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NetBrands Corp.

For the period ended Mar 31, 2026. Filed May 13, 2026.

View on SEC.gov

About 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.

Mar 31, 2026 · Filed May 13, 2026

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What changed in Management’s Discussion and Analysis?

Read the current filing

Previous 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 Operations

Current report: 10-Q

Period ended 2026-03-31; filed 2026-05-13.

0001493152-26-022713

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The 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 55 previous paragraphs and 38 current paragraphs.

33 unchanged; 5 reworded; 0 added; 14 removed; 3 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.

Removed paragraphs (14)

Previous report

We are an early stage diversified holdings company which sells multiple products under common management with one of them a global multi-line consumer packaged goods (“CPG”) company with branded product lines in the food and snack industry. This division operates as marketer and distributor in the United States, Canada, and Europe. Another division is focused and involved in building and acquiring ecommerce assets as well as private businesses in various verticals with the goal of scaling them up and increasing revenue.

Previous report

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 report

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 report

As of September 30, 2025, we had $8,140 in cash, compared to $-0- in cash as of December 31, 2024.

Previous report

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 report

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.

Previous report

The Company has historically financed its operations through the cash flow generated from operations, capital investment, notes payable and factoring.

Previous report

In the event continuing lack of sales, our ability to obtain additional financing could be negatively impacted which could have a material adverse impact on our liquidity or our ability to remain as a going concern.

Previous 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.
Reworded paragraphs (5)

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 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.

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 this 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

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 .

Current wording

Mining revenue for the three months ended March 31, 2026, was $13,816, compared to sales of $-0- for the three months ended March 31, 2025.

Previous 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.

Current wording

Operating expenses for the three months ended March 31, 2026 were $127,725 compared to $6,191 during the same three months ended March 31, 2025. 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 $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.

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 $553,732 for the three months ended March 31, 2026, compared to $96,854 in other expense during the three months ended March 31, 2025.

Previous 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.

Current wording

As a result of the foregoing, we recorded a net loss of $677,294 or $(0.00) per share for the three months ended March 31, 2026, compared to a loss of $103,045 or $(0.00) per share for the three months ended March 31, 2025.
Rearranged previous paragraphs (3)

Previous report — wording carried elsewhere

Comparison of Results of Operations for the Nine Months Ended September 30, 2025 and 2024

Previous report — wording carried elsewhere

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 report — wording carried elsewhere

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.