BLNC

New in FY2025

• 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.
• Our current operating funds are less than necessary to complete the full development of our business plan, and we will likely need to obtain additional financing in order to execute our strategy.
• While we have recently begun generating limited revenue from advisory services, including approximately $6,000 in the fourth quarter of 2025, our operations remain minimal and we have not yet generated sufficient revenue or net income to sustain our business.
• If the Company is unable to obtain additional financing, it may be unable to continue as a going concern.
• 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.
• 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.
• 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.
• Any uninsurable claim could have a material adverse effect on the Company’s financial condition and results of operations.
• 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.
• Our largest shareholder, Balance Holdings, LLC, which our Chairman of the Board, Michael D.
• Farkas has investing and dispositive power of, beneficially own approximately 25.38% of our common stock.
• Farkas also has investing and dispositive power of Shilo Holding Group LLC, which own approximately 2.41% of our common stock, and Shilo Security Solutions, Inc., which owns less than 1% of our common stock.
• We will be dependent on services from our management team, including Chief Executive Officer, Alan Campbell, Chairman of the Board, Michael D.
• Farkas, President and Chief Operating Officer, Alex Farkas, and Chief Financial Officer, Joel Kleiner.
• The Company does not currently have “key man” life insurance on Mr.
• The markets for digital asset advisory services, tokenization strategy, blockchain infrastructure consulting and, if implemented, digital asset treasury activities are highly competitive and rapidly evolving.
• We compete with specialized digital asset advisory firms, traditional financial and consulting firms expanding into digital assets, software and infrastructure providers, trading, custody and staking service providers, and other market participants with substantially greater resources, longer operating histories, broader client relationships, stronger brand recognition and more established operating and compliance infrastructures than we have.
• In addition, some potential clients may choose to develop these capabilities internally rather than engage external advisors.
• If we are unable to differentiate our services, establish credibility in the market, attract and retain qualified personnel, or adapt to changing market conditions and client needs, our business, results of operations and prospects could be materially adversely affected.
• 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.
• Potential clients may not have the funds or the need to outsource this work.
• Our ability to grow our advisory business depends in part on whether institutions, asset managers and corporate clients choose to engage external advisors for digital asset strategy, tokenization, blockchain-based program design, treasury framework development and related services.
• Some potential clients may determine that they lack sufficient budget, that market conditions do not justify deployment of digital asset initiatives, that regulatory uncertainty makes such initiatives premature, or that these functions can be handled internally or by other service providers.
• In addition, reductions in digital asset market activity, adverse regulatory developments or declines in client risk appetite could reduce demand for our services.
• If a sufficient number of prospective clients do not perceive a need for our services or are unwilling to pay for them, our revenue growth and business prospects would be materially adversely affected.
• The impact of these events could also make it more difficult for us to attract and retain qualified persons to serve on our Board or as executive officers.
• 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, 2025, 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.
• We rely heavily on information technology; any interruption or failure of our systems could materially affect our operations.
• Despite our security measures, our information technology and infrastructure are subject to attacks or breaches.
• Our digital asset treasury strategy exposes us to substantial risks associated with digital assets, including price volatility, reduced liquidity and rapid changes in market conditions.
• The Company has not yet deployed capital into digital assets as part of its treasury strategy, and any such deployment is contingent upon the availability of sufficient capital.
• If we deploy capital into digital assets in the future, our financial condition and results of operations may become increasingly exposed to the market prices of those assets.
• Digital assets have historically experienced, and may continue to experience, significant volatility over short periods of time.

and 21 more.

Gone since FY2024

• 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.
• 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.
• And if additional financing is not arranged, the company faces the risk of going out of business.
• 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.
• 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.
• 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.
• 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.
• 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.
• Farkas also has investing and dispositive power of Shilo Holding Group LLC, which own approximately 5.08% of our common stock.
• 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.
• 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 not currently have “key man” life insurance on Ms.
• 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.
• 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.
• 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.
• 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.
• 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.
• 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.
• NOT LIKELY TO PAY DIVIDENDS We currently intend to retain any future earnings for use in the operation and expansion of our business.
• WE ARE SUBJECT TO THE SEC’S “PENNY STOCK” RULES We are subject to the SEC’s “penny stock” rules if our shares of Common Stock sell below $5.00 per share.