Filed 2025-04-15 · Period ending 2024-12-31 · 25,221 words · SEC EDGAR
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# Balance Labs, Inc. (BLNC) — 10-K **Filed:** 2025-04-15 **Period ending:** 2024-12-31 **Accession:** 0001641172-25-004842 **Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/1632121/000164117225004842/) **Origin leaf:** a73e4ef1fb1bdd46adf1e2e82111fe2f8027395cc44137529e51f1f023b432ae **Words:** 25,221 --- ** UNITED STATES** **SECURITIES AND EXCHANGE COMMISSION** **Washington, D.C. 20549** **FORM 10-K** ** ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** **For the fiscal year ended December 31, 2024** or ** TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** **For the transition period from ___________ to ___________** Commission file number: **333-202959** **BALANCE LABS, INC.** (Exact name of registrant as specified in its charter) | Delaware | | 47-1146785 | | | (State or other jurisdiction of Identification No.) | | (I.R.S. Employer incorporation or organization) | | | | | | | | 407 Lincoln Road, Suite 701, Miami Beach, FL | | 33139 | | | (Address of principal executive offices) | | (Zip Code) | | **(305) 907-7600** Registrants telephone number, including area code Securities registered pursuant to Section 12(b) of the Exchange Act: None Securities registered pursuant to Section 12(g) of the Exchange Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the 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 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). Yes No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 | | | 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 Exchange Act.) Yes No Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b). The aggregate market value (approximate) of the registrants voting and non-voting common equity held by non-affiliates based on the closing price per share of the Companys common stock on the OTC Pink Market on June 30, 2024 (the last business day of the registrants most recently completed second quarter) was $5,418,500. As of April 15, 2025, the number of shares of common stock of the registrant outstanding is 21,674,000, par value $0.0001 per share. | | | **** **TABLE OF CONTENTS** | | | Page | | | | PART I | 4 | | | | | | | | Item 1. | Business | 4 | | | | | | | | Item 1A. | Risk Factors | 6 | | | | | | | | Item 1B. | Unresolved Staff Comments | 11 | | | | | | | | Item 1C. | Cybersecurity | 11 | | | | | | | | Item 2. | Properties | 11 | | | | | | | | Item 3. | Legal Proceedings | 11 | | | | | | | | Item 4. | Mine Safety Disclosures | 12 | | | | | | | | | PART II | 12 | | | | | | | | Item 5. | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 12 | | | | | | | | Item 6. | Selected Financial Data | 13 | | | | | | | | Item 7. | Managements Discussion and Analysis of Financial Condition and Results of Operations | 13 | | | | | | | | Item 7A. | Quantitative and Qualitative Disclosures about Market Risk | 17 | | | | | | | | Item 8. | Financial Statements and Supplementary Data | 17 | | | | | | | | Item 9. | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure | 32 | | | | | | | | Item 9A. | Controls and Procedures | 32 | | | | | | | | Item 9B. | Other Information | 33 | | | | | | | | Item 9C. | Disclosure Regarding Foreign Jurisdictions That Prevent Inspections | 33 | | | | | | | | | PART III | 33 | | | | | | | | Item 10. | Directors, Executive Officers and Corporate Governance | 33 | | | | | | | | Item 11. | Executive Compensation | 35 | | | | | | | | Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 36 | | | | | | | | Item 13. | Certain Relationships and Related Transactions, and Director Independence | 37 | | | | | | | | Item 14. | Principal Accountant Fees and Services | 38 | | | | | | | | | PART IV | 39 | | | | | | | | Item 15. | Exhibits, Financial Statement Schedules | 39 | | | | | | | | Item 16. | Form 10-K Summary | 39 | | | | | | | | SIGNATURES | 40 | | | 2 | | **CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS** This Annual Report on Form 10-K contains forward-looking statements. Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as anticipate, believe, estimate, intend, could, should, would, may, seek, plan, might, will, expect, anticipate, predict, project, forecast, potential, continue negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward looking statements. We cannot predict all of the risks and uncertainties. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places throughout this Annual Report on Form 10-K and include information concerning possible or assumed future results of our operations, including statements about potential acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results, and any other statements that are not historical facts. These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of the Annual Report on Form 10-K. All subsequent written and oral forward-looking statements concerning other matters addressed in this Annual Report on Form 10-K and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Annual Report on Form 10-K. Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise. | 3 | | **PART I** **Item 1. Business.** **Overview** Balance Labs, Inc. was incorporated on June 5, 2014 under the laws of the State of Delaware. We are a consulting firm that provides business development and consulting services to startup and development-stage businesses. With each client, our company provides businesses in various industries with customized consulting services to meet their business needs and help them improve their business models, sales and marketing plans and internal operations, as well as introduce the businesses to experienced professional contacts that would be vital to the success of these businesses. The Company is led by our President, Chief Executive Officer and Chairman of the Board, Michael D. Farkas, who is a seasoned entrepreneur and has worked in corporate finance and in assisting and developing businesses in multiple industries for the past twenty-six (27) years. Along with Mr. Farkas, our management team consists of experienced businesspeople in high-tech fields such as telecommunications, electronic vehicle charging infrastructure, as well as the agricultural industry, specifically in the cultivation of olives and production of olive oil. Throughout the years while working with various companies, our management team recognized the need for an independent third-party company that could help developmental stage and startup businesses create and implement a viable business model, assist them in developing marketing, promotional and merchandising plans. Our business focuses on providing advice to entrepreneurs and assisting business owners so that their ideas can be fully developed and implemented. Due to limited resources, lack of experienced management and competing priorities, startup and developmental stage companies are not operating as efficiently as they can be, and therefore would benefit from an outside party that could assist in developing and executing certain strategies. We utilize our knowledge in developing businesses, share practical experiences with our clients and introduce the business owners to different experienced professionals who could help these inexperienced entrepreneurs further implement their ideas. Startups and development stage businesses across all industries commonly experience certain growing pains. Our plan is to prepare our clients for many inevitable challenges and develop a customized plan for them to overcome these obstacles so that they can focus on marketing their product(s) and/or service(s) to their potential customers. **Our Services** The Company will assist in the development and execution of the following services for our client companies: | | Business model development, including marketing research, naming and branding | | | | Business plan writing | | | | Financial modeling | | | | Website & mobile app development | | | | Employee and board member recruitment | | | | Patent/trademark filing assistance | | | | Professional introductions | | | | Product or service development | | | | Product production | | | | Develop marketing material | | | | Product or service placement | | | | Celebrity endorsements | | | | Introductions to professional services such as legal & accounting | | | | In the future we plan to offer executive office sharing and additional ancillary services | | **** | 4 | | **** **Target Market** The target market will consist of startup and developmental stage businesses located in the United States and abroad. We cater our services to startups and developmental stage companies that do not have the resources to execute or implement their business plan or ideas with the personnel in-house. Our client companies can derive value from our support and expertise with dealing with the typical growing pains and common mistakes experienced by startups. **Marketing and Sales** We are starting to become more active in the market by developing relationships initially with startups and development stage companies. In addition to the personal relationships of the principals, we plan to use our website www.balancelabs.co to promote our services and provide a contact function that allows potential clients to reach us for additional information. The references to our website in this Annual Report on Form 10-K are inactive textual references only. The information on our website is not incorporated by reference into this Annual Report on Form 10-K. We may also utilize social media such as Facebook, Twitter and an online blog to increase our presence online and communicate the value we can add. We do not have any specific marketing channels in place at this point to market our services to potential customers. In the next year end we plan to market our services through word of mouth or personal referrals. We also plan to advertise in startup and development stage specific journals and online media. Referrals from companies that are satisfied with our provided services are likely to be our most significant and efficient form of marketing. **Competition** Our primary source of competition will come from various service providers such as business plan writers, auditors, lawyers, marketing firms as well as many other types of service providers. In addition, those startups and development stage companies that have the resources and inclination to handle these tasks in-house will not need our services. There are also numerous established firms that offer some combination of marketing, promotional and general consulting services to startup and development stage companies in the industry. In addition, there are a number of large and well-established general marketing agencies that provide strategy and implementation services to the industry as well as a number of other industries. We are in a very competitive market and may struggle to differentiate ourselves as a specialist that provides more value for startup and development stage companies. **Services Pricing** The cost for consulting projects will depend on the scope of the project and time required to execute it. We may charge a flat fee based on the services that our clients request from us, an hourly rate, revenue share or a combination of the above in order to provide our clients with as many cost-effective options as possible. Additionally, all expenses incurred, including engaging third parties, travel as well as other approved expenses, will be passed through to the client for reimbursements. **Employees** We presently have no other employees other than our President and Chief Executive Officer, Michael Farkas, Secretary, Carmen Villegas, Chief Financial Officer, Joel Kleiner and General Counsel, Yechiel Baron. Over time, we may hire employees and/or engage additional independent contractors to execute our projects. These decisions will be made by our officers when appropriate. **Government Regulation** Our business activities currently are subject to no regulation by government agencies other than that routinely imposed on corporate businesses. We do not anticipate any regulations specific to our business activities in the future. | 5 | | **Seasonality** We do not have a seasonal business cycle. **Environmental Matters** Our business currently does not involve any environmental regulation. **Intellectual Property** We do not hold any patents, trademarks or other registered intellectual property on services or processes relating to our business. With the exception of domain name and mobile app in the future, we do not consider the grant of patents, trademarks or other registered intellectual property essential to the success of our business. **Where You Can Find Us** The Companys principal executive office and mailing address is 407 Lincoln Road, Suite 701, Miami Beach, FL 33139. Our telephone number is (305) 907-7600. We have registered the domain name of http://www.balancelabs.co. **Item 1A. Risk Factors.** **RISK FACTORS** You should carefully consider the risks described below together with all of the other information included in this Annual Report on Form 10-K before making an investment decision with regard to our securities. The statements contained in or incorporated herein that are not historic facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. If any of the following risks actually occurs, our business, financial condition or results of operations could be harmed. In that case, you may lose all or part of your investment. **Risks Related to Our Business** **IF WE DO NOT OBTAIN ADDITIONAL FINANCING OR SUFFICIENT REVENUES, OUR BUSINESS WILL FAIL** We have had limited operations since our formation. There can be no assurance that management of the Company will be successful in completing the Companys business development plan, devise a marketing plan to successfully reach the companies in this field or that the Company will generate sufficient revenues to meet its expenses or to achieve or maintain profitability. Our current operating funds are less than necessary to complete the full development of our business plan, and we most likely will need to obtain additional financing in order to complete our business plan. We currently have minimal operations, and we are not currently generating revenue or net income. The Company currently does not have sufficient funds to support its obligations. As a result, the Company will require additional financing to execute its business plan through raising additional capital and/or beginning to generate revenue. We do not currently have any firm arrangements for financing, and we can provide no assurance to investors that we will be able to find such additional financing if required. Obtaining additional financing is subject to a number of factors, including current financial condition as well as general market conditions. These factors affect the timing, amount, terms or conditions of additional financing unavailable to us. And if additional financing is not arranged, the company faces the risk of going out of business. The Companys management is currently engaged in actively pursuing multiple financing options to obtain the capital necessary to execute the Companys business plan, however, there cannot be any assurance that additional funds will be available when needed from any source, or if available, will be available on terms that are acceptable to us. | 6 | | **OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM HAS RAISED SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN** Our independent registered public accounting firm has expressed substantial doubt as to our ability to continue as a going concern. As discussed in the notes to the consolidated financial statements, these conditions raise substantial doubt from our independent auditor about our ability to continue as a going concern. Our plans regarding these matters are also described in the notes to our consolidated financial statements. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should our company be unable to continue as a going concern. We will require additional capital to implement our business plan and support our operations. Currently, we have no established bank financing arrangements. Therefore, depending on the revenue growth rate, we may need to seek additional financing through a future private offering of our equity or debt securities, or through strategic partnerships and other arrangements with corporate partners. We believe we will be successful in these efforts; however, there can be no assurance we will meet our internal revenue forecasts or, if necessary, be successful in raising additional debt or equity financing to fund our operations on terms agreeable to the company. These matters raise substantial doubt from our independent auditor about our ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might be necessary if we were unable to continue as a going concern. We presently do not have enough cash on hand to sustain our operations. If we are unable to meet our internal revenue forecasts or obtain additional financing on a timely basis, we may have to delay vendor payments and/or initiate cost reductions, which would have a material adverse effect on our business, financial condition and results of operations, and ultimately, we could be forced to discontinue our operations, liquidate, and/or seek reorganization under the U.S. bankruptcy code. **ADDITIONAL FINANCING MAY ADVERSELY IMPACT YOUR INTEREST** If we raise additional capital through the issuance of equity or convertible debt securities, the percentage ownership of our company held by existing shareholders will be reduced and those shareholders may experience significant dilution. In addition, we may also have to issue securities that may have rights, preferences, and privileges senior to our Common Stock. In the event we seek to raise additional capital through the issuance of debt or its equivalents, this will result in increased interest expense. **LIMITED EXPERIENCE IN MANAGING AND OPERATING A PUBLIC COMPANY** Our current management has limited experience managing and operating a public company and relies in many instances on the professional experience and advice of third parties including its attorneys and accountants. Failure to adequately comply with laws, rules, or regulations applicable to our business may result in fines or regulatory action, which may materially adversely affect our business, results of operations, or financial condition and could result in delays in the development of an active and liquid trading market for our stock. **SIGNIFICANT ADVERSE IMPACT TO OUR CAPITAL RESERVE OF ANY LIABLE UNINSURABLE CLAIM** Although we are in the process of obtaining the necessary Director and Officer liability insurance, we do not have any insurance to cover potential risks and general liabilities, including, but not limited to, injuries or economic losses arising out of or relating to our omission or errors in providing our services. Even if we decide to obtain insurance coverage in the future, it is possible that: (1) we may not be able to get enough insurance to meet our needs; (2) we may have to pay very high premiums for the additional coverage; (3) we may not be able to acquire any insurance for certain types of business risk; or (4) we may have gaps in coverage for certain risks. We may be exposed to potential uninsured claims for which we could have to expend significant amounts of capital. Consequently, if we were found liable for a significant uninsured claim in the future, we may be forced to expend a significant amount of our capital to resolve the uninsured claim. | 7 | | **COMPLETE CONTROL OVER THE COMPANY** Our majority shareholder, Balance Holdings, LLC, which our President, Chief Executive Officer and Chairman of the Board, Michael D. Farkas has investing and dispositive power of, beneficially own approximately 59.9% of our common stock. Mr. Farkas also has investing and dispositive power of Shilo Holding Group LLC, which own approximately 5.08% of our common stock. Therefore, Mr. Farkas is able to exercise control over all matters requiring shareholder approval, including the election of directors, amendment of our certificate of incorporation and approval of significant corporate transactions, and he also has significant control over our management and policies. The directors elected thereof will be able to significantly influence decisions affecting our capital structure. This control may have the effect of delaying or preventing changes in control or changes in management, or limiting the ability of our other shareholders to approve transactions that they may deem to be in their best interest. **DEPENDENCE ON KEY PERSONNEL** We will be dependent on services from our management team, including President, Chief Executive Officer and Chairman of the Board, Michael D. Farkas, Chief Financial Officer, Joel Kleiner and Secretary, Carmen Villegas. The loss of our officers and/or key employees could have a material adverse effect on the operations and prospects of the Company. Our management is expected to handle all marketing and sales efforts and manage the operations. Their responsibilities include formalizing business arrangements with third party service providers, directing the development of the Company website and other online communication tools, and formulating marketing materials to be used during presentations and meetings. At this time, we do not have an employment agreement with Ms. Villegas though the Company may enter into such an agreement with her on terms and conditions usual and customary for its industry. The Company does have an employment agreement with Mr. Farkas and Mr. Kleiner. The Company does not currently have key man life insurance on Ms. Villegas, Mr. Kleiner or Mr. Farkas. **** **HIGHLY COMPETITIVE MARKET** There are numerous established companies that offer some combination of marketing, promotional and general consulting services to startup and development stage companies in the industry. In addition, there are several large and well-established full-service consulting firms that provide strategy and implementation services to a broad spectrum of industries. We are a new entry into this competitive market and may struggle to differentiate ourselves as a specialist that provides more value for startup and development stage companies. **INDEMNIFICATION AND LIMITATION OF LIABILITY** Our Certificate of Incorporation and By-Laws include provisions that fully eliminate the personal liability of the directors of the Company for monetary damages possible under the laws of the State of Delaware or other applicable law. These provisions eliminate the liability of directors to the Company and its stockholders for monetary damages arising out of any violation of a director of his fiduciary duty of due care. Under Delaware law, however, such provisions do not eliminate the personal liability of a director for (i) breach of the directors duty of loyalty, (ii) acts or omissions not in good faith or involving intentional misconduct or knowing violation of law, (iii) payment of dividends or repurchases of stock other than from lawfully available funds, or (iv) any transaction from which the director derived an improper benefit. These provisions do not affect a directors liabilities under the federal securities laws or the recovery of damages by third parties. **POTENTIAL CLIENTS MAY NOT HAVE THE FUNDS OR THE NEED TO OUTSOURCE THIS WORK** Some companies have the resources to handle the strategy and implementation of these services in-house. Other companies may have limited available resources which will prohibit them from engaging us to help them develop and implement their strategy. Therefore, we risk having a limited niche potential client base. **COMPANY MAY RELY UPON INDEPENDENT CONTRACTORS TO IMPLEMENT SOLUTIONS** In order to implement our services at a scale commensurate with the business plan, we will most likely engage independent contractors who will need to be mentored and actively managed to ensure that their work product meets the standards of our Company. Recruiting, engaging, contracting, and maintaining independent contractors who can perform this work could cause delays, unplanned expenses and other adverse results for the Company. | 8 | | **REPORTING REQUIREMENTS UNDER THE EXCHANGE ACT AND COMPLIANCE WITH THE SARBANES-OXLEY ACT OF 2002, INCLUDING ESTABLISHING AND MAINTAINING ACCEPTABLE INTERNAL CONTROLS OVER FINANCIAL REPORTING, ARE COSTLY AND MAY INCREASE SUBSTANTIALLY** The rules and regulations of the SEC require a public company to prepare and file periodic reports under the Exchange Act, which will require that the Company engage legal, accounting, auditing and other professional services. The engagement of such services is costly. Additionally, the Sarbanes-Oxley Act of 2002 (the Sarbanes- Oxley Act) requires, among other things, that we design, implement and maintain adequate internal controls and procedures over financial reporting. The costs of complying with the Sarbanes-Oxley Act and the limited technically qualified personnel we have may make it difficult for us to design, implement and maintain adequate internal controls over financial reporting. In the event that we fail to maintain an effective system of internal controls or discover material weaknesses in our internal controls, we may not be able to produce reliable financial reports or report fraud, which may harm our overall financial condition and result in loss of investor confidence and a decline in our share price. As a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Act of 2010 and other applicable securities rules and regulations. Despite recent reforms made possible by the JOBS Act, compliance with these rules and regulations will nonetheless increase our legal and financial compliance costs, make some activities more difficult, time-consuming, or costly and increase demand on our systems and resources, particularly after we are no longer an emerging growth company. The Exchange Act requires, among other things, that we file annual, quarterly, and current reports with respect to our business and operating results. We are working with our legal, independent accounting and financial advisors to identify those areas in which changes should be made to our financial and management control systems to manage our growth and our obligations as a public company. These areas include corporate governance, corporate control, disclosure controls and procedures and financial reporting and accounting systems. We have made, and will continue to make, changes in these and other areas. However, we anticipate that the expenses that will be required in order to adequately prepare for being a public company could be material. We estimate that the aggregate cost of increased legal services; accounting and audit functions; personnel, such as a chief financial officer familiar with the obligations of public company reporting; consultants to design and implement internal controls; and financial printing alone will be a few hundred thousand dollars per year and could be several hundred thousand dollars per year. In addition, if and when we retain independent directors and/or additional members of senior management, we may incur additional expenses related to director compensation and/or premiums for directors and officers liability insurance, the costs of which we cannot estimate at this time. We may also incur additional expenses associated with investor relations and similar functions, the cost of which we also cannot estimate at this time. However, these additional expenses individually, or in the aggregate, may also be material. In addition, being a public company could make it more difficult or more costly for us to obtain certain types of insurance, including directors and officers liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. The impact of these events could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees, or as executive officers. The increased costs associated with operating as a public company may decrease our net income or increase our net loss and may cause us to reduce costs in other areas of our business or increase the prices of our products or services to offset the effect of such increased costs. Additionally, if these requirements divert our managements attention from other business concerns, they could have a material adverse effect on our business, financial condition and results of operations. | 9 | | **IF WE FAIL TO MAINTAIN EFFECTIVE INTERNAL CONTROLS OVER FINANCIAL REPORTING, THE PRICE OF OUR COMMON STOCK MAY BE ADVERSELY AFFECTED** We are required to establish and maintain appropriate internal controls over financial reporting. During the year ended December 31, 2024, we carried out an evaluation, under the supervision and with the participation of our management, including the principal executive officer and the principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on that evaluation and due to the lack of segregation of duties due to small Company staff size our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were ineffective as of the end of the period covered by this report. Failure to establish those controls, or any failure of those controls once established, could adversely affect our public disclosures regarding our business, prospects, financial condition, or results of operations. In addition, managements assessment of internal controls over financial reporting may identify weaknesses and conditions that need to be addressed in our internal controls over financial reporting or other matters that may raise concerns for investors. Any actual or perceived weaknesses and conditions that need to be addressed in our internal control over financial reporting or disclosure of managements assessment of our internal controls over financial reporting may have an adverse impact on the price of our common stock. **WE RELY HEAVILY ON INFORMATION TECHNOLOGY. ANY INTERRUPTION OR LAPSE RELATED TO THAT TECHNOLOGY, INCLUDING ANY CYBERSECURITY INCIDENTS, COULD HARM OUR ABILITY TO OPERATE OUR BUSINESS EFFECTIVELY** Despite our security measures, our information technology and infrastructure are subject to attacks or breaches. Any such breach could result in a material compromise of our systems or these systems of our third-party vendors, and the information stored there could be accessed, publicly disclosed, lost, stolen, or rendered, permanently or temporarily, inaccessible. Furthermore, we may not promptly discover a system intrusion. Attacks could have a material impact on our business, operations or financial results. Any such access, disclosure or other loss of information, including our data being breached at third party providers, could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, disrupt our operations and damage our reputation, which could adversely affect our business. **Risks Related to Our Common Stock** **THERE IS A LIMITED PUBLIC MARKET FOR OUR SECURITIES** Our common stock is not listed on any national securities exchange. Accordingly, investors may find it more difficult to buy and sell our shares than if our common stock was traded on an exchange. Although our common stock is quoted on the OTC Pink, it is an unorganized, inter-dealer, over-the-counter market which provides significantly less liquidity than the Nasdaq Capital Market or other national securities exchange. These factors may have an adverse impact on the trading and price of our common stock. And our common stock may be less attractive for margin loans, for investment by financial institutions, as consideration in future capital raising transactions or other purposes. **NOT LIKELY TO PAY DIVIDENDS** We currently intend to retain any future earnings for use in the operation and expansion of our business. Accordingly, we do not expect to pay any dividends in the foreseeable future but will review this policy as circumstances dictate. **WE ARE SUBJECT TO THE SECS PENNY STOCK RULES** We are subject to the SECs penny stock rules if our shares of Common Stock sell below $5.00 per share. Penny stocks generally are equity securities with a price of less than $5.00. The penny stock rules require broker-dealers to deliver a standardized risk disclosure document prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson, and monthly account statements showing the market value of each penny stock held in the customers account. The bid and offer quotations, and the broker-dealer and salesperson compensation information must be given to the customer orally or in writing prior to completing the transaction and must be given to the customer in writing before or with the customers confirmation. In addition, the penny stock rules require that prior to a transaction, the broker dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchasers written agreement to the transaction. The penny stock rules are burdensome and may reduce purchases of any offerings and reduce the trading activity for shares of our Common Stock. As long as our shares of Common Stock are subject to the penny stock rules, the holders of such shares of Common Stock may find it more difficult to sell their securities. | 10 | | **Item 1B. Unresolved Staff Comments.** Not applicable. **Item 1C. Cybersecurity** We have processes in place for assessing, identifying, and managing material risks from cybersecurity threats, including potential unauthorized occurrences on or through both, our physical systems and electronic information systems, that could adversely affect the confidentiality, integrity, or availability of our information systems or the information residing on those systems. These include a wide variety of mechanisms, controls, technologies, methods, systems, and other processes that are designed to prevent, detect, or mitigate data loss, theft, misuse, unauthorized access, or other security incidents or vulnerabilities affecting the data. The data include confidential, proprietary, and business and personal information that we collect, process and store as part of our business, including on behalf of third parties. Additionally, we use processes to oversee and identify material risks from cybersecurity threats associated with our use of third-party technology and systems, including: technology and systems we use for encryption and authentication; employee email; content delivery to customers; back-office support; and other functions. As part of our risk management process, we conduct application security assessments, vulnerability management, penetration testing, security audits, and ongoing risk assessments. We also maintain a variety of incident response plans that are utilized when incidents are detected. We require employees with access to information systems, including all corporate employees, to undertake data protection and cybersecurity training and compliance programs at least annually. We have a unified and centrally-coordinated team, led by our Michael Farkas that is responsible for implementing and maintaining centralized cybersecurity and data protection practices at the Company in close coordination with senior leadership and other teams across the Company. In addition, we also engage assessors, consultants, auditors, or other third parties to assist with assessing, identifying and managing cybersecurity risks. Our cybersecurity risks and associated mitigations are evaluated by senior leadership, including as part of our risk assessments that are reviewed by the board of directors. The board of directors oversees our policies and procedures for protecting our cybersecurity infrastructure and for compliance with applicable data protection and security regulations, and related risks. They also oversee the response to any significant cybersecurity incidents. Our Michael Farkas, who has cybersecurity knowledge and skills, heads the team responsible for implementing and maintaining cybersecurity and data protection practices at the Company. We describe whether and how risks from cybersecurity threats have or that are reasonably likely to affect our financial position, results of operations and cash flows, under the heading WE RELY HEAVILY ON INFORMATION TECHNOLOGY. ANY INTERRUPTION OR LAPSE RELATED TO THAT TECHNOLOGY, INCLUDING ANY CYBERSECURITY INCIDENTS, COULD HARM OUR ABILITY TO OPERATE OUR BUSINESS EFFECTIVELY. included as part of our Item 1A. Risk Factors of this Annual Report on Form 10-K, which disclosures are incorporated by reference herein. **Item 2. Properties.** The Companys mailing address is 407 Lincoln Road, Suite 701, Miami Beach, FL 33139. Our telephone number is (305) 907-7600. **Item 3. Legal Proceedings.** To the best of our knowledge, there are no material pending legal proceedings to which we are a party or of which any of our property is the subject. From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. | 11 | | **Item 4. Mine Safety Disclosures.** Not Applicable. **** **PART II** **Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.** **Market Information** The Companys common stock is currently quoted on the OTC Market Pink under symbol BLNC. Our stock is thinly traded and there is no active trading market developed for our shares of common stock. The following table sets forth the high and low bid prices per share of common stock for the periods indicated. These prices represent inter-dealer quotations without retail markup, markdown, or commission and may not necessarily represent actual transactions. | | | Common Stock | | | | | | | High | | | | Low | | | | Fiscal Year Ended December 31, 2024: | | | | | | | | | | | Fiscal Quarter Ended March 31, 2024 | | $ | 0.23 | | | $ | 0.23 | | | | Fiscal Quarter Ended June 30, 2024 | | $ | 0.25 | | | $ | 0.25 | | | | Fiscal Quarter Ended September 30, 2024 | | $ | 0.182 | | | $ | 0.182 | | | | Fiscal Quarter Ended December 31, 2024 | | $ | 0.2122 | | | $ | 0.2122 | | | | Fiscal Year Ended December 31, 2023: | | | | | | | | | | | Fiscal Quarter Ended March 31, 2023 | | $ | 0.235 | | | $ | 0.235 | | | | Fiscal Quarter Ended June 30, 2023 | | $ | 0.235 | | | $ | 0.235 | | | | Fiscal Quarter Ended September 30, 2023 | | $ | 0.235 | | | $ | 0.235 | | | | Fiscal Quarter Ended December 31, 2023 | | $ | 0.235 | | | $ | 0.235 | | | **Common Stock** **** All outstanding shares of common stock are of the same class and have equal rights and attributes. The holders of common stock are entitled to one vote per share on all matters submitted to a vote of stockholders of the Company. All stockholders are entitled to share equally in dividends, if any, as may be declared from time to time by the Companys board of directors out of funds legally available. In the event of liquidation, the holders of common stock are entitled to share ratably in all assets remaining after payment of all liabilities. The stockholders do not have cumulative or preemptive rights. **Preferred Stock** **** Our Certificate of Incorporation authorizes the issuance of up to 50,000,000 shares of Preferred Stock. Accordingly, our board of directors is empowered, without stockholder approval, to issue Preferred Stock with dividend, liquidation, conversion, voting, or other rights, which could adversely affect the voting power, or other rights of the holders of the Common Stock. In the event of issuance, the Preferred Stock could be utilized, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of the Company. Although we have no present intention to issue any shares of our authorized Preferred Stock, there can be no assurance that the Company will not do so in the future. **Holders** As of April 10, 2025, we had approximately 52 holders of our common stock. | 12 | | **Dividends** To date, we have not declared or paid any dividends on our common stock. We currently do not anticipate paying any cash dividends in the foreseeable future on our common stock. Although we intend to retain our earnings, if any, to finance the exploration and growth of our business, our board of directors has the discretion to declare and pay dividends in the future. Payment of dividends in the future will depend upon our earnings, capital requirements, and any other factors that our board of directors deems relevant. **Equity Compensation Plan Information** The Company does not have any equity compensation plan. **Recent Sales of Unregistered Securities** None. **Issuer Purchases of Equity Securities** None. **Item 6. Selected Financial Data.** Smaller reporting companies are not required to provide the information for this item. **Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operation**. **Plan of Operations** Our plan is to prepare our clients for the many inevitable challenges they will encounter and to develop a customized plan for them to overcome these obstacles, so that they can focus on marketing their product(s) and/or service(s) to their potential customers. Although weve only worked with three clients since inception, our goal is to add and service a minimum of two to three new clients between now and the end of 2025. Were marketing our services through both personal contact and online by (a) mining our existing network of professional contacts via personal outreach programs, which will also target international prospects that may wish to enter the US market; (b) expanding our network by attending targeted conferences and professional gatherings; and (c) utilizing our website at www.balancelabs.co, plus engaging potential clients on social media, including LinkedIn, Facebook and Twitter. However, because we have a limited budget allocated for an on-line marketing campaign, we anticipate that professionals within our professional network and personal referrals from companies that are satisfied with our professional services are likely to be our most significant and efficient near-term form of marketing. We believe that we can support our clients with our existing full-time staff, supplemented with part-time sub-contracted professionals and service providers, as necessary. Between now and the end of 2025, we intend to formalize our relationships with these subcontractors so that we can offer our clients turn-key business development products and services. The Company incorporated or formed nine subsidiaries since 2016: Balance Labs, LLC, Balance AgroTech Co., Advanced AutoTech Co., Balance Cannabis Co., Balance Medical Marijuana Co. Krypto Ventures Inc, formerly known as KryptoBank Co., a former subsidiary. Except for Krypto Ventures Inc., formerly known as KryptoBank Co. all of the subsidiaries are wholly owned by the Company. On July 29, 2021, the Company exchanged 52,500,000 shares of common stock in Krypto Ventures, Inc. for 119,584,736 shares of common stock in Descrypto Holdings, Inc. (Descrypto) (formerly W Technologies Inc.), an unrelated party in a Share Exchange Agreement. As a result, Krypto Ventures, Inc was deconsolidated and is no longer our subsidiary. | 13 | | In November 2018, the Company acquired a non-controlling minority interest in a new startup company, iGrow Systems, Inc. As of December 31, 2024, this investment has no value based on the equity method of accounting. iGrow Systems, Inc., was developing a plant growing device for home use. iGrow Systems Inc has closed and is no longer in operations. The Company owned a majority interest in Krypto Ventures Inc, formerly known as KryptoBank Co. On July 29, 2021, the Company exchanged 52,500,000 shares of common stock in Krypto Ventures, Inc. for 119,584,736 shares of common stock in W Technologies Inc. (W Tech), an unrelated party in a Share Exchange Agreement. As of December 31, 2024, the investment had a fair value of $0, due to the stock being illiquid, and it is recorded on our consolidated balance sheet using the equity method. On November 17, 2021, W Tech repurchased all the shares owned by the Company and the Company no longer owns any portion of Krypto Ventures Inc.s or W Techs outstanding shares of common stock. On December 2, 2020, the Company received 1,000,000 shares from NextNRG Inc. (Formerly known EZFill Holdings, Inc), a related party, for past services, with each share valued at $1 each. At the time of acquiring these shares, NextNRG, Inc. (Formerly known as EZFill Holdings, Inc.) was not a publicly traded company. On September 14, 2021, the S-1 Registration Statement for NextNRG, Inc. (Formerly known as EZFill Holdings, Inc.) was declared effective by the U.S. Securities and Exchange Commission. As a result of becoming a publicly traded company, our investment is now recorded at fair value as available-for-sale securities on December 31, 2024, with the gains and losses being recorded through other income on the consolidated statements of operations for the year ended December 31, 2023 and 2024. On November 18, 2020, the Company executed a two (2) year, third-party consulting agreement with NextNRG, Inc. (Formerly known as EZFill Holdings, Inc.) for various corporate services. The current service agreement has expired effective November 18, 2022. In connection with this agreement, and with the effectiveness of the Companys Form S-1 registration statement, the Company was entitled to compensation as follows: 1,000,000 shares of common stock having a fair value of $1,000,000 ($1.00/share), each based on a recent cash price of the related party, and a one time payment of $200,000 upon completion of the Companys IPO. during the first year of the agreement, $25,000 per month, with the 1st payment due 30 days after the completion of the Companys IPO, during the second year of the agreement, $22,500 per month, and on each anniversary of the agreement, 500,000 shares of common stock. At December 31, 2024, the Company owned 26,573 shares after a reverse stock split adjustment of 1 for 3.763243, a reverse stock split adjustment of 1 for 8, and a reverse stock split adjustment of 1 for 2.5. The fair value of the investment in NextNRG, Inc. (Formerly known as EZFill Holdings, Inc.) was reported on the balance sheet as Investment at fair value - related party totaling $82,376 ($3.10/share). The Company recorded an adjustment of ($25,536) for the twelve months ending December 31, 2024, as unrealized loss on securities. On January 29, 2021, the Company received 20% ownership of Pharmacy No. 27, Ltd, a company based in Israel, as part of a Note Receivable from a third party (see Note 5). As of December 31, 2024, the investment has a fair value of $0, based upon the quoted closing trading price and it is recorded on our consolidated balance sheet using the equity method. In addition, the interest receivable associated with this note has fully been reserved in the amount of $21,958 as of December 31, 2024. Our primary requirement for funding is for working capital in order to accommodate temporary negative cash flows from operations (see Liquidity and Capital Resources). | 14 | | **Results of Operations** **For the years ended December 31, 2024 and December 31, 2023.** *Overview* We reported a net loss of $528,223 and $381,571 for the years ended December 31, 2024 and 2023, respectively. This represents a difference of $146,652, or 38%, primarily due to an increase of approximately $130,000 in wages and salaries and an increase of approximately $47,000 in legal and professional fees, partially offset by a decrease in interest expense and general and administrative costs. *Revenues - Related Party* For the years ended December 31, 2024 and 2023, we generated $0 and $0, respectively in revenue. *General and Administrative Expenses* General and administrative expenses were $13,647 and $35,571 for the years ended December 31, 2024 and 2023, respectively, a decrease of $21,924 or 62% due to a decrease in printing, rent, and utilities expenses. *Professional Fees* Professional fees were $71,634 and $25,085 for the years ended December 31, 2024 and 2023, respectively, an increase of $46,549 or 186% due to decrease in accounting and legal fees for the year. *Other Income and Expense* Other expenses for the year ended December 31, 2024 was $256,938. Other expense for the year ended December 31, 2023 was $265,271. This represents a difference of $7,027 which was attributable to an unrealized loss from available for sale securities, and a slight increase in accrued interest expense on note payable. *Unrealized gain or loss on available for sale securities* Unrealized loss on available for sale securities for the year ended December 31, 2024 was $25,536. Unrealized gain on available for sale securities for the year ended December 31, 2023 was $40,896. This represents an increase of $15,360 or 36% attributable to an decrease in the stock price of the securities coupled with a reverse stock split of 2.5 to 1. *Net Loss allocated from Equity Method Investees* Net Loss allocated from Equity Method Investee for the years ended December 31, 2024 and 2023 was $0 and $0, respectively. **Liquidity and Capital Resources** We measure our liquidity in a number of ways, including the following: | | | December 31, 2024 | | | December 31, 2023 | | | | Cash | | $ | 13,199 | | | $ | 112,809 | | | | Working capital (deficiency) | | $ | (5,071,106 | ) | | $ | (4,542,883 | ) | | | 15 | | *Availability of Additional Funds* Except for the monthly consulting fee to our CEO and Chairman of the Board, as described elsewhere in this report, we currently do not have any material commitments for capital expenditures. We are actively pursuing new client relationships. Even if we were to add a new client(s), due to our current lack of a diversified client base, there could be temporary imbalances between cash receipts and cash operating expenditures, which means that we may need additional capital. The engagement revenues associated with most client engagements will self-fund the in-house and sub-contractor services we need in order to supply products and services to our clients. As of December 31, 2024, the Company had a working capital deficiency of $5,071,106 and used cash in operations of $157,110. In addition, the Company is working to manage its current liabilities while it continues to make changes in operations to further improve its cash flow and liquidity position. **Net Cash Used in Operating Activities** We experienced negative cash flows from operating activities for the years ended December 31, 2024 and 2023, in the amount of $157,110 and $122,502, respectively. **Net Cash Used in Investing Activities** Net cash used in investing activities during the years ended December 31, 2024 and 2023 was $0 and $0, respectively. **Net Cash Provided by Financing Activities** Net cash provided by financing activities during the years ended December 31, 2024 and 2023 was $57,500 and $0, respectively. **Our Auditors Have Issued a Going Concern Opinion** The Companys independent registered public accounting firm has expressed substantial doubt regarding the Companys ability to continue as a going concern as of December 31, 2024. The audited financial statements in this report on Form 10-K have been prepared assuming that the Company will continue as a going concern. The reasons for the substantial doubt include the Companys limited cash resources, insufficient revenue to cover operating expenses, net losses, and accumulated deficit. The Companys plans to address these matters are described in the notes to the financial statements. These financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern. The Company anticipates the receipt of funding within such period, but there can be no assurance that it will occur. If the Company is unable to meet its internal revenue forecasts or obtain additional financing on a timely basis, it may have to delay vendor payments and/or initiate cost reductions, which would have a material adverse effect on the Companys business, financial condition and results of operations, and ultimately it could be forced to discontinue the Companys operations, liquidate, and/or seek reorganization under the U.S. bankruptcy code. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain restrictions on our operations, in the case of debt financing or cause substantial dilution for our stockholders, in case of equity financing. **Off-Balance Sheet Arrangements** We do not have any off-balance sheet arrangements. | 16 | | **Critical Accounting Policies and Estimates** *Use of Estimates* The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America (GAAP) requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Estimates may include those pertaining to accruals, stock-based compensation and income taxes. Actual results could materially differ from those estimates. *Revenue Recognition* The Company accounts for revenues under FASB ASC 606, which is a comprehensive new revenue recognition model that requires revenue to be recognized in a manner to depict the transfer of goods or services to a customer at an amount that reflects the consideration expected to be received in exchange for those goods or services. The Company considers revenue realized or realizable and earned when all the five following criteria are met: (1) Identify the Contract with a Customer, (2) Identify the Performance Obligations in the Contract, (3) Determine the Transaction Price, (4) Allocate the Transaction Price to the Performance Obligations in the Contract, and (5) Recognize Revenue When (or As) the Entity Satisfies a Performance Obligation. *Fair Value of Financial Instruments* The Company measures its financial assets and liabilities in accordance with GAAP. For certain of our financial instruments, including cash, accounts payable, and the short-term portion of long-term debt, the carrying amounts approximate fair value due to their short maturities. We adopted accounting guidance for financial and non-financial assets and liabilities (ASC 820). This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: | | Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. | | | | | | | | Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. | | | | | | | | Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use. | | **Recent Accounting Standards** We have implemented all new accounting standards that are in effect and may impact our consolidated financial statements and do not believe that there are any other new accounting standards that have been issued that might have a material impact on our financial position or results of operations. In August 2020, FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity; Own Equity (ASU 2020-06), as part of its overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. Among other changes, the new guidance removes from GAAP separation models for convertible debt that require the convertible debt to be separated into a debt and equity component, unless the conversion feature is required to be bifurcated and accounted for as a derivative or the debt is issued at a substantial premium. As a result, after adopting the guidance, entities will no longer separately present such embedded conversion features in equity and will instead account for the convertible debt wholly as debt. The new guidance also requires use of the if-converted method when calculating the dilutive impact of convertible debt on earnings per share, which is consistent with the Companys current accounting treatment under the current guidance. The guidance is effective for financial statements issued for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years, with early adoption permitted, but only at the beginning of the fiscal year. The Company has adopted this standard. ** ** In November 2023, the FASB issued ASU 2023-07, which introduces enhancements to the disclosure requirements for reportable segments. The update mandates: | | More detailed disclosures regarding significant segment expenses. | | | | Alignment of segment reporting requirements with the information regularly reviewed by management. | | | | The Company adopted ASU 2023-07 effective January 1, 2024. This adoption did not have a material impact on the Companys consolidated financial statements. | | ** ** **Item 7A. Quantitative and Qualitative Disclosures about Market Risk** Not required for smaller reporting companies. **Item 8. Consolidated Financial Statements and Supplementary Data.** | 17 | | ***** **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To the Board of Directors and Stockholders of Balance Labs, Inc. **** **Opinion on the Financial Statements** We have audited the accompanying consolidated balance sheet of Balance Labs, Inc. (the Company) as of December 31, 2024, and the related consolidated statement of operations, changes in stockholders (deficit), and cash flows for the year ended December 31, 2024 and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. The financial statements of Balance Labs, Inc. as of December 31, 2023 were audited by other auditors whose report dated April 15, 2024 expressed an unqualified opinion on those statements. **Going Concern** **** The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has an accumulated deficit and a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. Managements plans regarding those matters are discussed in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. **Basis for Opinion** **** These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on the Companys financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and the significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe our audit provides a reasonable basis for our opinion. **Critical Audit Matter** **** The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that were communicated, or required to be communicated, to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinion on the critical audit matter or on the accounts or disclosures to which they relate. Due to the net loss for the year, the Company evaluated the need for a going concern. Auditing managements evaluation of a going concern can be a significant judgement given the fact that the Company uses management estimates on future revenues and expenses which are not able to be substantiated. As discussed in Note 2, the Company has a going concern due to its insufficient cash balance and accumulated net losses. To evaluate the appropriateness of the going concern, we examined and evaluated the financial information along with managements plans to mitigate the going concern and managements disclosure on going concern. /s/ M&K CPAS, PLLC PCAOB Firm ID is 2738 We have served as the Companys auditor since 2024 The Woodlands, TX April 15, 2025 | 18 | | **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To the Board of Directors and Stockholders of Balance Labs, Inc. and Subsidiaries. **** **Opinion on the Financial Statements** We have audited the accompanying consolidated balance sheets of Balance Labs Inc. and Subsidiaries (the Company) as of December 31, 2023 and the related consolidated statements of operations, stockholders deficit, and cash flow for the year ended December 31, 2023, and the related notes (collectively referred to as the financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and the results of its operations and its cash flow for the year ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America. **** **Explanatory Paragraph Going Concern** The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company had a net loss of $381,571, for the year ended December 31, 2023. In addition, the Company had an accumulated deficit of $5,355,098 and had negative working capital of $4,542,883. These factors raise substantial doubt about the Companys ability to continue as a going concern. Managements plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. **** **Basis for Opinion** These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on the Companys consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. **** **Critical Audit Matters** The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We did not identify any critical audit matters that need to be communicated. | | | | | | | | We have served as the Companys auditor since 2022. | | | Margate, Florida | | | | April 15, 2024 | | | 19 | | **Balance Labs, Inc. and Subsidiaries** **** **Consolidated Balance Sheets** | | | December 31, 2024 | | | December 31, 2023 | | | | | | | | | | | | | Assets | | | | | | | | | | | | | | | | | | | | | | Current Assets | | | | | | | | | | | Cash and cash equivalents | | $ | 13,199 | | | $ | 112,809 | | | | Marketable securities- Related Party | | | 82,376 | | | | 107,912 | | | | | | | | | | | | | | | Total Current Assets | | | 95,575 | | | | 220,721 | | | | | | | | | | | | | | | Total Assets | | $ | 95,575 | | | $ | 220,721 | | | | | | | | | | | | | | | Liabilities and Stockholders Deficit | | | | | | | | | | | | | | | | | | | | | | Current Liabilities | | | | | | | | | | | Accounts payable and accrued expenses | | $ | 1,718,922 | | | $ | 1,381,849 | | | | Accounts payable - related party | | | 911,659 | | | | 911,659 | | | | Short -term advances - related party | | | 1,731,058 | | | | 1,673,558 | | | | Convertible note payable, net of debt discount of $0 and $0 as of December 31, 2024 and 2023 | | | 173,192 | | | | 173,192 | | | | Convertible note payable, net of debt discount of $0 and $8,504 as of December 31, 2024 and 2023 | | | 525,000 | | | | 516,496 | | | | Convertible note payable, net of debt discount | | | 525,000 | | | | 516,496 | | | | Notes payable - related party - net of debt discount of $0 and $0 as of December 31, 2024 and 2023 | | | 106,850 | | | | 106,850 | | | | | | | | | | | | | | | Total Current Liabilities | | | 5,166,681 | | | | 4,763,604 | | | | | | | | | | | | | | | Total Liabilities | | | 5,166,681 | | | | 4,763,604 | | | | | | | | | | | | | | | Commitments and Contingencies (Note 7) | | | - | | | | - | | | | | | | | | | | | | | | Stockholders Deficit | | | | | | | | | | | Preferred stock, $0.0001 par value, 50,000,000 shares authorized, none issued and outstanding as of December 31, 2024 and 2023 | | | - | | | | - | | | | Common stock, $0.0001 par value: authorized 500,000,000, 21,674,000 and 21,674,000 shares issued and outstanding as of December 31, 2024 and 2023, respectively | | | 2,167 | | | | 2,167 | | | | Additional paid-in capital | | | 810,048 | | | | 810,048 | | | | Accumulated deficit | | | (5,883,321 | ) | | | (5,355,098 | ) | | | | | | | | | | | | | | Total Stockholders Deficit | | | (5,071,106 | ) | | | (4,542,883 | ) | | | | | | | | | | | | | | Total Liabilities and Stockholders Deficit | | $ | 95,575 | | | $ | 220,721 | | | The accompanying notes are an integral part of the consolidated financial statements* ** | 20 | | ** **Balance Labs, Inc. and Subsidiaries** **** **Consolidated Statements of Operations** | | | | | | | | | | | | For the Years Ended December 31, | | | | | | 2024 | | | 2023 | | | | | | | | | | | | | Revenues - related party | | $ | - | | | $ | - | | | | | | | | | | | | | | | Costs and expenses | | | | | | | | | | | General and administrative expenses | | | 13,647 | | | | 35,571 | | | | Professional fees | | | 71,634 | | | | 25,085 | | | | Salaries and wages | | | 186,004 | | | | 55,644 | | | | Total operating expenses | | | 271,285 | | | | 116,300 | | | | | | | | | | | | | | | Loss from operations | | | (271,285 | ) | | | (116,300 | ) | | | | | | | | | | | | | | Other income (expense) | | | | | | | | | | | Unrealized loss on marketable securities | | | (25,536 | ) | | | (40,896 | ) | | | Interest expense | | | (231,402 | ) | | | (224,375 | ) | | | Total other expense net | | | (256,938 | ) | | | (265,271 | ) | | | | | | | | | | | | | | Net loss | | $ | (528,223 | ) | | $ | (381,571 | ) | | | | | | | | | | | | | | Net Loss attributable to the Company | | $ | (528,223 | ) | | $ | (381,571 | ) | | | | | | | | | | | | | | Net Loss per share basic | | $ | (0.02 | ) | | $ | (0.02 | ) | | | | | | | | | | | | | | Net Loss per share diluted | | $ | (0.02 | ) | | $ | (0.02 | ) | | | | | | | | | | | | | | Weighted average number of shares basic | | | 21,674,000 | | | | 21,674,000 | | | | | | | | | | | | | | | Weighted average number of shares - diluted | | | 21,674,000 | | | | 21,674,000 | | | *The accompanying notes are an integral part of the consolidated financial statements.* | 21 | | **Balance Labs, Inc. and Subsidiaries** **** **Consolidated Statements of Changes in Stockholders (Deficit)** **** **For the Years Ended December 31, 2024, and 2023** | | | | | | | | | | | | | | | | | | | | | Common Stock | | | Additional Paid-in | | | Accumulated | | | Total Stockholders | | | | | | Shares | | | Amount | | | Capital | | | Deficit | | | (Deficit) | | | | | | | | | | | | | | | | | | | | | | December 31, 2022 | | | 21,674,000 | | | $ | 2,167 | | | $ | 810,048 | | | $ | (4,973,527 | ) | | $ | (4,161,312 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | Net loss | | | - | | | | - | | | | - | | | | (381,571 | ) | | | (381,571 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | December 31, 2023 | | | 21,674,000 | | | $ | 2,167 | | | $ | 810,048 | | | $ | (5,355,098 | ) | | $ | (4,542,883 | ) | | | Balance | | | 21,674,000 | | | $ | 2,167 | | | $ | 810,048 | | | $ | (5,355,098 | ) | | $ | (4,542,883 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | Net loss | | | - | | | | - | | | | - | | | | (528,223 | ) | | | (528,223 | ) | | | December 31, 2024 | | | 21,674,000 | | | $ | 2,167 | | | $ | 810,048 | | | $ | (5,883,321 | ) | | $ | (5,071,106 | ) | | | Balance | | | 21,674,000 | | | $ | 2,167 | | | $ | 810,048 | | | $ | (5,883,321 | ) | | $ | (5,071,106 | ) | | *The accompanying notes are an integral part of the consolidated financial statements.* | 22 | | **** **Balance Labs, Inc. and Subsidiaries** **** **Consolidated Statements of Cash Flows** | | | 2024 | | | 2023 | | | | | | For the Years December 31, | | | | | | 2024 | | | 2023 | | | | Operating activities | | | | | | | | | | | Net loss | | $ | (528,223 | ) | | $ | (381,571 | ) | | | Adjustments to reconcile net loss to net cash (used in) operations | | | | | | | | | | | Amortization of debt discount | | | 8,504 | | | | 11,341 | | | | Unrealized loss (gain) on available - for - sale securities | | | 25,536 | | | | 40,896 | | | | Changes in operating assets and liabilities | | | | | | | | | | | (Increase) decrease in | | | | | | | | | | | Accounts receivable | | | - | | | | 45,000 | | | | Increase (decrease) in | | | | | | | | | | | Accounts payable and accrued expenses | | | 337,073 | | | | 161,832 | | | | Net cash (used in) provided by operating activities | | | (157,110 | ) | | | (122,502 | ) | | | Investing activities | | | | | | | | | | | Net cash provided by investing activities | | | - | | | | - | | | | | | | | | | | | | | | Financing activities | | | | | | | | | Short -term advances -related party | | | 57,500 | | | | - | | | | | | | | | | | | | | | Net cash provided by financing activities | | | 57,500 | | | | - | | | | | | | | | | | | | | | Net (decrease) increase in cash | | | (99,610 | ) | | | (122,502 | ) | | | | | | | | | | | | | | Cash and cash equivalents - beginning of period | | | 112,809 | | | | 235,311 | | | | | | | | | | | | | | | Cash and cash equivalents - end of period | | $ | 13,199 | | | $ | 112,809 | | | | | | | | | | | | | | | Supplemental disclosure of cash flow information | | | | | | | | | | | Cash paid for interest | | $ | - | | | $ | - | | | | Cash paid for income tax | | $ | - | | | $ | - | | | | | | | | | | | | | | | Supplemental disclosure of non-cash operating activities | | | | | | | | | | | Reversal of accrued expense payable | | $ | - | | | $ | 40,165 | | | | Total non-cash operating activities | | $ | - | | | $ | 40,165 | | | *The accompanying notes are an integral part of the consolidated financial statements.* ** | 23 | | **BALANCE LABS, INC.** **** **Condensed Notes to Consolidated Financial Statements** **** **December 31, 2024** **** **(Unaudited)** **** **Note 1 Business Organization and Nature of Operations** **** Balance Labs, Inc. (Balance Labs or the Company) was incorporated on June 5, 2014, under the laws of the State of Delaware. Balance Labs is a consulting firm that provides business development and consulting services to start up and development stage businesses. The Company offers services to help businesses in various industries improve and fine tune their business models, sales and marketing plans and internal operations as well as make introductions to professional services such as business plan writing, accounting firms and legal service providers. **Note 2 Going Concern** **** The consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company used $157,110 of cash in operating activities during the year ended December 31, 2024, and currently has $13,199 in cash as of December 31, 2024. Additionally, at December 31, 2024, the Company had an accumulated deficit of $5,883,321 and an accumulated deficit of $5,071,106. There is substantial doubt about the Company to continue as a going concern for a period of twelve months from the date of these financial statements were made available. The Company without additional sources of debt or equity capital would potentially need to cease operations. Management plans to seek to raise additional capital within the next twelve months that is expected to sustain its operations for the next year. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain restrictions on our operations, in the case of debt financing or cause substantial dilution for our stockholders, in case of equity financing. In addition, the Company expects to begin a marketing campaign to market and sell its services. There can be no assurance that such a plan will be successful. The accompanying consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. **Note 3 Summary of Significant Accounting Policies** **** *Cash and Cash Equivalents* The Company considers all highly liquid temporary cash investments with an original maturity of 90 days or less to be cash equivalents. At December 31, 2024, and December 31, 2023, the Company had $2,000 and $2,000 in cash equivalents, respectively. *Use of Estimates* ** The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Estimates may include those pertaining to stock-based compensation, depreciable lives of fixed assets and deferred tax assets. Actual results could materially differ from those estimates. *Business Segments and Expense Disclosure* The Company follows ASC 280, Segment Reporting, which requires public entities to report financial and descriptive information about their reportable operating segments. ASC 280-10-50-1 states that an operating segment is a component of a public entity that: | | | Engages in business activities from which it may earn revenues and incur expenses; | | | | | | | | | | Has operating results that are regularly reviewed by the Chief Operating Decision Maker (CODM, which is our Chief Executive Officer) to make decisions about resource allocation and performance assessment; and | | | | | | | | | | Has discrete financial information available. | | | 24 | | Under ASC 280-10-50-5, a public entity is required to report separately only those operating segments that meet certain quantitative thresholds. However, as specified in ASC 280-10-50-11, if a companys business activities are managed as a single operating segment and reviewed on a consolidated basis, the company may report as a single segment. The Company has determined that it operates as one reportable segment, as its CODM reviews the business rather than by distinct business components. Application of ASU 2023-07 Segment Expense Disclosure Requirements In October 2023, the FASB issued ASU 2023-07, which enhances segment reporting by requiring public entities to disclose significant segment expenses that are regularly reviewed by the CODM. However, under ASC 280-10-50-31, these requirements apply only to entities with multiple reportable segments. Since the Company operates as a single reportable segment, it is not required to disclose segment expenses separately. Although ASC 280-10-50-32 allows entities to voluntarily disclose additional segment-related information, including a breakdown of expenses, the Company is not required to present individual expense categories, and has not done so, because its operations are reviewed and managed as a single segment. *Accounts Receivable* The Company provides an allowance for doubtful accounts equal to the estimated uncollectible amounts pursuant to the guidance of Accounting Standards Update (ASU) 2016-13, Financial Instruments Credit Losses (Topic 326) as codified in Accounts Standards Codification (ASC) 326, Financial Instruments Credit Losses. Under ASC 326, the Company utilizes a current and expected credit loss (CECL) impairment model. ASU 2016-13 became effective for us on January 1, 2023. The Companys estimate is based on historical collection experience and a review of the current status of trade accounts receivable. It is reasonably possible that the Companys estimate of the allowance for doubtful accounts will change. Accounts receivables are presented net of an allowance for doubtful accounts of $0 and $0 at December 31, 2024 and December 31, 2023, respectively. *Revenue Recognition* The Company accounts for its revenues under FASB ASC 606, which is a comprehensive new revenue recognition model that requires revenue to be recognized in a manner to depict the transfer of goods or services to a customer at an amount that reflects the consideration expected to be received in exchange for those goods or services. The Company considers revenue realized or realizable and earned when all the five following criteria are met: (1) Identify the Contract with a Customer, (2) Identify the Performance Obligations in the Contract, (3) Determine the Transaction Price, (4) Allocate the Transaction Price to the Performance Obligations in the Contract, and (5) Recognize Revenue When (or As) the Entity Satisfies a Performance Obligation. The Company recognizes consulting income when the services are performed, and performance obligations are satisfied over time or point of time. *Income Taxes* The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of items that have been included or excluded in the financial statements or tax returns. Deferred tax assets and liabilities are determined on the basis of the difference between the tax basis of assets and liabilities and their respective financial reporting amounts (temporary differences) at enacted tax rates in effect for the years in which the temporary differences are expected to reverse. The Company adopted the provisions of Accounting Standards Codification (ASC) Topic 740-10, which prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Management has evaluated and concluded that there are no material tax positions requiring recognition in the Companys consolidated financial statements as of December 31, 2024. The Company does not expect any significant changes in its unrecognized tax benefits within twelve months of the reporting date. The Companys, 2021, 2022, 2023, and 2024 tax returns remain open for audit for Federal and State taxing authorities. The Companys policy is to classify assessments, if any, for tax related interest as interest expense and penalties as general and administrative expenses in the statement of operations. *Marketable Securities* The Company accounts for marketable and available-for-sale securities under ASU 2016-01, Financial Instruments Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. ASU 2016-01 requires equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. The Company accounts for its investment in NextNRG Inc. (Formerly known as EZFill Holdings, Inc.) as available-for-sale securities pursuant to the S-1 Registration Statement declared effective on September 14, 2021, therefore, the unrealized gain (loss) on the available-for-sale securities during the years ended December 31, 2024, and 2023 has been recorded in Other Income. At December 31, 2024, the Company owned 26,573 shares and the fair value of the investment in NextNRG Inc. (Formerly known as EZFill Holdings, Inc.) was reported on the balance sheet as Investment at fair value - related party totaling $82,376 ($3.10/share). The Company recorded an adjustment of $25,536 for the year ending December 31, 2024, as unrealized loss on securities. NextNRG Inc. (Formerly known as EZFill Holdings, Inc.) reported a 1 share for 8 share reverse stock split on April 26, 2023, and 1 share for 2.5 reverse stock split on July 25, 2024 affected the total number of shares reported as of December 31, 2024. | 25 | | *Investments Related Parties* When the fair value of an investment is indeterminable, the Company accounts for its investments that are under 20% of the total equity outstanding using the cost method. For investments in which the Company holds between 20-50% equity and is non-controlling are accounted for using the equity method. For any investments in which the Company holds over 50% of the outstanding stock, the Company consolidates those entities into their consolidated financial statements herein. The Company holds one investment as of December 31, 2024, and one investment as of December 31, 2023. *Investments* On January 29, 2021, the Company received 20% ownership of Pharmacy No, 27, Ltd, a company based in Israel, as part of a Note Receivable from a third party. As of December 31, 2024, the investment has a fair value of $0, based upon the quoted closing trading price and it is recorded on our consolidated balance sheet using the equity method. During each twelve months ended December 31, 2024 and 2023 the Company recorded $0 of unrealized loss from this investment. *Concentration of Credit Risk* Financial instruments that potentially subject the Company to concentrations of credit risk primarily consist of cash, cash equivalents and marketable securities. As of December 31, 2024 and 2023, the carrying value of marketable securities was $82,376 and $107,912, respectively. The securities are included in the Investment at Fair Value Related Party on the consolidated balance sheets, which consist of common shares held in one (1) investment which currently is trading on the Over-the-Counter Bulletin Board (OTCBB). *Principles of Consolidation* The consolidated financial statements include the Company and its wholly owned corporate subsidiaries, Balance Labs LLC. Net Loss Per Common Share Basic and diluted income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares and warrants from convertible debentures outstanding during the periods. There is a potentially dilutive effect from 4,218,372 and 3,756,496 shares from convertible notes payable for the years ended December 31, 2024, and 2023, respectively, and no outstanding warrants as of December 31, 2024 and 2023, respectively. However, these potentially dilutive securities are anti-dilutive due to the net loss in both 2024 and 2023. Stock-Based Compensation The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees, the fair value of the award is measured on the grant date and for non-employees, the fair value of the award is generally re-measured on vesting dates and financial reporting dates until the service period is complete. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. Awards granted to directors are treated on the same basis as awards granted to employees. The Company has computed the fair value of warrants granted using the Black-Scholes option pricing model. The expected term used for warrants is the contractual life. Since the Companys stock has not been publicly traded for a sufficiently long period, the Company is utilizing an expected volatility figure based on a review of the historical volatilities, over a period of time, equivalent to the expected life of the instrument being valued, of similarly positioned public companies within its industry. The risk-free interest rate was determined from the implied yields from U.S. Treasury zero-coupon bonds with a remaining term consistent with the expected term of the instrument being valued. | 26 | | *Fair Value of Financial Instruments* The Company measures its financial assets and liabilities in accordance with GAAP. For certain of our financial instruments, including cash, accounts payable, and the short-term portion of long-term debt, the carrying amounts approximate fair value due to their short maturities. We adopted accounting guidance for financial and non-financial assets and liabilities (ASC 820). This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: | | Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. | | | | | | | | Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. | | | | | | | | Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use. | | The following table presents certain assets of the Companys measured and recorded at fair value on the Companys balance sheet on a recurring basis and their level within the fair value hierarchy as of December 31, 2024. Schedule of Fair Value of Assets on Recurring Basis | | | Total | | | (Level 1) | | | (Level 2) | | | (Level 3) | | | | Fair-value equity securities | | $ | 82,376 | | | $ | 82,376 | | | $ | - | | | $ | - | | | | Total Assets measured at fair value | | $ | 82,376 | | | $ | 82,376 | | | $ | - | | | $ | - | | | The following table presents certain assets of the Companys measured and recorded at fair value on the Companys balance sheet on a recurring basis and their level within the fair value hierarchy as of December 31, 2023. | | | Total | | | (Level 1) | | | (Level 2) | | | (Level 3) | | | | Fair-value equity securities | | $ | 107,912 | | | $ | 107,912 | | | $ | - | | | $ | - | | | | Total Assets measured at fair value | | $ | 107,912 | | | $ | 107,912 | | | $ | - | | | $ | - | | | The Company accounts for its investment in NextNRG Inc.(Formerly known as EzFill Holdings, Inc.) as available-for-sale securities, since the investment is valued based on quoted market price using observable inputs. | 27 | | *Business Segments* The Companys Chief Executive Officer, who serves as the Chief Operating Decision Maker (CODM), evaluates the Companys financial performance and allocates resources based on a consolidated view of the business. Consequently, the Company operates as a single reportable segment under the guidelines of ASC 280, Segment Reporting. The CODM classifies this segment as Consulting. The Companys operations, which include marketing and professional services, are managed centrally. The CODM assesses financial performance using metrics such as revenue, operating profit, and key operating expenses, which are outlined below as the primary cost components for evaluating the Companys performance. Additionally, the CODM measures income generated from the Companys assets by focusing on net income as a key performance indicator. This metric is used to assess the return on assets and supports strategic decision-making. Schedule of Business Segment | | | December 31, 2024 | | | December 31, 2023 | | | | | | | | | | | | | Revenue | | $ | - | | | $ | - | | | | | | | | | | | | | | | Reconciliation of revenue: | | | | | | | | | | | Less: Cost of goods sold | | | - | | | | - | | | | Segment gross profit | | $ | - | | | $ | - | | | | | | | | | | | | | | | Less: | | | | | | | | | | | Salaries and wages | | | 186,004 | | | | 55,644 | | | | Professional fees | | | 71,634 | | | | 25,085 | | | | Other segment items(1) | | | 13,647 | | | | 35,571 | | | | Segment net loss | | $ | (271,285 | ) | | $ | (116,300 | ) | | | | | | | | | | | | | | Reconciliation of loss: | | | | | | | | | | | Other income (expense), net | | | (256,938 | ) | | | (265,271 | ) | | | Loss before income taxes | | $ | (528,223 | ) | | $ | (381,571 | ) | | | (1) | Other segment items comprising segment net loss include advertising and promotion, stock related expenses, and certain general and administrative expenses. | | *Advertising, Marketing and Promotional Costs* Advertising, marketing, and promotional expenses are expensed as incurred and are included in selling, general and administrative expenses on the accompanying unaudited condensed consolidated statement of operations. For the twelve months ended December 31, 2024, and December 31, 2023, advertising, marketing, and promotion expense was $4,969 and $7,983, respectively. *Property and equipment* Property and equipment consist of furniture and office equipment and is stated at cost less accumulated depreciation. Depreciation is determined by using the straight-line method for furniture and office equipment, over the estimated useful lives of the related assets, generally three3 to five years. Expenditures for repairs and maintenance of equipment are charged to expense as incurred. Major replacements and betterments are capitalized and depreciated over the remaining useful lives of the related assets. Depreciation expense for the year ended December 31, 2024 and 2023 totaled $0and $0respectively. There were no additions during the year ended December 31, 2024 and 2023 respectively. Property and equipment as of December 31, 2024, and December 31, 2023 consisted of the following: Schedule of Property and Equipment | | | December 31, 2024 | | | December 31, 2023 | | | | | | | | | | | | | Website | | $ | - | | | $ | 1,336 | | | | Computer equipment & Software | | | 5,358 | | | | 5,358 | | | | Furniture | | | 802 | | | | 4,622 | | | | Total | | | 6,160 | | | | 11,316 | | | | Less Accumulated Depreciation | | | (6,160 | ) | | | (11,316 | ) | | | Property and Equipment, net | | $ | - | | | $ | - | | | *Recently Issued Accounting Pronouncements* The Company has evaluated all new accounting standards that are in effect and may impact its unaudited condensed consolidated financial statements and does not believe that there are any other new accounting standards that have been issued that might have a material impact on its financial position or results of operations. | 28 | | In November 2023, the Financial Accounting Standards Board (**FASB**) issued Accounting Standards Update (**ASU**) 2023-07, *Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures*(**ASU 2023-07**). ASU 2023-07 aims to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 requires disclosure of significant segment expenses that are regularly provided to the Chief Operating Decision Maker (CODM) and included within each reported measure of segment profit or loss. The update also requires disclosure regarding the CODM and expands the interim segment disclosure requirements. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The adoption of ASU 2023-07 did not have a material impact on the Companys consolidated financial statements. **Note 4 Stockholders Deficit** **** Authorized Capital The Company is authorized to issue 500,000,000 shares of common stock, with a par value of $0.0001, and 50,000,000 shares of preferred stock, with a par value of $0.0001. As of December 31, 2024, the Company has 21,674,000 shares of common stock outstanding and 0 shares of preferred stock outstanding. As of December 31, 2023, the Company had 21,674,000 common shares and 0 preferred shares. There were no outstanding warrants as of December 31, 2024, and December 31, 2023. **Note 5 Note Receivable** On September 3, 2021, Balance Labs Inc. made a loan to Four Acquisition, Ltd., an unrelated party in the principal amount of $22,000 which loan has an interest rate of 10% per annum and a maturity date of September 30, 2022. As of December 31, 2024, this receivable is fully reserved against. For the twelve months ended December 31, 2024 and 2023, the Company recorded $0 and $0, respectively, of interest income in relation to this note. On January 29, 2021, Balance Labs Inc. made a loan to Four Acquisitions Ltd., an unrelated party in the principal amount of $119,000 which has an interest rate of 10% per annum and a maturity date of January 28, 2022. Additionally, in connection with the loan, the Company received a 20% interest in the recently acquired business and related assets of Four Acquisitions Ltd. Initially, this investment had a purchase price of $43,000, which was recorded as a discount from the note which will be amortized over the life of the note. The Company recorded an allowance of 100% against this receivable of $141,000 as of December 31, 2022. **Note 6 Related Party Transactions** The Companys CEO earns $10,000 per month under a new agreement. This agreement is effective October 31, 2023. The following compensation was recorded within general and administrative expenses related parties on the statements of operations: $120,000 and $30,000 for the twelve months ended December 31, 2024 and 2023, respectively. As of December 31, 2024 and December 31, 2023, $150,000 and $30,000, respectively, of compensation was unpaid and was included in accrued expenses on the consolidated balance sheets. During 2016, 2017, and 2019 Balance Group LLC loaned an additional $66,850 to the Company. The notes are in default and have an accrued interest balance of $42,488. The note balance of $66,850 is included in the note payable related party in current liability as of December 31, 2024 and December 31, 2023. On October 3, 2019, the Company received $40,000 from The Foundation in exchange for a promissory note which bears 12% interest per annum and matured on October 10, 2020 or upon the Company raising $500,000 from outside investors, whichever occurs first. The promissory note is currently in default, and as of December 31, 2024, accrued interest on the note is $28,050. The note balance of $40,000 is included in the note payable related party in current liability as of December 31, 2024 and December 31, 2023. Schedule of Note Payable - Related Party | | | December 31, 2024 | | | December 31, 2023 | | | | | | | | | | | | | Balance Group LLC | | $ | 66,850 | | | $ | 66,850 | | | | The Foundation | | | 40,000 | | | | 40,000 | | | | Note Payable related party | | $ | 106,850 | | | $ | 106,850 | | | | 29 | | On September 27, 2021, the Company received $50,000 from the CEO in exchange for a convertible promissory note with a face value of $53,192 which bears 12% interest per annum and matures on June 27, 2022, or upon the Company raising $250,000 from investors, whichever occurs first. The note balance of $53,192 is included in the convertible notes payable - related party, net of debt discount of $0 and $0, as of December 31, 2024, and December 31, 2023, respectively. The difference between the amount received and the face value of $3,192 was recorded as a discount and was amortized over the life of the note. Additionally, the note comes with a beneficial conversion feature of $3,799 which was also recorded as a component of equity in 2021. As of December 31, 2024, the Company has accrued interest of $22,419 and is recorded in the accrued expenses on the balance sheet. As of the date of this report, this note is in default. On September 30, 2016, Balance Group LLC loaned $120,000 as a convertible note payable to the Company at an interest rate of 10%, due on October 1, 2017. In addition, the Company issued 600,000 warrants at an exercise price of $1 which expired on September 30, 2021. The note is currently in default and is currently recorded under convertible payable related party in current liabilities in the balance sheet. The accrued interest balance of $99,090 is recorded in the accrued expenses on the balance sheet as of December 31, 2024. Schedule of Convertible Note Payable - Related Party | | | December 31, 2024 | | | December 31, 2023 | | | | | | | | | | | | | Balance Group LLC | | $ | 120,000 | | | $ | 120,000 | | | | Note Payable from CEO | | | 53,192 | | | | 53,192 | | | | Convertible note payable- related party | | $ | 173,192 | | | $ | 173,192 | | | As of December 31, 2024, and December 31, 2023, the CEO and companies controlled by the CEO have loaned the Company a total of $1,731,358 in addition to the convertible notes discussed above. The loans carry an interest rate of 8% and 12% and mature one year and one day from the date of the loan. These loans of $1,731,358 and the accrued interest on these loans of $745,318 are in default as of December 31, 2024. All the $1,731,358 balance is reported under short-term advances from related party on the balance sheet as of December 31, 2024 and December 31, 2023. **Note 7 Convertible Notes** On December 23, 2015, the Company issued a convertible note payable to Chase Mortgage, Inc., not a related party, for $25,000, at an interest rate of 8%, due on December 23, 2018. The note also included 100,000 warrants at an exercise price of $1 per share, which expired on December 23, 2020. The note is convertible at the holders discretion into the Companys common stock at a price of $0.50 per share. The note has matured and is in default, which triggered an increased interest rate of 18%. The accrued interest balance on this note as of December 31, 2024, is $45,016, and the note is recorded under convertible note payable in the liabilities section of the balance sheet. As of December 31, 2024, the note maintains a balance of $25,000. On April 1, 2016, the Company received $500,000 from Newell Trading Group in exchange for a convertible debenture due April 2, 2017 bearing interest at 10% and convertible into common stock at $.25 per share unless the note is paid by the Company prior to the election of the holder to convert. The Company recognized a beneficial conversion feature expense of $500,000 that has been fully amortized. On October 3, 2019, Newell Trading Group assigned its rights and interests in its $500,000 convertible debenture to the Sammy Farkas Foundation Inc., (the Foundation), a related party. The convertible note payable, net of debt discount of $0 and $8,504 as of December 31, 2024 and December 31, 2023 of $500,000 and $491,496, respectively was recorded under current liability on the balance sheet and no additional debt discount adjustment is required upon adoption of ASU 2020-06. The note has accrued interest of $437,808. The Foundation then entered into an agreement with the Company to extend the maturity date of the convertible debenture to October 10, 2024 in exchange for 54,000 shares of the Companys stock. The shares have a fair value of $56,700 which was recorded as a debt discount and was being amortized over the life of the extension. On November 11, 2019, The Sammy Farkas Foundation transferred all the rights and interests of the note to another party, 16th Avenue Associates, a non-related party company. The terms remain the same and the transfer has no effect on the financial statements. During the twelve months ended December 31, 2024 and 2023, the Company amortized $0 and $8,504, respectively of debt discount. As of the date of this report, this note is in default. Schedule of Convertible Note Payable - Long Term | | | December 31, 2024 | | | December 31, 2023 | | | | | | | | | | | | | 16th Avenues Associates | | $ | 500,000 | | | $ | 500,000 | | | | Chase Mortgage, Inc. | | | 25,000 | | | | - | | | | Debt discount | | | - | | | | (8,504 | ) | | | Convertible note payable | | $ | 525,000 | | | $ | 491,496 | | | **Note 8 Commitments and Contingencies** Litigation, Claims and Assessments In the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Companys condensed consolidated financial position or results of operations. **** **** Consulting Fees **** The Company pays its CEO $10,000per month started October 2023 for a term of 2 years as compensation and recorded in salaries expenses on the consolidated statement of operations. **** **** **** | 30 | | **** **Note 9 Income Tax** **** The Company has the following net deferred tax asset: Schedule of Deferred Tax Asset Net | | | As of December 31, 2024 | | | As of December 31, 2023 | | | | Temporary Differences | | $ | 255,138 | | | $ | 255,138 | | | | Unrealized gains | | | 128,077 | | | | 120,135 | | | | Impairment losses on investment | | | 311,280 | | | | 313,925 | | | | Net operating loss carryforward | | | 546,705 | | | | 383,370 | | | | Total gross deferred tax assets | | | (1,241,199 | ) | | | (1,072,568 | ) | | | | | | | | | | | | | | Net deferred tax assets | | $ | - | | | $ | - | | | A reconciliation of the statutory federal income tax rate to the Companys effective tax rate is as follows: Summary of Reconciliation of Statutory Federal Income Tax Rate | | | For the Year ended December 31, 2024 | | | For the Year ended December 31, 2023 | | | | | | | | | | | | | Expected federal statutory rate | | | (21.00 | )% | | | (21.00 | )% | | | State Effect on tax rate, net of federal benefit | | | (4.35 | )% | | | (4.35 | )% | | | Permanent differences | | | (5.75 | )% | | | (5.75 | )% | | | Change in valuation allowance | | | 31.10 | % | | | 31.10 | % | | | | | | | | | | | | | | Income tax provision (benefit) | | | - | | | | - | | | As of December 31, 2024, the Company had approximately $1,675,000 of federal and state net operating loss carryovers (NOLs). From this amount, $711,000 expire after 20 years, and can be carried back 2 years, according to the old tax law, while $964,000 can be carried forward indefinitely and cannot be carried back, in accordance with the new tax rules. The valuation allowance increased by approximately $168,631 for the year ended December 31, 2024, and increased by approximately $93,909 for the year ended December 31, 2023. The Company, after considering all available evidence, fully reserved its deferred tax assets since it is more likely than not that such benefits may be realized in future periods. The Company has not yet established that it can generate taxable income. The Company will continue to evaluate its deferred tax assets to determine whether any changes in circumstances could affect the realization of their future benefit. If it is determined in future periods that portions of the Companys deferred tax assets satisfy the realization standards, the valuation allowance will be reduced accordingly. **** **** **** **Note 10 - Subsequent Events** **** **** **** As of April 15, 2025, the company has reviewed its records and determined that there are no subsequent events that require disclosure related to the year ended December 31, 2024. **** **** **** **** **** | 31 | | **** **** **** **Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.** None. **Item 9A. Controls and Procedures.** *(a) Evaluation of Disclosure and Control Procedures* Based on their evaluation as of the end of the period covered by this annual Report on Form 10-K, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(c) and 15d-15(e) under the Exchange Act) are not effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the U.S. Securities and Exchange Commissions rules and forms and to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. *(b) Managements Report on Internal Control over Financial Reporting* This Companys management is responsible for establishing and maintaining internal controls over financial reporting and disclosure controls. Internal Control Over Financial Reporting is a process designed by, or under the supervision of, the Companys Principal Executive Officer and Principal Financial Officer, or persons performing similar functions, and effected by the board of directors, management and other personnel, 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 and includes those policies and procedures that: | (1) | Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer; | | | | | | | (2) | Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the registrant; and | | | | | | | (3) | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuers assets that could have a material effect on the financial statements. | | Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended, is appropriately recorded, processed, summarized, and reported within the specified time periods. Management has conducted an evaluation of the effectiveness of our internal control over financial reporting as of the end of the period covered by this annual Report on Form 10-K, based on the framework established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO 2013). Based on this assessment, management concluded that as of the year covered by this annual Report on Form 10-K, it had material weaknesses in its internal control procedures. As of the year covered by this Annual Report on Form 10-K, we have concluded that our internal control over financial reporting was ineffective. The Companys assessment identified certain material weaknesses which are set forth below: *Functional Controls, Lack of Audit Committee and Segregation of Duties* Because of the Companys limited resources, there are limited controls over information processing. The Company does not have an audit committee and therefore there is no independent review and independent oversight over the Companys financial reporting. There is an inadequate segregation of duties consistent with control objectives. Our Companys management is composed of a small number of individuals resulting in a situation where limitations on segregation of duties exist. In order to remedy this situation, we would need to hire additional staff to provide greater segregation of duties. Currently, it is not feasible to hire additional staff to obtain optimal segregation of duties. Management will reassess this matter at end of the fiscal year to determine whether improvement in segregation of duty is feasible. | 32 | | Accordingly, as the result of identifying the above material weakness we have concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the Companys internal controls. Management believes that the material weaknesses set forth above were the result of the scale of our operations and are intrinsic to our small size. Management believes these weaknesses did not have a material effect on our financial results and intends to take remedial actions upon receiving funding for the Companys business operations. This Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Managements report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only managements report herein. *(c) Changes in Internal Control over Financial Reporting* There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently completed fiscal year that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. **Item 9B. Other Information.** None. **Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections** None. **PART III** **Item 10. Directors, Executive Officers and Corporate Governance.** **Directors and Executive Officers** The following sets forth information about our directors and executive officers as of the date of this report: | Name | | Age | | Positions | | | Michael D. Farkas | | 52 | | President, Chief Executive Officer and Chairman of the Board | | | Joel Kleiner | | 36 | | Chief Financial Officer | | | Carmen Villegas | | 37 | | Secretary and Director | | *Michael D. Farkas, President, Chief Executive Officer and Chairman of the Board* Mr. Farkas is serving as the President, Chief Executive Officer and Chairman of the Board of the Company. Mr. Farkas has served as the Chief Executive Officer and Member of the Board of Directors of Car Charging Group, Inc. since 2010. Mr. Farkas is the founder and manager of The Farkas Group, a privately held investment firm. Mr. Farkas also currently holds the position of Chairman and Chief Executive Officer of the Atlas Group, where its subsidiary, Atlas Capital Services, a broker-dealer, has successfully raised capital for a number of public and private clients until it withdrew its FINRA registration in 2007. Over the last 20 years, Mr. Farkas has established a track record as a principal investor across a variety of industries, including telecommunications, technology, aerospace and defense, agriculture, and automotive retail. | 33 | | *Joel Kleiner, Chief Financial Officer* Joel Kleiner is a seasoned finance executive with extensive experience in financial strategy and operations for high-growth tech companies. As the former VP of Finance at Torii Software, Mr. Kleiner played a key role in securing significant funding and driving financial strategy. Previously, Mr. Kleiner held key finance roles at Stella Connect, where he facilitated an acquisition by Medallia Inc., and at R2Net Inc. (James Allen), where he helped raise substantial funds and close an acquisition by Signet Jewelers. Over his career, Joel has been instrumental in securing over $200 million in funding across various ventures, as well as over $400 million in acquisitions. His career also includes positions at the Government of Israels Ministry of Finance, the SEC, and PwC. Mr. Kleiner holds a B.S. in Accounting from Yeshiva University and is a CPA in New York. He is fluent in English, Spanish, and Hebrew and is adept in financial planning, analysis, and team leadership. ** *Carmen Villegas, Secretary and Director* Ms. Villegas has served as Secretary and Director of Balance Labs, Inc. since January 15, 2015. Ms. Villegas is currently the Executive Assistant at Blink Charging, Inc., a publicly traded company and the Farkas Group, Inc. At both companies, Ms. Villegas assists the President and CEO in matters such as meeting schedules, appointments, conferences and travel arrangements. Ms. Villegas also assists the accounting department with file/database maintenance and record-keeping. Ms. Villegas also helps the executives receive and distribute correspondence to the appropriate department and personnel, as well as other administrative tasks in support of the companies daily operations. Ms. Villegas holds an Associate in Arts Degree in Business Administration & Accounting and is currently pursuing a Bachelors Degree in Business Administration with a minor in Psychology at Florida International University. **Term of Office** Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board. We currently do not have employment agreements with our executive officers and directors. **Family Relationships** There is no family relationship among any of our directors or executive officers. **** **Director Independence** For purposes of determining director independence, we have applied the definitions set out in Nasdaq Rule 4200(a)(15). Under Nasdaq Rule 4200(a)(15), a director is not considered to be independent if he or she is also an executive officer or employee of the corporation or has been, at any time during the past three years, employed by the company. Accordingly, we do not have any independent director as of the date of this Annual Report on Form 10-K. **Involvement in Certain Legal Proceedings** During the past ten years, none of our directors or executive officers has been: | | the subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; | | | | | | | | convicted in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); | | | 34 | | | | subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or any Federal or State authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; | | | | | | | | found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law; | | | | | | | | the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of (a) any Federal or State securities or commodities law or regulation; (b) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or (c) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or | | | | | | | | the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. | | **Code of Ethics** The Company has not adopted a Code of Ethics applicable to its Principal Executive Officer and Principal Financial Officer. **Committees of the Board of Directors** The Company has not established any committees of the board. **Board of Directors Meetings and Attendance** The board of directors held no meetings in 2024. We have no formal policy regarding director attendance at the annual meeting of stockholders. **Item 11. Executive Compensation.** The following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officers and directors paid by us during the years ended December 31, 2024 and December 31, 2023. | 35 | | **SUMMARY COMPENSATION TABLE** | | | | | | | | | | | | | | | | | | Non- Equity Incentive | | | Non- Qualified Deferred | | | All | | | | | | | Name and | | | | | | | | | | | Stock | | | Option | | | Plan | | | Compensation | | | Other | | | | | | | Principal | | | | | Salary | | | Bonus | | | Awards | | | Awards | | | Compensation | | | Earnings | | | Compensation | | | Totals | | | | Position | | Year | | | ($) | | | ($) | | | ($) | | | ($) | | | ($) | | | ($) | | | ($) | | | ($) | | | | Michael D. Farkas | | | 2024 | | | $ | 120,000 | | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | 120,000 | | | | President, CEO, Chairman | | | 2023 | | | $ | 30,000 | | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | 30,000 | | | | Ari Feldman Former | | | 2024 | | | $ | 9,692 | | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | 9,692 | | | | CFO | | | 2023 | | | $ | 21,000 | | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | 21,000 | | | | Joel Kleiner CFO | | | 2024 | | | $ | 10,246 | | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | 10,246 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Carmen Villegas | | | 2024 | | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | | Secretary and Director | | | 2023 | | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | **Option Grants Table** There were no individual grants of stock options to purchase our common stock made to the executive officers named in the Summary Compensation Table for the years ended December 31, 2024 and December 31, 2023. **Long-Term Incentive Plan Awards Table** None. **Employment Agreements and Consulting Agreements** Pursuant to a certain consulting agreement between Mr. Farkas and the Company, Mr. Farkas is entitled to a monthly consulting service fee of $10,000 per month through September 30, 2025. As of the date hereof, Mr. Farkas has not received any payment for his services provided and such amounts have been accrued. Other than the above, we currently we do not have an employment agreement in place with our officers and directors. No retirement, pension, profit sharing, insurance programs, long-term incentive plans or other similar programs have been adopted by us for the benefit of our employees. We may however implement such long-term equity incentive plans in the future. For the year ended December 31, 2024, no member of the board of directors was paid any compensation for serving on the board. **** **Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.** The following table sets forth certain information as of the date hereof with respect to the beneficial ownership of our shares of common stock, the sole outstanding class of our voting securities, by (i) each stockholder known to be the beneficial owner of 5% or more of the outstanding ordinary shares of the Company, (ii) each executive officer and director, and (iii) all executive officers and directors as a group. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Ordinary shares subject to options, warrants or convertible securities exercisable or convertible within 60 days as of the date hereof are deemed outstanding for computing the percentage of the person or entity holding such options, warrants or convertible securities but are not deemed outstanding for computing the percentage of any other person. Unless otherwise indicated, the address of all listed stockholders is c/o Balance Labs, Inc., 407 Lincoln Road, Suite 701, Miami Beach, FL 33139. | 36 | | | Name | | Number of Shares Beneficially Owned (3)(4) | | | Percent of Class (1) | | | | | | | | | | | | | Michael D. Farkas (2) | | | 12,987,415 | | | | 59.9 | % | | | | | | | | | | | | | | Carmen Villegas | | | 150,000 | | | | * | | | | | | | | | | | | | | | Joel Kleiner | | | - | | | | * | | | | | | | | | | | | | | | All Executive Officers and Directors as a group (3 individuals) | | | 13,137,415 | | | | 60.6 | % | | | | | | | | | | | | | | 5% or Greater Shareholders | | | | | | | | | | | Balance Holdings LLC (2) | | | 11,888,889 | | | | 54.99 | % | | | | | | | | | | | | | | Shilo Holding Group LLC (2) | | | 1,098,526 | | | | 5.08 | % | | | | | | | | | | | | | | The Sammy Farkas Foundation | | | 5,614,000 | | | | 25.9 | % | | | (1) | Based on 21,674,000 shares of common stock outstanding as of the date hereof. | | | (2) | Michael D. Farkas holds 11,888,889, 1,400 and 1,098,526 shares of common stock through Balance Holdings, LLC, Shilo Security Solutions, Inc, and Shilo Holding Group LLC, respectively. | | | (3) | Beneficial ownership is determined in accordance with Rule 13D-3(a) of the Exchange Act and generally includes voting or investment power with respect to securities. | | | (4) | The percentages in the table have been calculated on the basis of treating as outstanding for a particular person, all shares of our common stock outstanding on that date and all shares of our common stock issuable to that holder in the event of exercise of outstanding options, warrants, rights or conversion privileges owned by that person at that date which are exercisable within 60 days of that date. Except as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of our common stock owned by them, except to the extent that power may be shared with a spouse. | | *Less than 1% **Item 13. Certain Relationships and Related Transactions, and Director Independence.** Except as set forth in our discussion below none of our directors, director nominees or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC. The Companys CEO earns $10,000 per month. The following compensation was recorded within salaries on the statements of operations: $120,000 and $30,000 for the years ended December 31, 2024 and 2023, respectively. As of December 31, 2024, $330,000 of compensation was unpaid and was included in accounts payable on the balance sheet. On December 31, 2016, the CEO loaned $120,000 as a convertible note payable to the Company at an interest rate of 10%, due on October 1, 2017. In addition, the Company issued 600,000 warrants at an execution price of $1.00 which expired on October 1, 2019. The note is currently in default and has an accrued interest balance of $99,090. See Note 8. During 2016, 2017, and 2019, Balance Group loaned an additional $66,850 at an interest rate of 8%. The notes are currently in default and have an accrued interest balance of $42,488. On June 27, 2021, the Company received $50,000 from the CEO in exchange for a convertible promissory note with a face value of $53,192 which bears 12% interest per annum and matures on June 27, 2022 or upon the Company raising $250,000 from investors, whichever occurs first. The difference between the amount received and the face value of $3,192 was recorded as a discount and is being amortized over the life of the note. Additionally, the note comes with a beneficial conversion feature of $3,799 which was also recorded as a discount and is being amortized over the life of the note. As of December 31, 2024 the Company has accrued interest of $22,419. | 37 | | As of December 31, 2024, the CEO and companies controlled by the CEO have loaned the Company a total of $1,731,358 in addition to the convertible note discussed above. The loans carry an interest rate of 8% and 12 % and mature one year and one day from the date of the loan. The Company accrued interest of $745,318 Non the loans and these loans are in default as of December 31, 2024. On April 1, 2016, the Company received $500,000 from Newell Trading Group in exchange for a convertible debenture due April 2, 2017 bearing interest at 10% and convertible into common stock at $0.25 per share unless the note is paid by the Company prior to the election of the holder to convert. The Company recognized a beneficial conversion feature expense of $500,000 that has been fully amortized. As of December 31, 2024, accrued interest on the note is $437,808. On October 3, 2019, Newell Trading Group assigned its rights and interests in its $500,000 convertible debenture to the Sammy Farkas Foundation Inc., (the Foundation), a related party. The Foundation then entered into an agreement with the Company to extend the maturity date of the convertible debenture to October 10, 2024 in exchange for 54,000 shares of the Companys stock. The shares have a fair value of $56,700 which was recorded as a debt discount and amortized over the life of the extension. On November 11, 2019, The Sammy Farkas Foundation transferred all the rights and interests of the note to another party, 16th Avenue Associates. The terms remain the same and the transfer has no effect on the financial statements. On October 3, 2019, the Company received $40,000 from The Foundation in exchange for a promissory note which bears 12% interest per annum and matured on October 10, 2020 or upon the Company raising $500,000 from outside investors, whichever occurs first. The promissory note comes with a warrant to purchase 40,000 shares of the Companys stock with an exercise price of $1.00 per share and expires on October 10, 2022. The promissory note has accrued interest of $28,050 as of December 31, 2024. The warrants have a relative fair value of $8,283, which was recorded as a debt discount and amortized over the life of the note. As of December 31, 2024, the note is in default and debt discount is fully amortized. At December 31, 2024, the Company owned 26,573 shares after a reverse stock split adjustment of 1 for 3.763243 and a reverse stock split adjustment of 1 for 2.5 and the fair value of the investment in NextNRG Inc. (Formally known as EZFill Holdings, Inc.) was reported on the balance sheet as Investment at fair value - related party totaling $82,376 ($3.10/share). Recorded an adjustment of ($25,536) for the twelve months ending December 31, 2024, as unrealized loss on securities. Michael Farkas, the Companys Chief Executive Officer, beneficially owns approximately 26.1% of the outstanding common stock of NextNRG Inc. (Formally known as EZFill Holdings Inc.) **Item 14. Principal Accountant Fees and Services.** The following table presents for each of the last two fiscal years the aggregate fees billed in connection with the audits of our consolidated financial statements and other professional services rendered by our independent registered public accounting firm, M&K CPAS, PLLC for the fiscal year 2024 and Assurance Dimensions, LLC for the fiscal year 2023. | | | 2024 | | | 2023 | | | | | | | | | | | | | Audit Fees (1) | | $ | 43,000 | | | $ | 36,000 | | | | Audit-Related Fees (2) | | | | | | | | | | | Tax Fees (3) | | | | | | | | | | | All Other Fees (4) | | | | | | | | | | | Total Accounting fees and Services | | $ | 43,000 | | | $ | 36,000 | | | | 1) | Audit Fees. These are fees for professional services for the audit of our annual consolidated financial statements, and for the review of the consolidated financial statements included in our filings on Form 10-K and Form 10-Q, and for services that are normally provided in connection with statutory and regulatory filings or engagements. In 2024, M&K audit fees were $22,000 and Assurance Dimension fees for Quarterly reviews were $21,000. | | | 2) | Audit-Related Fees. These are fees for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of the registrants consolidated financial statements. | | | 3) | Tax Fees. These are fees for professional services rendered by the principal accountant with respect to tax compliance, tax advice and tax planning. | | | 4) | All Other Fees. These are fees for products and services provided by the principal accountant, other than the services reported above. | | **** | 38 | | **** **PART IV** **Item 15. Exhibits, Financial Statement Schedules.** **** | a) | We have filed the following documents as part of this Annual Report: | | **** | | 1. | Consolidated Financial Statements | | The financial statements are included in Item 8. Consolidated Financial Statements and Supplementary Data. **** | | 2. | Consolidated Financial Statement Schedules | | All schedules are omitted as information required is inapplicable or the information is presented in the consolidated financial statements and the related notes. **** | | 3. | Exhibits | | The following is a list of exhibits filed with this Annual Report incorporated herein by reference (numbered in accordance with Item 601 of Regulation S-K): | Exhibit No. | | Title | | | 3.1 | | Certificate of Incorporation (1) | | | 3.2 | | By-laws (1) | | | 4.2 | | 10% Convertible Debenture by and between the Company and Newel dated April 1, 2016 (3) | | | 4.3 | | Warrant to Purchase Common Stock by and between the Company and Newel dated April 1, 2016 (3) | | | 4.4 | | Description of Securities (6) | | | 4.5 | | Convertible Promissory Note dated June 28, 2021 (5) | | | 10.1 | | Consulting Agreement between Michael Farkas and the Company dated February 6, 2015 (1) | | | 10.2 | | Service Agreement between Bang Holdings Corp. and the Company dated August 22, 2014 (1) | | | 10.3 | | Form of Securities Purchase Agreement dated September 17, 2015, by and between Balance Labs, Inc. and certain investors (2) | | | 10.4 | | Investment Agreement by and between the Company and Newel dated April 1, 2016 (3) | | | 10.5 | | Registration Rights Agreement by and between the Company and Newel dated April 1, 2016 (3) | | | 10.6 | | Promissory Note between Four Acquisitions Tech LTD and Balance Labs, Inc. dated September 30, 2021 (6) | | | 10.7 | | Promissory Note between Four Acquisitions Tech Ltd. and Balance Labs, Inc. dated January 29, 2021 (6) | | | 10.8 | | Form of Promissory note (6) | | | 21.1 | | Subsidiaries (4) | | | 31.1 | | Certification of principal executive officer pursuant to Section 3.02 of the Sarbanes-Oxley Act of 2002* | | | 31.2 | | Certification of principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* | | | 32.1 | | Certification of principal executive officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002** | | | 32.2 | | Certification of principal financial officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002** | | | 97.1 | | Balance Labs, Inc. Clawback Policy (7) | | | 101.INS | | Inline XBRL Instance Document* | | | 101.SCH | | Inline XBRL Taxonomy Extension Schema Document* | | | 101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document* | | | 101.LAB | | Inline XBRL Taxonomy Extension Label Linkbase Document* | | | 101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase Document* | | | 101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase Document* | | | 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) | | | * | Filed herewith | | | ** | Furnished herewith | | | (1) | Incorporated by reference to the Registration Statement on Form S-1 filed with the SEC on March 24, 2015. | | | (2) | Incorporated by reference to the Quarterly Report on Form 10-Q filed with the SEC on November 16, 2015. | | | (3) | Incorporated by reference to the Current Report on Form 8-K filed with the SEC on April 8, 2016. | | | (4) | Incorporated by reference to the Annual Report on Form 10-K filed with the SEC on Mary 28, 2020. | | | (5) | Incorporated by reference to the Quarterly Report on Form 10-Q filed with the SEC on November 19, 2021. | | | (6) | Incorporated by reference to the Annual Report on Form 10-K filed with the SEC on March 31, 2022. | | | (7) | Incorporated by reference to the Annual Report on Form 10-K filed with the SEC on April 15, 2024. | | **Item 16. Form 10-K Summary.** Not applicable. | 39 | | **** **SIGNATURES** Pursuant to the requirement of Section 13 or 15(d) of the Securities Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on April 15, 2025. | | BALANCE LABS, INC. | | | | | | | | | By: | /s/ Michael D. Farkas | | | | | Michael D. Farkas | | | | | President, Chief Executive Officer and Chairman of the Board | | | | | (Principal Executive Officer) | | Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. | Signature | | Title | | Date | | | | | | | | | | /s/ Michael D. Farkas | | President, Chief Executive Officer | | April 15, 2025 | | | Michael D. Farkas | | and Chairman of the Board | | | | | | | (Principal Executive Officer and Principal Financial Officer) | | | | | | | | | | | | /s/ Joel Kleiner | | Chief Financial Officer | | April 15, 2025 | | | Joel Kleiner | | (Principal Financial Officer) | | | | | | | | | | | | /s/ Carmen Villegas | | Secretary and Director | | April 15, 2025 | | | Carmen Villegas | | | | | | | 40 | |