately $6.75 in net daily earnings, implying a projected break-even period of approximately 18 months. These estimates are forward-looking and subject to significant variability. There can be no assurance that the Company’s mining operations will achieve projected returns, break even, or be profitable.
Current report
Digital Asset Treasury
Current report
The Company announced plans to establish a layered digital asset treasury targeting Bitcoin, Ethereum, and AAVE as long-term reserve assets. At the foundation of this model will be Bitcoin (BTC), established as the Company’s long-term reserve asset. Complementing Bitcoin, Ethereum (ETH) will be staked to generate stable yields, while AAVE (AAVE), a leading decentralized finance (DeFi) protocol, will provide additional returns through staking and lending.
Current report
This layered approach ensures that yield generated from ETH and AAVE feeds directly back into Bitcoin reserves, steadily compounding the Company’s BTC balance sheet over time. Investors will gain exposure to both the stability of Bitcoin and the cash flow benefits of DeFi yield. NetBrands plans to establish this diversified treasury framework initially starting with $10 million, and is designed with an incremental goal to reach a scale target of $100 million over time. The company may utilize various financing tools to complete digital asset acquisitions in a phased approach. In parallel, our focus is on scaling a lean and high-efficiency Bitcoin mining operation. A maximum amount of mined Bitcoin will be retained on our balance sheet, continuously growing our reserves of the world’s most pristine digital asset. By adopting Bitcoin as our foundation, we ensure growth rests on its long-term appreciation potential.
Current report
Competition
Current report
We operate in a highly competitive industry with a growing number and scale of participants. Our bitcoin self-mining operations compete with mining operations throughout the world to complete new blocks on the blockchain and earn the reward in the form of bitcoin. We compete on the basis of our total number of miners, the degree of mining difficulty, the efficiency of our mining operations, the competitiveness of our energy costs, and the fiat value of the mining reward.
Current report
We compete in the Bitcoin mining industry against a large set of operators worldwide. The competitive landscape includes roughly 30 publicly traded mining companies making up approximately 40% of the market, as well as numerous private miners and hosting providers globally. While mining is geographically distributed, a meaningful portion of industrial-scale capacity and public-market miners is concentrated in the United States (~38%) due to relatively deep capital markets, established infrastructure, and access to large power markets; however, substantial competition also exists in Canada, Latin America, the Nordics, the Middle East, and parts of Asia. Bitcoin miners compete by (i) securing low-cost power, (ii) site development, (iii) fleet scale, efficiency, uptime, and operational expertise, (iv) ASIC sourcing terms, (v) balance sheet flexibility to withstand periods of low margins, and (vi) the ability to monetize demand response or monetize waste heat. In addition, certain ASIC manufacturers and large infrastructure owners engage in self-mining, which can intensify competition for machines, hosting capacity, and energy.
Current report
Miners of bitcoin historically ranged from individual enthusiasts and entrepreneurs to large public company mining operations. The vast majority of mining is now undertaken and further trending towards large-scale, industrial mining facilities. A mining pool is created when mining participants pool the processing power of their miners over a network and mine transactions together. Rewards are then distributed proportionately to the pool participants based on the work/hash power contributed to solving a block. Our self-mining operations also compete with non-digital asset operations for access to suitable real estate and access to affordable and dependable electric power. In addition to competing to solve new blocks, we compete to acquire new miners, to raise capital, to obtain access to facilities for the location of mining operations, and to develop or acquire new technologies.
Current report
A number of public companies (traded in the United States, Canada, and internationally), such as the following, may be considered competitors to us:
Showing the first 40 of 44 passages. Open the source sections for the rest.
Removed paragraphs (9)
Previous report
Purchase Agreement with 1800 Diagonal
Previous report
Addendum to the Engagement Agreement with Spencer Clarke
Previous report
On March 22, 2024, the Company and Spencer Clarke, LLC (“Spencer Clarke”) executed an addendum to their engagement agreement for investment banking related services, dated November 14, 2022 (the “Engagement Agreement”), pursuant to which the term of the Engagement Agreement was further extended to June 21, 2024, as such term may be further extended pursuant to the terms and conditions of the Engagement Agreement.
Previous report
In addition, in connection with the closing of the Cove Loan, the Company (a) paid Spencer Clarke a cash fee of $25,000 (for up to $300,000 raised in the financing), and (b) issued Spencer Clarke a Common Stock Purchase Warrant (the “Warrant”) to purchase 814,285 shares of the Company’s Common Stock (for up to $300,000 raised in the financing) (the “Warrant Shares”). The Warrant is exercisable for a term of five years from the date of issuance. The Warrant has an exercise price of $0.07 per share, subject to adjustment. The Warrant may be exercised for cash, or on a cashless basis. Spencer Clarke may not exercise the Warrant with respect to any number of shares that would cause it to beneficially own in excess of 9.99% of the Company’s number of issued and outstanding shares of Common Stock, waivable upon 61 days’ prior notice to the Company. The exercise price of the Warrant is subject to adjustment for subdivision or consolidation of the Company’s shares, or other dilutive issuances. Spencer Clarke has piggyback registration rights with respect to the Warrant Shares.
Previous report
Loans from an Officer
Previous report
As of April 8, 2024, Mr. Adler had advanced an additional $54,728.99 to the Company, at an interest rate of 14.9% per annum. The principal amount of the loan, and any accrued and unpaid interest thereon, are due and payable on July 9. 2024, in cash or shares of the Company’s common stock, at Mr. Adler’s sole discretion. If repaid in shares of common stock, the number of shares to be issued to be calculated using the closing sale price of the Company’s common stock on the OTC Pink marketplace on the payment date.
Previous report
We did not generate any revenue in 2024 compared to sales of $644,535 for the year ended December 31, 2023, a decrease of $644,535, or 100%.
Previous report
We lost all of our revenue in 2024 compared to 2023 due to the supplier bottlenecking our production of products in 2023 and eventually interrupting our supply completely in 2024 which caused revenue loss issues., Also Significant loss of revenue on another product with eight SKUs that was produced in Russia that was no longer available to us due to ongoing war between Russia and Ukraine which precluded us from getting the product due to the origin of production in Russia and acceptance in USA. 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 completely impaired and we may become insolvent. We are currently identifying potential targets which may or may not become a revenue generating sources.
Previous report
Operating expenses for the year ended December 31, 2024, were $798,089, compared to $915,295 for the year ended December 31, 2023. Operating expenses consisted of accrued payroll and taxes, legal and professional fees, rent and selling, general and administrative expenses. Operating expenses included $425,138 and $164,500 in non-cash stock- based compensation for years ended December 31, 2024 and 2023, respectively. Excluding this stock-based compensation in both periods, operating expenses were $372,951 and $915,485, for periods ended December 31, 2024 and 2023, respectively. Excluding stock-based compensation in both periods the decrease in operating expenses in 2024 compared to 2023 is attributable to lower expenses in all categories due to lack of sales volume and a significant decrease of $394,000 in officer compensation and other payroll expenses.
Reworded paragraphs (6)
Previous wording
Other expense is comprised solely of interest expense. Other expense was $487,217 for the year ended December 31, 2024, compared to $406,046 in other expense during the year ended December 31, 2023, as a result of higher levels of borrowings due to the loss of liquidity from operating activities.
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 $1,122,378 for the year ended December 31, 2025, compared to $487,217 in other expense during the year ended December 31, 2024.
Previous wording
As a result of the foregoing, we recorded a net loss of $1,285,306 or $0.06 per share for year ended December 31, 2024, compared to a loss of $1,321,340 or $0.08 per share for the year ended December 31, 2023.
Current wording
As a result of the foregoing, we recorded a net loss of $1,695,935 or $0.02 per share for year ended December 31, 2025, compared to a loss of $1,285,306 or $0.06 per share for the year ended December 31, 2024.
Previous wording
As of December 31, 2024, we had cash of $-0-, as compared to $1,013 as of December 31, 2023. Net cash used in operating activities for the year ended December 31, 2024, was $182,119, compared to $430,093 for the year ended December 31, 2023.
Current wording
As of December 31, 2025, we had cash of $4,297, as compared to $-0- as of December 31, 2024. Net cash used in operating activities for the year ended December 31, 2025, was $336,907, compared to $182,119 for the year ended December 31, 2024.
Previous wording
Cash flows used in investing activities was $-0- for the year ended December 31, 2024 and the year ended December 31, 2023.
Current wording
Cash flows used in investing activities was $87,560 for the year ended December 31, 2025 compared to $-0- for the year ended December 31, 2024.
Previous wording
Cash flows from financing activities was $181,107 for the year ended December 31, 2024, compared to $376,921 during the year ended December 31, 2023. The decrease is primarily attributable to approximately $220,000 provided by notes payable we obtained during the year ended December 31, 2023.
Current wording
Cash flows from financing activities was $428,764 for the year ended December 31, 2025, compared to $181,107 during the year ended December 31, 2024. The increase is primarily attributable to approximately $400,000 provided by notes payable we obtained during the year ended December 31, 2025.
Previous wording
There is substantial doubt about the Company continuing as a going concern based on the Company’s accumulated deficit and accrued liabilities. For the period ended December 31, 2024, the Company had a net loss of $31,236.968 and had a stockholder’s deficit of $2,374,910.
Current wording
There is substantial doubt about the Company continuing as a going concern based on the Company’s accumulated deficit and accrued liabilities. For the period ended December 31, 2025, the Company had a net loss of $32,932,903 and had a stockholder’s deficit of $2,413,239.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
On April 10, 2023, Paul Adler, the President and a director of the Company, made a loan to the Company in the amount of $124,000, at an interest rate of 14.9% per annum. The principal amount of the loan, and any accrued and unpaid interest thereon, were due and payable on July 9. 2023, in cash or shares of the Company’s common stock, at Mr. Adler’s sole discretion. The due date of this loan has been extended to July 9, 2024. If repaid in shares of common stock, the number of shares to be issued to be calculated using the closing sale price of the Company’s common stock on the OTC Pink marketplace on the payment date.