10-K/A: Superstar Platforms Files Amended 2025 10-K
Annual Report Amendment
Superstar Platforms, Inc. has filed an amendment to its 2025 10-K report to correct errors in financial reporting and presentation.
Summary
- This filing is an amendment (Amendment No. 1) to the Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
- The amendment corrects typographical, presentation, and conforming index-title errors in specific sections of the original filing.
- Key corrections include stating zero revenue for the year ended December 31, 2025, and correcting the transposition of 'Interest Receivable' and 'Loans Receivable' on the balance sheet.
- The company operated as Dinewise Inc. until March 2025, when it changed its name to Superstar Platforms, Inc.
- Superstar Platforms aims to be a technology conglomerate with a diversified portfolio, focusing on technology platforms, capital deployment, and acquisitions.
- The company is developing the PawnTrust marketplace, designed for pawn shops to digitize inventory and facilitate transactions; it is currently in beta testing and slated for a Q2 2026 launch.
- The company's primary source of revenue during its current stage is interest income from promissory notes and loans receivable.
- As of December 31, 2025, the company had total assets of $2,817,823 and a total stockholders deficit of $(1,296,176).
- The company incurred a net loss of $335,366 for the year ended December 31, 2025, compared to a net loss of $164,014 for the year ended December 31, 2024.
- Operating expenses increased significantly by 229.98% to $541,211 in 2025 from $164,014 in 2024, primarily due to increased payroll and bad debt expenses.
- The company's ability to continue as a going concern is subject to doubt due to significant operating losses and a working capital deficiency, with reliance on future funding.
- The company has no off-balance sheet arrangements that are material to investors.
Sentiment
Score: 2
Explanation: StockSavvy.ai views this filing as highly negative due to zero revenue, increasing net losses, significant operating expense growth, and a going concern warning from auditors, despite the planned launch of a new platform.
Positives
- The PawnTrust marketplace is in beta testing with a planned launch in Q2 2026, indicating progress in platform development.
- All loans receivable were current and performing as of December 31, 2025, suggesting effective credit risk management for the existing portfolio.
- The company has a clear strategy to build a diversified technology conglomerate through acquisitions and platform development.
- The company has a substantial loan receivable balance of $2,587,233 as of December 31, 2025, which is expected to generate interest income.
Negatives
- The company reported zero revenue for the fiscal year ended December 31, 2025, and also for the year ended December 31, 2024.
- A net loss of $335,366 was incurred for the year ended December 31, 2025, an increase of 104.47% from the previous year's loss of $164,014.
- Operating expenses surged by 229.98% to $541,211 in 2025, driven by increased payroll and bad debt expenses.
- The company has an accumulated deficit of $(1,835,034) as of December 31, 2025.
- The company's ability to continue as a going concern is in doubt due to significant operating losses and a working capital deficiency.
- The company may require additional funding for ongoing operations, and there is no guarantee it will be able to raise such capital.
- The company has a related party loan payable of $307,674 that was due in December 2021 and accrues interest until paid off.
Risks
- The company's ability to continue as a going concern is subject to substantial doubt due to operating losses and working capital deficiency.
- Failure to secure sufficient funding could impact the execution of the growth plan and strategic timeline.
- The company's patents may not prevent competitors from developing similar products.
- Failure to comply with FERPA could limit or delay the ability to deploy SafeSchool in certain jurisdictions.
- The company's business and operating results are affected by inflation, which can lead to increased loan defaults during economic downturns.
- There is no guarantee that the company will be able to raise additional capital if needed.
- The company's strategy involves potential acquisitions, which carry inherent risks of integration and performance.
Future Outlook
Management expects that collections of interest and principal from loans receivable, together with future financing activities, will provide sufficient liquidity to support operating activities and lending operations. The company may seek additional financing through debt or equity issuances to expand lending activities, fund strategic acquisitions, or support the development of the PawnTrust digital marketplace. The PawnTrust marketplace is slated to go live in Q2 2026.
Management Comments
- Superstar Platforms will be a leading national technology conglomerate that will control a diversified portfolio of subsidiaries across various industries.
- The Company's business strategy includes the development of technology platforms, strategic capital deployment, and potential acquisitions intended to expand the Company's operations.
- Management believes that the PawnTrust platform has the potential to modernize and expand access to the pawn industry by providing a technology-driven solution for inventory management and consumer transactions.
- Management expects that collections of principal and interest from these receivables will contribute to the Company's liquidity and support its ongoing operations.
- Management does not believe, based upon information available at this time, that pending legal proceedings or un-asserted claims will have a material adverse effect on the Company's financial position, results of operations or cash flows.
Industry Context
StockSavvy.ai notes that Superstar Platforms, Inc. is positioning itself within the rapidly growing global technology sector, which is projected to exceed $5.5 trillion in 2026, driven by AI, cloud computing, cybersecurity, and fintech. The company's focus on a diversified technology conglomerate model and its PawnTrust marketplace initiative align with broader industry trends of digital transformation and the increasing demand for specialized fintech solutions.
Comparison to Industry Standards
- The company's zero revenue for the fiscal year is significantly below industry standards for established technology companies, which typically generate substantial revenue from product sales, subscriptions, or services.
- The operating expense increase of 229.98% is exceptionally high and not typical for companies with no revenue, suggesting potential inefficiencies or significant investment in early-stage development without corresponding revenue generation.
- The net loss of $335,366, while common for early-stage tech companies, is substantial relative to the company's minimal asset base and lack of revenue, raising concerns about burn rate.
- The company's reliance on interest income from promissory notes, with loans accruing interest at approximately 24% annually, is a high-yield lending strategy that carries significant credit risk compared to more diversified revenue streams seen in larger tech firms.
- The 'going concern' warning from auditors is a critical indicator that the company's financial health is precarious, a situation not generally seen in mature or even growth-stage technology companies that have secured adequate funding.
Legal Proceedings
- Management does not believe that pending legal proceedings or un-asserted claims will have a material adverse effect on the Company's financial position, results of operations or cash flows, but there is no assurance.
Related Party Transactions
- Certain loans receivable and notes payable involve entities affiliated with the Company's Chief Executive Officer.
- These transactions are conducted pursuant to written promissory notes and formal lending agreements.
- The company applies the same underwriting standards to related-party transactions as to unrelated third parties.
- Interest rates, repayment terms, and other contractual provisions are consistent with the company's general lending practices.
- Total Related Party Receivables: $1,638,233
- Total Related Party Payables: $482,644
- A related party loan payable of $307,674 was due on December 31, 2021, and accrues interest until paid off.
Stakeholder Impact
- Shareholders: The increasing net loss and going concern uncertainty negatively impact shareholder value and confidence. Future capital raises could dilute existing shareholders.
- Creditors/Lenders: The company's financial instability and reliance on future financing may increase perceived risk for lenders.
- Employees: Increased payroll expenses suggest continued employment, but the overall financial health could impact job security.
- Suppliers: The company's financial condition may affect its ability to meet payment obligations to suppliers.
Next Steps
- Launch of the PawnTrust marketplace in Q2 2026.
- Potential identification and acquisition of businesses in the small lending sector.
- Seeking additional financing through debt or equity issuances if needed for operations, acquisitions, or platform development.
- Evaluating the impact of new accounting standards on segment disclosures and income tax disclosures.
Key Dates
| Date | Description |
|---|---|
| 2002-01-01 | Incorporation of Simplagene USA Inc. |
| 2005-01-01 | Company known as Simplagene USA Inc. until this year. |
| 2021-12-31 | Maturity date for a related party loan payable. |
| 2023-12-31 | Year-end for financial reporting. |
| 2024-01-01 | Beginning of fiscal year 2024. |
| 2024-12-31 | Year-end for financial reporting and end of fiscal year 2024. |
| 2025-01-01 | Beginning of fiscal year 2025. |
| 2025-03-27 | Company changed its name from Dinewise Inc. to Superstar Platforms Inc. |
| 2025-12-31 | Year-end for financial reporting and end of fiscal year 2025. |
| 2026-03-30 | Original Form 10-K for the fiscal year ended December 31, 2025, was filed. |
| 2026-03-30 | Amendment No. 1 to Form 10-K for the fiscal year ended December 31, 2025, was filed. |
| 2026-04-15 | Original Form 10-K for the fiscal year ended December 31, 2025, was filed. |
| 2026-05-07 | Date of signatures for the Form 10-K/A filing. |
| 2026-12-31 | Maturity date for loans receivable. |
Recommendation
sellThe filing reveals a company with zero revenue, increasing losses, significant operating expense growth, and a critical going concern warning from its auditors. While a new platform is in development, the current financial state and lack of any revenue generation make it a high-risk investment. The potential for future dilution from capital raises further weighs against a positive outlook.
Keywords
Superstar Platforms, 10-K/A, Annual Report, Amendment, PawnTrust, Fintech, Lending, Technology Conglomerate, Nevada, SEC Filing, Financial Statements, Going Concern
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