First Breach, Inc.
For the period ended Jun 30, 2026. Filed Aug 28, 2026.
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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.
Jun 30, 2026 · Filed Aug 28, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30,2026
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period fromto
Commission file number 001-43447
FIRST BREACH INC.
(Exact name of registrant as specified in its charter)
| Delaware | 82-5147193 |
|---|---|
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| 18450 Showalter Rd, Hagerstown, MD | 21742 |
|---|---|
| (Address of Principal Executive Offices) | (Zip Code) |
(443) 900-9890
Registrant’s telephone number, including area code
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common stock, $0.0001 par value per share | FBDT | Nasdaq Capital Market |
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. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
|---|---|---|---|
| Non-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 13(a) of the Exchange Act.☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No☒
There were 55,776,201 shares of common stock outstanding as of August 28, 2026.
Cautionary Note Regarding Forward-Looking Statements
In this report, the term “Company”, “we”, “us”, and “our” refers to First Breach Inc.
This quarterly report on Form 10-Q includes forward-looking statements within the meaning of the federal securities laws. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends affecting the operating results and financial condition of our business. Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved.
Forward-looking statements are based on information available at the time those statements are made and/or management’s good faith belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to, statements about:
| ● | our ability to develop and sell our proposed products; |
| ● | our ability to source, retain, and expand our technical and business staff to meet the demands of our expanding and diversifying business; |
| ● | our ability to raise the substantial amount of additional funds that will be necessary for our business to succeed, which funds may not be available on acceptable terms or available at all; |
| ● | assumptions relating to the size of the market for our products; |
| ● | unanticipated regulations of our products that add barriers to our business and have a negative effect on our operations; |
| ● | our estimates of expenses, future revenue, capital requirements and our needs for, or ability to obtain, additional financing; |
| ● | our status of an early-stage pre-net income company with a business model and marketing strategy that is being developed and largely untested; |
| ● | our ability to avoid a significant disruption in our information technology system, including security breaches, or our ability to implement new system and software successfully; and |
| ● | our ability to obtain and maintain intellectual property protection for our products. |
In addition, in this report, the words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “predict,” “potential” and similar expressions, as they relate to our Company, our business and our management, are intended to identify forward-looking statements. In light of these risks and uncertainties, the forward-looking events and circumstances discussed in this report may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements.
Forward-looking statements speak only as of the date of this report. You should not put undue reliance on any forward-looking statements. We assume no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information, except to the extent required by applicable laws. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.
You should read this report and the documents that we reference in this report and have filed with the Securities and Exchange Commission (“SEC”) as exhibits to this report with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from what we expect.
Table of Contents
| Page | |
|---|---|
| Part I - Financial Information | 1 |
| Item 1. Financial Statements | 1 |
| Condensed Balance Sheets as of June 30, 2026 and December 31, 2025 | 1 |
| Condensed Statements of Operations for the Three and Six Months Ending June 30, 2026 and 2025 | 2 |
| Condensed Statements of Stockholders’ Equity for the Three and Six Months Ended June 30, 2026 and 2025 | 3 |
| Condensed Statements of Cash Flows for the Six Months Ended June 30, 2026 and 2025 | 4 |
| Notes to Condensed Financial Statements | 5 |
| Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 28 |
| Item 3. Quantitative and Qualitative Disclosures About Market Risk | 38 |
| Item 4. Controls and Procedures | 38 |
| Part II - Other Information | 39 |
| Item 1. Legal Proceedings | 39 |
| Item 1A. Risk Factors | 39 |
| Item 2. Unregistered Sales of Equity Securities | 65 |
| Item 3. Defaults Upon Senior Securities | 65 |
| Item 4. Mine Safety Disclosures | 65 |
| Item 5. Other Information | 65 |
| Item 6. Exhibit Index | 66 |
| Signatures | 67 |
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