UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
or
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ________________ to____________.
Commission file number:
(Exact name of registrant as specified in its charter) |
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(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
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(Address of principal executive offices) |
| (Zip Code) |
Registrant’s telephone number, including area code
Securities registered under Section 12(g) of the Exchange Act:
(Title of class) |
Indicate by check mark whether the registrant (1) 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.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | 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
As of April 28, 2026, there were
BTCS LABS INC.
TABLE OF CONTENTS
BTCS LABS INC.
As used in this Quarterly Report on Form 10-Q, the terms “we,” “us,” “our,” the “Company,” and “Labs” mean BTCS Labs Inc., unless otherwise indicated.
| 2 |
| Table of Contents |
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements
BTCS Labs Inc.
BALANCE SHEETS
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| March 31, |
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| 2025 |
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ASSETS |
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CURRENT ASSETS: |
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Cash and cash equivalents |
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Total current assets |
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TOTAL ASSETS |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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CURRENT LIABILITIES: |
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TOTAL LIABILITIES: |
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STOCKHOLDERS’ EQUITY: |
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Preferred stock, $ |
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Common stock, $ |
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Additional paid-in capital |
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Accumulated deficit |
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Total stockholder's equity |
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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
| $ |
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| $ |
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See accompanying notes to these unaudited condensed financial statements.
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| Table of Contents |
BTCS Labs Inc.
STATEMENTS OF OPERATIONS
(Unaudited)
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| For the Three Months Ended March 31, |
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| 2025 |
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REVENUE |
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OPERATING EXPENSES: |
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General and administrative expenses |
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Total operating expenses |
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LOSS FROM OPERATIONS |
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OTHER INCOME (EXPENSE) |
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Total other (expense) |
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LOSS BEFORE INCOME TAX |
| $ | ( | ) |
| $ |
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INCOME TAX EXPENSE |
| $ |
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| $ |
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NET LOSS |
| $ | ( | ) |
| $ |
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BASIC NET LOSS PER SHARE |
| $ | ( | ) |
| $ |
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WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC |
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See accompanying notes to these unaudited condensed financial statements.
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| Table of Contents |
BTCS Labs Inc.
STATEMENTS OF STOCKHOLDERS’ EQUITY
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| Preferred Stock |
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| Common Stock |
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| Additional Paid-in |
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| Total Stockholder's |
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| Shares |
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| Amount |
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| Amount |
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| Capital |
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For the Three Months Ended March 31, |
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BALANCES AT DECEMBER 31, 2025 |
| $ | - |
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| $ |
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| $ |
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| $ |
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| $ |
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| $ | ( | ) |
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Issuance of common stock |
| $ | - |
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| $ |
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| $ | - |
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| $ |
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| $ |
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| $ |
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| $ |
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Repurchase of common stock |
| $ | - |
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| $ |
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| $ | - |
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| $ |
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| $ |
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Net (loss) |
| $ | - |
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| $ |
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| $ | - |
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| $ |
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| $ |
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| $ | ( | ) |
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BALANCES AT MARCH 31, 2026 |
| $ | - |
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| $ |
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BALANCES AT DECEMBER 31, 2024 |
| $ | - |
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| $ |
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| $ |
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| $ |
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| $ |
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| $ | ( | ) |
| $ |
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Issuance of common stock |
| $ | - |
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| $ |
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| $ | - |
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| $ |
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| $ |
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| $ |
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Repurchase of common stock |
| $ | - |
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| $ |
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| $ | - |
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| $ |
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| $ |
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Net (loss) |
| $ | - |
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| $ |
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| $ | - |
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| $ |
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| $ |
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BALANCES AT MARCH 31, 2025 |
| $ | - |
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| $ |
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| $ |
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| $ |
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See accompanying notes to these unaudited condensed financial statements.
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| Table of Contents |
BTCS Labs Inc.
STATEMENTS OF CASH FLOWS
(Unaudited)
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| For the Three Months Ended March 31, |
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| 2025 |
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CASH FLOWS FROM OPERATING ACTIVITIES: |
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Net loss |
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Adjustments to reconcile net (loss) to net cash used in operating activities: |
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Net cash (used in) operating activities |
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CASH FLOWS FROM FINANCING ACTIVITIES: |
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Net cash provided by financing activities |
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NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS |
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Cash and cash equivalents at beginning of period |
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CASH AND CASH EQUIVALENTS AT END OF PERIOD |
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SUPPLEMENTAL DISCLOSURES |
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Cash paid for interest expense |
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Cash paid for taxes |
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| $ |
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See accompanying notes to these unaudited condensed financial statements.
| 6 |
| Table of Contents |
BTCS Labs Inc.
Notes to Unaudited Condensed Financial Statements
Note 1 – Organization and Nature of Operations
BTCS Labs Inc. (“Labs,” “BTCS Labs,” or the “Company”) is a Nevada public benefit corporation incorporated on December 24, 2024. On September 19, 2025, the Company amended its Articles of Incorporation to convert from a for-profit corporation into a public benefit corporation. The Company’s mission is to promote and advance decentralized finance (“DeFi”) and blockchain ecosystems in alignment with its specific public benefit purpose and chartered obligations as a Nevada public benefit corporation. Since inception, the Company’s activities have been limited primarily to organizational matters, capital formation, public company reporting, and planning its business strategy. The Company has not yet commenced planned principal operations or generated revenues.
Note 2 – Basis of Presentation
The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information, the instructions to Form 10-Q, and the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and notes required by GAAP for complete annual financial statements. In the opinion of management, the accompanying unaudited condensed financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Company’s financial position as of March 31, 2026 and its results of operations, cash flows, and changes in stockholders’ equity for the periods presented. Interim results are not necessarily indicative of the results that may be expected for the full year ending December 31, 2026. These unaudited condensed financial statements should be read in conjunction with the audited financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Note 3 – Summary of Significant Accounting Policies
There have been no material changes in the Company’s significant accounting policies from those disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, expenses, and related disclosures. Actual results could differ from those estimates. Given the Company’s limited operations to date, management’s use of estimates is minimal and primarily relates to the recognition and classification of expenses.
Recent Accounting Pronouncements
The Company has evaluated recent accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”) and determined that there are no new standards that are expected to have a material impact on its financial statements.
Cash and Cash Equivalents
The Company considers all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents. At March 31, 2026 and December 31, 2025, cash and cash equivalents were approximately $
Income Taxes
The Company has incurred losses since inception and accordingly has recorded no provision for income taxes. Deferred tax assets resulting from net operating losses have been fully offset by a valuation allowance as realization of such assets is uncertain.
Net Loss Per Share
Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net loss per share equals basic net loss per share because the Company had no potentially dilutive securities outstanding during the periods presented.
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| Table of Contents |
Note 4 – Stockholders’ Equity
The Company is authorized to issue
At inception on December 24, 2024, BTCS Inc., the Company’s former parent company, paid approximately $
There were no equity issuances or repurchases during the three months ended March 31, 2026. As of March 31, 2026 and December 31, 2025,
Note 5 – Going Concern
The accompanying unaudited condensed financial statements have been prepared on a going concern basis, which contemplates continuity of operations, realization of assets, and satisfaction of liabilities in the normal course of business. The Company has not yet generated revenues and has incurred recurring losses since inception, including a net loss of approximately $
The Company’s ability to continue as a going concern is dependent on its ability to raise additional capital to fund operations and ultimately achieve profitable operations. Management intends to seek additional financing through equity and/or debt offerings; however, there can be no assurance that such financing will be available on acceptable terms, or at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date these financial statements are issued.
The accompanying unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Note 6 – Subsequent Events
Management has evaluated subsequent events through the date the financial statements were available to be issued and determined that no subsequent events requiring disclosure have occurred.
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| Table of Contents |
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis of financial condition and results of operations should be read in conjunction with our unaudited condensed financial statements and the related notes included elsewhere in this report. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed in our Annual Report on Form 10-K for the year ended December 31, 2025 and elsewhere in this report.
Overview
BTCS Labs Inc. is an early-stage Nevada public benefit corporation focused on promoting and advancing decentralized finance and blockchain ecosystems. Since inception, our activities have been limited primarily to organizational matters, capital formation, public company reporting, and planning our business strategy. We have not yet commenced planned principal operations or generated revenues. As such, investment in the Company involves a high degree of risk.
Results of Operations
Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025
The Company recorded a net loss of approximately $6,590 for the three months ended March 31, 2026, compared to $0 for the three months ended March 31, 2025. The net loss during the current period consisted primarily of general and administrative expenses, including legal, accounting, and filing-related costs associated with operating as a public reporting company.
The Company did not incur operating expenses during the comparable prior-year period, as its activities at that time were limited and minimal.
Liquidity and Capital Resources
As of March 31, 2026, we had cash and cash equivalents of approximately $7,000, compared with approximately $13,592 as of December 31, 2025. Net cash used in operating activities for the three months ended March 31, 2026 was approximately $6,590, consisting primarily of our net loss. We had no financing cash flows during the quarter.
Our historical funding has come from the issuance of common stock in September 2025. We expect to require additional capital to fund our operations, including personnel, technology development, compliance, and other expenses necessary to execute our strategy. We intend to seek such funding through equity and/or debt financings.
Based on its current cash balance and expected level of expenditures, the Company believes its existing cash resources will be sufficient to fund operations only for a limited period of time. The Company’s continuation as a going concern is dependent upon its ability to raise additional capital and successfully execute its business plan. There can be no assurance that the Company will be able to obtain such financing on acceptable terms, or at all.
Plan of Operations
Over the next 12 months, our plan is to continue developing and testing initial blockchain infrastructure services and solutions, explore potential partnerships with Layer 2 networks, blockchain foundations, and decentralized autonomous organizations, recruit additional executives and employees to build operational capacity, and raise additional capital to support both revenue-generating activities and public-benefit initiatives. If we are unable to raise sufficient funds, we may be forced to delay or scale back our planned operations.
Going Concern
As discussed in Note 5 to the unaudited condensed financial statements, our limited cash resources, lack of revenues, and recurring losses raise substantial doubt about our ability to continue as a going concern within one year after the date the financial statements are issued. Our ability to continue operations depends on our ability to obtain additional financing and execute our business plan.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements, as defined by Item 303 of Regulation S-K, that have had or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources.
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| Table of Contents |
Contractual Obligations
As of March 31, 2026, we did not have any material contractual obligations, commitments, or contingencies, other than obligations arising in the ordinary course of business.
Critical Accounting Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and expenses, as well as related disclosures.
Due to the Company’s limited operations to date, management’s use of estimates has been minimal and primarily relates to the recognition and classification of expenses. The Company does not currently have any critical accounting estimates that require significant judgment or that could materially impact its financial condition or results of operations.
As the Company’s operations expand, management expects that the use of estimates and judgments will increase.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
As a smaller reporting company, we are not required to provide the information called for by this item.
ITEM 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As of March 31, 2026, the Company’s sole officer, who serves as its Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934. Given our size, early stage of development, and limited personnel, management concluded that our disclosure controls and procedures were not effective as of March 31, 2026 because the Company has not yet implemented formal processes or segregation of duties. Specifically, the Company lacks adequate segregation of duties, formalized review procedures, and independent oversight of financial reporting processes.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended March 31, 2026 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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| Table of Contents |
PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings
None.
ITEM 1A. Risk Factors
Not applicable to smaller reporting companies.
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
ITEM 3. Defaults Upon Senior Securities
None.
ITEM 4. Mine Safety Disclosures
Not applicable.
ITEM 5. Other Information
None.
ITEM 6. Exhibits
The exhibits listed in the accompanying Exhibit Index are filed or furnished as part of this Quarterly Report on Form 10-Q.
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| Table of Contents |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| BTCS Labs Inc. |
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April 28, 2026 | By: | /s/ Charles Allen |
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| Charles W. Allen |
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| Chief Executive Officer and Chief Financial Officer |
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| (Principal Executive Officer and Principal Financial Officer) |
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| Table of Contents |
EXHIBIT INDEX
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| Incorporated by Reference |
| Filed or Furnished | |||||
Exhibit No. |
| Exhibit Description |
| Form |
| Date |
| Number |
| Herewith |
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| 10-12G |
| 10/3/25 |
| 3.1 |
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| 10-12G |
| 10/3/25 |
| 3.1(a) |
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| 10-12G |
| 10/3/25 |
| 3.2 |
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| Filed | ||
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| Furnished | ||
101.INS |
| Inline XBRL Instance Document |
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| Filed |
101.SCH |
| Inline XBRL Taxonomy Extension Schema Document |
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| Filed |
101.CAL |
| Inline XBRL Taxonomy Extension Calculation Linkbase Document |
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| Filed |
101.DEF |
| Inline XBRL Taxonomy Extension Definition Linkbase Document |
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| Filed |
101.LAB |
| Inline XBRL Taxonomy Extension Label Linkbase Document |
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| Filed |
101.PRE |
| Inline XBRL Taxonomy Extension Presentation Linkbase Document |
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| Filed |
104 |
| Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
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| Filed |
| 13 |
EXHIBIT 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Charles W. Allen, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of BTCS Labs Inc. for the fiscal quarter ended March 31, 2026; |
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| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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| 3. | Based on my knowledge, the financial statements, and other financial information included in this interim report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
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| 4. | I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
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| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant is made known to me by others, particularly during the period in which this report is being prepared; |
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| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; |
| 5. | I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the registrant’s board of directors: |
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| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
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| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: | April 28, 2026 | /s/ Charles Allen |
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| Charles W. Allen |
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| Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial Officer) |
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EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of BTCS Labs Inc. (the “Company”) on Form 10-Q for the quarter ended March 31, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Charles W. Allen, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
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| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Date: | April 28, 2026 | /s/ Charles Allen |
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| Charles W. Allen |
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| Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial Officer) |
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BALANCE SHEETS - USD ($) |
Mar. 31, 2026 |
Dec. 31, 2025 |
|---|---|---|
| CURRENT ASSETS: | ||
| Cash and cash equivalents | $ 7,002 | $ 13,592 |
| Total current assets | 7,002 | 13,592 |
| TOTAL ASSETS | 7,002 | 13,592 |
| CURRENT LIABILITIES: | ||
| TOTAL LIABILITIES: | 0 | 0 |
| STOCKHOLDERS' EQUITY: | ||
| Preferred stock, $0.001 par value; 100,000,000 shares authorized; none issued and outstanding | 0 | 0 |
| Common stock, $0.001 par value; 2,000,000,000 shares authorized; 500,000 and 500,000 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively | 500 | 500 |
| Additional paid-in capital | 49,500 | 49,500 |
| Accumulated deficit | (42,998) | (36,408) |
| Total stockholder's equity | 7,002 | 13,592 |
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 7,002 | $ 13,592 |
BALANCE SHEETS (Parenthetical) - $ / shares |
Mar. 31, 2026 |
Dec. 31, 2025 |
|---|---|---|
| BALANCE SHEETS | ||
| Preferred stock, par value | $ 0.001 | $ 0.001 |
| Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
| Preferred stock, shares issued | 0 | 0 |
| Preferred stock, shares outstanding | 0 | 0 |
| Common stock, par value | $ 0.001 | $ 0.001 |
| Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 |
| Common stock, shares issued | 500,000 | 500,000 |
| Common stock, shares outstanding | 500,000 | 500,000 |
STATEMENTS OF OPERATIONS (Unaudited) - USD ($) |
3 Months Ended | |
|---|---|---|
Mar. 31, 2026 |
Mar. 31, 2025 |
|
| STATEMENTS OF OPERATIONS (Unaudited) | ||
| REVENUE | $ 0 | $ 0 |
| OPERATING EXPENSES: | ||
| General and administrative expenses | 6,590 | 0 |
| Total operating expenses | 6,590 | 0 |
| LOSS FROM OPERATIONS | (6,590) | 0 |
| OTHER INCOME (EXPENSE) | ||
| Total other (expense) | 0 | 0 |
| LOSS BEFORE INCOME TAX | (6,590) | 0 |
| INCOME TAX EXPENSE | 0 | 0 |
| NET LOSS | $ (6,590) | $ 0 |
| BASIC NET LOSS PER SHARE | $ (0.01) | $ 0 |
| WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC | 500,000 | 100 |
STATEMENTS OF STOCKHOLDERS EQUITY - USD ($) |
Total |
Common Stock |
Preferred Stock |
Additional Paid-In Capital |
Accumulated Deficit |
|---|---|---|---|---|---|
| Balance, shares at Dec. 31, 2024 | 100 | ||||
| Balance, amount at Dec. 31, 2024 | $ 0 | $ 0 | $ 0 | $ 1,594 | $ (1,594) |
| Issuance of common stock | 0 | 0 | 0 | 0 | 0 |
| Repurchase of common stock | 0 | 0 | 0 | 0 | 0 |
| Net (loss) | 0 | $ 0 | 0 | 0 | 0 |
| Balance, shares at Mar. 31, 2025 | 100 | ||||
| Balance, amount at Mar. 31, 2025 | 0 | $ 0 | 0 | 1,594 | (1,594) |
| Balance, shares at Dec. 31, 2025 | 500,000 | ||||
| Balance, amount at Dec. 31, 2025 | 13,592 | $ 500 | 0 | 49,500 | (36,408) |
| Issuance of common stock | 0 | 0 | 0 | 0 | 0 |
| Repurchase of common stock | 0 | 0 | 0 | 0 | 0 |
| Net (loss) | (6,590) | $ 0 | 0 | 0 | (6,590) |
| Balance, shares at Mar. 31, 2026 | 500,000 | ||||
| Balance, amount at Mar. 31, 2026 | $ 7,002 | $ 500 | $ 0 | $ 49,500 | $ (42,998) |
STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) |
3 Months Ended | |
|---|---|---|
Mar. 31, 2026 |
Mar. 31, 2025 |
|
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||
| Net loss | $ (6,590) | $ 0 |
| Adjustments to reconcile net (loss) to net cash used in operating activities: | ||
| Net cash (used in) operating activities | (6,590) | 0 |
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||
| Net cash provided by financing activities | 0 | 0 |
| NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (6,590) | 0 |
| Cash and cash equivalents at beginning of period | 13,592 | 0 |
| CASH AND CASH EQUIVALENTS AT END OF PERIOD | 7,002 | 0 |
| SUPPLEMENTAL DISCLOSURES | ||
| Cash paid for interest expense | 0 | 0 |
| Cash paid for taxes | $ 0 | $ 0 |
Insider Trading Arrangements |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Insider Trading Arrangement [Line Items] | |
| Rule 10b5-1 Arrangement Adopted [Flag] | false |
| Rule 10b5-1 Arrangement Terminated [Flag] | false |
| Non Rule 10b5-1 Arrangement Adopted [Flag] | false |
| Non Rule 10b5-1 Arrangement Terminated [Flag] | false |
Organization and Business |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Organization and Business | |
| Organization and Business | Note 1 – Organization and Nature of Operations
BTCS Labs Inc. (“Labs,” “BTCS Labs,” or the “Company”) is a Nevada public benefit corporation incorporated on December 24, 2024. On September 19, 2025, the Company amended its Articles of Incorporation to convert from a for-profit corporation into a public benefit corporation. The Company’s mission is to promote and advance decentralized finance (“DeFi”) and blockchain ecosystems in alignment with its specific public benefit purpose and chartered obligations as a Nevada public benefit corporation. Since inception, the Company’s activities have been limited primarily to organizational matters, capital formation, public company reporting, and planning its business strategy. The Company has not yet commenced planned principal operations or generated revenues. |
Basis of Presentation |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Organization and Business | |
| Basis of Presentation | Note 2 – Basis of Presentation
The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information, the instructions to Form 10-Q, and the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and notes required by GAAP for complete annual financial statements. In the opinion of management, the accompanying unaudited condensed financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Company’s financial position as of March 31, 2026 and its results of operations, cash flows, and changes in stockholders’ equity for the periods presented. Interim results are not necessarily indicative of the results that may be expected for the full year ending December 31, 2026. These unaudited condensed financial statements should be read in conjunction with the audited financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. |
Summary of Significant Accounting Policies |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Summary of Significant Accounting Policies | |
| Summary of Significant Accounting Policies | Note 3 – Summary of Significant Accounting Policies
There have been no material changes in the Company’s significant accounting policies from those disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, expenses, and related disclosures. Actual results could differ from those estimates. Given the Company’s limited operations to date, management’s use of estimates is minimal and primarily relates to the recognition and classification of expenses.
Recent Accounting Pronouncements
The Company has evaluated recent accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”) and determined that there are no new standards that are expected to have a material impact on its financial statements.
Cash and Cash Equivalents
The Company considers all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents. At March 31, 2026 and December 31, 2025, cash and cash equivalents were approximately $7,002 and $13,592, respectively. All cash was held in checking accounts.
Income Taxes
The Company has incurred losses since inception and accordingly has recorded no provision for income taxes. Deferred tax assets resulting from net operating losses have been fully offset by a valuation allowance as realization of such assets is uncertain.
Net Loss Per Share
Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net loss per share equals basic net loss per share because the Company had no potentially dilutive securities outstanding during the periods presented. |
Stockholders Equity |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Stockholders Equity | |
| Stockholders' Equity | Note 4 – Stockholders’ Equity
The Company is authorized to issue 2,000,000,000 shares of common stock, par value $0.001 per share, and 100,000,000 shares of preferred stock, par value $0.001 per share. No preferred stock was issued or outstanding as of March 31, 2026 or December 31, 2025.
At inception on December 24, 2024, BTCS Inc., the Company’s former parent company, paid approximately $1,594 of formation costs on behalf of the Company in exchange for 100 shares of the Company’s common stock. On September 24, 2025, the Company repurchased and retired those 100 shares in exchange for reimbursement of the formation costs. In September 2025, the Company issued 100,000 shares of common stock to Charles Allen for $10,000 and 400,000 shares of common stock to BTCS Equity Partners LLC for $40,000.
There were no equity issuances or repurchases during the three months ended March 31, 2026. As of March 31, 2026 and December 31, 2025, 500,000 shares of common stock were issued and outstanding. |
Going Concern |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Going Concern | |
| Going Concern | Note 5 – Going Concern
The accompanying unaudited condensed financial statements have been prepared on a going concern basis, which contemplates continuity of operations, realization of assets, and satisfaction of liabilities in the normal course of business. The Company has not yet generated revenues and has incurred recurring losses since inception, including a net loss of approximately $6,590 for the three months ended March 31, 2026. As of March 31, 2026, the Company had cash and cash equivalents of approximately $7,002.
The Company’s ability to continue as a going concern is dependent on its ability to raise additional capital to fund operations and ultimately achieve profitable operations. Management intends to seek additional financing through equity and/or debt offerings; however, there can be no assurance that such financing will be available on acceptable terms, or at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date these financial statements are issued.
The accompanying unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Subsequent Events |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Subsequent Events | |
| Subsequent Events | Note 6 – Subsequent Events
Management has evaluated subsequent events through the date the financial statements were available to be issued and determined that no subsequent events requiring disclosure have occurred. |
Summary of Significant Accounting Policies (Policies) |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Summary of Significant Accounting Policies | |
| Use of Estimates | The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, expenses, and related disclosures. Actual results could differ from those estimates. Given the Company’s limited operations to date, management’s use of estimates is minimal and primarily relates to the recognition and classification of expenses. |
| Recent Accounting Pronouncements | The Company has evaluated recent accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”) and determined that there are no new standards that are expected to have a material impact on its financial statements. |
| Cash and Cash Equivalents | The Company considers all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents. At March 31, 2026 and December 31, 2025, cash and cash equivalents were approximately $7,002 and $13,592, respectively. All cash was held in checking accounts. |
| Income Taxes | The Company has incurred losses since inception and accordingly has recorded no provision for income taxes. Deferred tax assets resulting from net operating losses have been fully offset by a valuation allowance as realization of such assets is uncertain. |
| Net Income (Loss) Per Share | Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net loss per share equals basic net loss per share because the Company had no potentially dilutive securities outstanding during the periods presented. |
Summary of Significant Accounting Policies (Details Narrative) - USD ($) |
Mar. 31, 2026 |
Dec. 31, 2025 |
|---|---|---|
| Summary of Significant Accounting Policies | ||
| Cash and cash equivalents | $ 7,002 | $ 13,592 |
Stockholders Equity (Details Narrative) - USD ($) |
1 Months Ended | 3 Months Ended | ||||
|---|---|---|---|---|---|---|
Dec. 31, 2024 |
Sep. 30, 2025 |
Sep. 24, 2025 |
Mar. 31, 2026 |
Mar. 31, 2025 |
Dec. 31, 2025 |
|
| Preferred stock authorized shares | 100,000,000 | 100,000,000 | ||||
| Preferred stock par value | $ 0.001 | $ 0.001 | ||||
| Common stock authorized shares | 2,000,000,000 | 2,000,000,000 | ||||
| Common stock par value | $ 0.001 | $ 0.001 | ||||
| Formation costs | $ 1,594 | |||||
| Share exchange for common stock | 100 | |||||
| Common stock, shares outstanding | 500,000 | 500,000 | ||||
| Common stock, shares issued | 500,000 | 500,000 | ||||
| Number of shares repurchased and retired | 100 | |||||
| Number of share issued, value | $ 0 | $ 0 | ||||
| BTCS Equity Partners LLC [Member] | ||||||
| Number of share issued | 400,000 | |||||
| Number of share issued, value | $ 40,000 | |||||
| Charles Allen | ||||||
| Number of share issued | 100,000 | |||||
| Number of share issued, value | $ 10,000 | |||||
Going Concern (Details Narrative) - USD ($) |
3 Months Ended | ||
|---|---|---|---|
Mar. 31, 2026 |
Mar. 31, 2025 |
Dec. 31, 2025 |
|
| Going Concern | |||
| Net loss | $ (6,590) | $ 0 | |
| Cash and cash equivalents | $ 7,002 | $ 13,592 | |
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