WAST on OTC
WASTE ENERGY CORP.
WASTE ENERGY CORP. is an American business services company based in Fairfield, incorporated in Nevada.1
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Last updated Oct 20, 2026.
Overview
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- TickerWAST on OTC1
- IndustryServices-Business Services, NEC1
- HeadquartersFairfield, California1
- Incorporated inNV2
- Business address3250 Oakland Hills Court, Fairfield, Ca 945342
- Filer categoryNon-accelerated filer, Smaller reporting company2
- Legal formCorporation
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USA, Inc. (Nevada) — wholly owned; formerly used for legacy blockchain consulting operations.3 From its latest annual report
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Key numbers, fiscal 2025
What sells
Revenue by product, business segment and region, as the company reports it to the SEC.
Products and services
Consulting services brought in 50% of the revenue WASTE ENERGY CORP. broke down this way in fiscal 2025.
Products and services by year
| Products and services | 2025 |
|---|---|
| Consulting services | $416.7K |
| Renewable Consulting Revenue | $416.7K |
| Recyclable Material Intake | $7.5K |
Where the money goes
Where each dollar of revenue went, fiscal 2025
- Cost of revenue28¢$120.0K
- Other costs72¢$304.2K
Out of $424.2K in revenue.4 The company lost money this year.
Financial statements
Every line of the income statement as filed: the last 2 fiscal years, latest first.4
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| Total revenues | $424.2K | |
| Cost of sales | $120.0K | |
| Gross profit | $304.2K | |
| General and administrative expenses | $662.6K | $1.2M |
| Service costs | $7.5K | |
| Total operating expenses | $670.2K | $1.2M |
| Net loss from operations | -$366.0K | -$1.2M |
| Interest expense and charges - note payable | -$447.6K | -$130.7K |
| Loss on issuance of debt | -$1.4M | |
| Change in derivative liability | $385.5K | -$40.9K |
| Gain from debt forgiveness | $788.2K | $40.0K |
| Bad debt | -$35.0K | |
| Net other income (loss) | -$710.8K | -$131.6K |
| Net loss from continued operations | -$1.1M | -$1.3M |
| Net loss from discontinued operations | -$1.6M | |
| Net loss | -$1.1M | -$2.9M |
| Net loss attributable to Waste Energy | -$1.1M | -$2.9M |
| Loss per common share continuing operations - basic | -$0 | -$0 |
| Loss per common share continuing operations - diluted | -$0 | -$0 |
| Loss per common share discontinued operations - basic | -$0 | |
| Loss per common share discontinued operations - diluted | -$0 | |
| Weighted average number of common shares outstanding, basic | 143.3M shares | 120.7M shares |
| Weighted average number of common shares outstanding, diluted | 143.3M shares | 120.7M shares |
No quarter-by-quarter statement was filed.
Every line of the balance sheet as filed: the last 4 fiscal years (annual) or 4 quarters (quarterly), latest first.4
| Period ending | 2025-12-31 | 2024-12-31 | 2023-12-31 | 2010-07-31 |
|---|---|---|---|---|
| Cash and cash equivalents | $68.2K | $682 | ||
| Accounts receivable, net | $7.5K | |||
| Accounts receivable discontinued operations | $35.0K | |||
| Prepaid expenses | $12.0K | |||
| Security Deposit | $12.0K | |||
| Total Current Assets | $99.7K | $35.7K | ||
| Right-of-use-asset | $272.8K | |||
| Capital investment | $653.2K | |||
| Total Long-Term Assets | $926.0K | |||
| Total Assets | $1.0M | $35.7K | ||
| Deferred revenue | $83.3K | $77.7K | $77.7K | |
| Deposits payable | $77.7K | |||
| Lease liability | $135.0K | |||
| Notes payable, net | $66.1K | |||
| Notes payable in default | $117.0K | $117.0K | ||
| Derivatives liability | $1.8M | $40.9K | ||
| Total Current Liabilities | $4.6M | $3.2M | ||
| Lease liabilities | $170.9K | |||
| Total Non-current Liabilities | $170.9K | |||
| Total Liabilities | $4.8M | $3.2M | ||
| Common stock, $0.001 par value, 400,000,000 shares authorized; 138,036,826 and 128,064,469 shares issued and outstanding as at December 31, 2025 and 2024, respectively | $138.0K | $128.1K | ||
| Additional paid-in-capital | $46.9M | $46.8M | ||
| Stock subscriptions payable | $372.5K | |||
| Accumulated deficit | -$51.0M | -$50.0M | ||
| Total Waste Energy Stockholders Equity (Deficit) | -$3.6M | -$3.0M | ||
| Non-controlling Interest | -$161.3K | -$161.3K | -$161.3K | |
| Total Stockholders Equity (Deficit) | -$3.7M | -$3.2M | -$898.6K | |
| Total Liabilities and Stockholders Equity (Deficit) | $1.0M | $35.7K | ||
| Common stock, par value | $0.00 | $0.00 | $0.00 | |
| Common stock, shares authorized | 400.0M shares | 400.0M shares | 400.0M shares | |
| Common stock, shares issued | 138.0M shares | 128.1M shares | ||
| Common stock, shares outstanding | 138.0M shares | 128.1M shares |
| Period ending | 2025-12-31 | 2024-12-31 | 2023-12-31 | 2010-07-31 |
|---|---|---|---|---|
| Cash and cash equivalents | $68.2K | $682 | ||
| Accounts receivable, net | $7.5K | |||
| Accounts receivable discontinued operations | $35.0K | |||
| Prepaid expenses | $12.0K | |||
| Security Deposit | $12.0K | |||
| Total Current Assets | $99.7K | $35.7K | ||
| Right-of-use-asset | $272.8K | |||
| Capital investment | $653.2K | |||
| Total Long-Term Assets | $926.0K | |||
| Total Assets | $1.0M | $35.7K | ||
| Deferred revenue | $83.3K | $77.7K | $77.7K | |
| Deposits payable | $77.7K | |||
| Lease liability | $135.0K | |||
| Notes payable, net | $66.1K | |||
| Notes payable in default | $117.0K | $117.0K | ||
| Derivatives liability | $1.8M | $40.9K | ||
| Total Current Liabilities | $4.6M | $3.2M | ||
| Lease liabilities | $170.9K | |||
| Total Non-current Liabilities | $170.9K | |||
| Total Liabilities | $4.8M | $3.2M | ||
| Common stock, $0.001 par value, 400,000,000 shares authorized; 138,036,826 and 128,064,469 shares issued and outstanding as at December 31, 2025 and 2024, respectively | $138.0K | $128.1K | ||
| Additional paid-in-capital | $46.9M | $46.8M | ||
| Stock subscriptions payable | $372.5K | |||
| Accumulated deficit | -$51.0M | -$50.0M | ||
| Total Waste Energy Stockholders Equity (Deficit) | -$3.6M | -$3.0M | ||
| Non-controlling Interest | -$161.3K | -$161.3K | -$161.3K | |
| Total Stockholders Equity (Deficit) | -$3.7M | -$3.2M | -$898.6K | |
| Total Liabilities and Stockholders Equity (Deficit) | $1.0M | $35.7K | ||
| Common stock, par value | $0.00 | $0.00 | $0.00 | |
| Common stock, shares authorized | 400.0M shares | 400.0M shares | 400.0M shares | |
| Common stock, shares issued | 138.0M shares | 128.1M shares | ||
| Common stock, shares outstanding | 138.0M shares | 128.1M shares |
Cash flow is reported year to date, not quarter by quarter, so there are no separate quarterly figures.
Every line of the cash flow as filed: the last 2 fiscal years, latest first.4
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| Net loss for the year from continued operations | -$1.1M | -$1.3M |
| Stock-based compensation | $59.3K | $120.0K |
| Stock-based compensation, related party | $30.3K | $143.6K |
| Shares issued for services (consulting) | $18.4K | |
| Shares issued for services related party (consulting) | $184.0K | |
| Gain on debt settlement notes payable | -$788.2K | -$40.0K |
| Derivative liability | -$385.5K | $40.9K |
| Loss on initial valuation of derivative liability | $1.4M | |
| Settlement of derivative liability | -$40.9K | |
| Amortization of debt discount | $248.2K | $5.7K |
| Amortization of deferred loan costs | $19.6K | $1.9K |
| Debt penalty charge adjustments | $16.1K | |
| Bad debt | $35.0K | |
| Amortization of ROU assets and reduction in lease liability | $33.1K | |
| Accounts receivable | -$7.5K | $80.0K |
| Prepaid expenses | -$12.0K | $9.7K |
| Security deposit | -$12.0K | |
| Accrued interest on convertible notes payable | $21.0K | |
| Accrued interest on notes payable | $102.3K | $30.1K |
| Deferred revenue | $83.3K | |
| Accounts payable and accrued expenses | $133.9K | -$350 |
| Accounts payable and accrued expenses, related parties | -$214.2K | $292.3K |
| Net cash (used in) operating activities from continued operations | -$390.1K | -$402.6K |
| Loss from discontinued operations | -$1.6M | |
| Write off of intangible assets | $1.6M | |
| Capital advance | -$653.2K | |
| Net cash provided by (used in) investing activities | -$653.2K | |
| Proceeds from issuance of notes payable | $115.2K | |
| Proceeds from issuance of convertible notes | $1.2M | $471.0K |
| Repayments of notes payable | -$78.0K | -$164.7K |
| Repayments on convertible notes | -$119.2K | -$71.3K |
| Proceeds from share issuance | $150.0K | $50.0K |
| Net cash provided by financing activities | $1.1M | $400.2K |
| Net changes in cash and equivalents | $67.6K | -$2.4K |
| Cash paid in interest | $124.8K | $110.2K |
| Derivative liability discount | $652.0K | |
| Addition of right of use asset | $326.5K | |
| Conversion of note payable to common stock issued by WEC - $52.5K loan | $55.1K | |
| Conversion of note payable to common stock issued by WEC - $25K loan | $25.0K | |
| Partial conversation of convertible note payable to common stock of WEC - $96k loan, $12K converted | $12.0K | |
| Promissory note payable to be converted to common stock of WEC 854K loan converted into 66K of common stock | $66.0K | |
| Debt to be converted into common stock of WEC | $117.5K | |
| Debt to be converted into common stock of WEC | $24.0K | |
| Debt to be converted into common stock of WEC | $15.0K | |
| Full conversion of convertible note payable to common stock of WEC - $96k loan, $43,200 converted | $43.2K | |
| Convertible note payable converted amount | $52.5K |
No quarter-by-quarter statement was filed.
Corporate structure
WASTE ENERGY CORP. sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of WASTE ENERGY CORP.
- Stuart Vaughan Ryan Gray Filed SC 13G on WASTE ENERGY CORP., latest Apr 29, 2024
- James P. Geiskopf Filed SC 13D/A on WASTE ENERGY CORP., latest Jan 10, 2024 (2 filings since Jan 31, 2022)
- Scott Gallagher Filed SC 13D on WASTE ENERGY CORP., latest Jan 10, 2024
- Riaz Mamdani Filed SC 13G on WASTE ENERGY CORP., latest Apr 28, 2023 (2 filings since Apr 24, 2023)
- WASTE ENERGY CORP. Fairfield, California
Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What WASTE ENERGY CORP. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Property and equipment
| Item | Latest | A year before | Change |
|---|---|---|---|
| Operating-lease assets (leased space) | $272.8K4 Dec 31, 2025 |
Investments
| Item | Latest | A year before | Change |
|---|---|---|---|
| Cash and cash equivalents | $68.2K4 Dec 31, 2025 | $6824 Dec 31, 2024 | +9906.5% |
| Deposits held (banks) | $77.7K4 Dec 31, 2025 |
Properties, in its own words
We do not currently own any real property.
Our principal executive offices are located at 3250 Oakland Hills Court, Fairfield, California 94534. We lease these office premises and believe they are suitable and adequate for our current administrative needs.
The rest of Item 2
In addition, we lease an approximately four-acre industrial site in Midland, Texas, which includes an approximately 5,000 square foot workshop and office building. The Midland site is being developed to support the installation and operation of our initial 15 ton-per-day waste conversion system and related distillation equipment. The site is designed to accommodate future expansion to 60 tons per day through the addition of new processing lines, with further scalability beyond that level.
As of the date of this Annual Report, the Midland facility is not yet fully operational and remains subject to equipment installation, final permitting, and commissioning activities.
Item 2 of the 10-K filed Jul 14, 2026.3
Leadership
Who has led WASTE ENERGY CORP., and when. Pick a name to see everywhere that person has worked.
Chief executive
President
Chief financial officer
- Chief executive officerScott Gallagher Sep 10, 2026 to now12
- Chief executive officerCameron Chell Sep 25, 2017 to Sep 25, 201713
- ChairScott Gallagher Sep 10, 2026 to now12
- PresidentScott Gallagher Sep 21, 2022 to Jan 9, 202414
- PresidentCameron Chell Sep 25, 2017 to Sep 25, 201713
- PresidentBruce Gordon Elliott Oct 19, 2017 to Feb 12, 202115
- PresidentJames P. Geiskopf Sep 24, 2014 to Sep 24, 201416
- Chief financial officerSwapan Kakumanu Dec 6, 2018 to Jan 9, 202417
Board members and other officers (7)
- Secretary TreasurerJames P. Geiskopf Aug 28, 2017 to Aug 29, 202218
- Board memberW. Scott McBride Jul 11, 2025 to now19
- Board memberShelly Marie Murphy Jun 17, 2021 to Jan 9, 202420
- Board memberEdmund Moy Jan 24, 2019 to Jan 9, 202421
- Board memberAlphonso Jackson Jun 28, 2018 to Jun 28, 201822
- Board memberCameron Chell Sep 25, 2017 to Jan 9, 202413
- Board memberJames P. Geiskopf Sep 24, 2014 to Jan 9, 202416
Former names
Timeline
- Oct 5, 20268-K Bylaws or fiscal year changed23
- Sep 23, 20268-K Shareholder vote24
- Sep 10, 2026New chief executive Scott Gallagher becomes CEO12
- Sep 2, 20268-K Regulation FD disclosure25
- Aug 31, 20268-K Unregistered sale of shares; Executive or director change; Other events26
- Jul 6, 20268-K Executive or director change27
- May 27, 20268-K Change of auditor28
- May 22, 20268-K Change of auditor29
- Mar 21, 20258-K Unregistered sale of shares; Executive or director change30
- Dec 19, 20248-K Executive or director change31
- Sep 12, 20248-K Bylaws or fiscal year changed; Regulation FD disclosure32
- Jul 5, 20248-K Unregistered sale of shares33
- Jun 28, 20248-K Executive or director change34
- Sep 25, 2017New chief executive Cameron Chell becomes CEO13
Filings
151 filings to the SEC since October 2021: 6 annual reports, 15 quarterly reports, 54 major events, 32 insider forms, 6 large holders, 14 private raises, 24 other. The latest 20:
- Oct 5, 20268-K EDGAR
- Sep 25, 20264 EDGAR
- Sep 23, 20268-K EDGAR
- Sep 18, 2026DEF 14A EDGAR
- Sep 18, 20264 EDGAR
- Sep 10, 20264 EDGAR
- Sep 2, 20268-K EDGAR
- Aug 31, 2026DEFA14A EDGAR
- Aug 31, 20268-K EDGAR
- Aug 28, 2026PRE 14A EDGAR
- Aug 14, 202610-Q EDGAR
- Jul 14, 202610-Q EDGAR
- Jul 14, 202610-K EDGAR
- Jul 6, 20268-K EDGAR
- May 27, 20268-K/A EDGAR
- May 22, 20268-K EDGAR
- May 15, 2026NT 10-Q EDGAR
- Mar 30, 2026NT 10-K EDGAR
- Nov 13, 202510-Q EDGAR
- Aug 14, 202510-Q EDGAR
The 151 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Insider trades
14 open-market trades by officers, directors and large owners since October 2021: 14 buys and 0 sales. Grants, option exercises and gifts are left out.
| Date | Who | Trade | Shares | Price | Value | Filing |
|---|---|---|---|---|---|---|
| Sep 9, 2026 | GALLAGHER SCOTTChairman and CEO | Buy | 25,000 | Form 4 | ||
| Sep 1, 2026 | GALLAGHER SCOTTChairman and CEO | Buy | 400,000 | Form 4 | ||
| Jan 6, 2024 | GALLAGHER SCOTTChairman and CEO | Buy | 920,000 | $0.02 | $18.4K | Form 4 |
| Aug 16, 2023 | GALLAGHER SCOTTChairman and CEO | Buy | 160,714 | $0.07 | $11.2K | Form 4 |
| Apr 4, 2023 | Murphy Shelly MarieDirector | Buy | 500,000 | $0.05 | $25.0K | Form 4 |
| Apr 4, 2023 | GALLAGHER SCOTTChairman and CEO | Buy | 225,000 | $0.05 | $11.2K | Form 4 |
| Mar 7, 2023 | Murphy Shelly MarieDirector | Buy | 900,000 | $0.10 | $90.0K | Form 4 |
| Jan 28, 2022 | KAKUMANU SWAPANChief Financial Officer | Buy | 80,566 | $0.20 | $16.1K | Form 4 |
| Jan 28, 2022 | Geiskopf James PDirector | Buy | 80,566 | $0.20 | $16.1K | Form 4 |
| Jan 28, 2022 | Chell CameronDirector | Buy | 83,007 | $0.20 | $16.6K | Form 4 |
| Dec 29, 2021 | Chell CameronDirector | Buy | 59,027 | $0.29 | $17.1K | Form 4 |
| Dec 29, 2021 | Geiskopf James PDirector | Buy | 57,291 | $0.29 | $16.6K | Form 4 |
| Dec 29, 2021 | KAKUMANU SWAPANChief Financial Officer | Buy | 57,291 | $0.29 | $16.6K | Form 4 |
| Nov 23, 2021 | Chell CameronDirector | Buy | 60,000 | $0.33 | $19.8K | Form 4 |
From Forms 4 filed with the SEC.
Major holders
Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.
- Stuart Vaughan Ryan GraySC 13G, 1 filing Apr 29, 202435
- James P. GeiskopfSC 13D/A, 2 filings Jan 31, 2022 to Jan 10, 202436
- Scott GallagherSC 13D, 1 filing Jan 10, 202437
- Riaz MamdaniSC 13G, 2 filings Apr 24, 2023 to Apr 28, 202338
Money raised
Private offerings the company reported to the SEC on Form D.
- Jan 6, 2024Raised $18,400 in a private offering of equity Form D: 1 investor so far Form D
- Dec 5, 2023Raised $52,500 in a private offering of debt Form D: 1 investor so far Form D
- Oct 6, 2023Raised $104,250 in a private offering of debt Form D: 1 investor so far Form D
- Aug 16, 2023Raised $11,250 in a private offering of equity Form D: 1 investor so far Form D
- Jul 28, 2023Raised $200,000 in a private offering of equity Form D: 1 investor so far Form D
- May 1, 2023Raised $279,000 in a private offering of equity Form D: 5 investors so far Form D
- Apr 19, 2023Raised $75,000 in a private offering of debt Form D: 1 investor so far Form D
- Apr 4, 2023Raised $36,250 in a private offering of equity Form D: 2 investors so far Form D
- Mar 31, 2023Raised $378,400 in a private offering of equity Form D: $6.2 million offered in all Form D
- Mar 7, 2023Raised $100,000 in a private offering of equity Form D: 2 investors so far Form D
- Feb 10, 2023Raised $325,000 in a private offering of equity Form D: 4 investors so far Form D
- Aug 31, 2022Raised $9,999 in a private offering of equity Form D: 1 investor so far Form D
- May 9, 2022Raised $9,999 in a private offering of equity Form D: 1 investor so far Form D
- Feb 11, 2022Raised $3,333 in a private offering of equity Form D: 1 investor so far Form D
SEC filer profile
How WASTE ENERGY CORP. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARWASTE ENERGY CORP.1
- CIK0001515139
- Employer ID (EIN)27-30984873
- Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; a shell company3
- Incorporated inNevada3
- Fiscal year endsDecember 311
- Industry code (SIC)7389 Services-Business Services, NEC1
- SEC reviewing officeOffice of Trade & Services, Division of Corporation Finance1
- Business address3250 Oakland Hills Court, Fairfield, CA 945341
- Phone424-570-94461
- Shares outstanding192,326,122 as of Aug 14, 202611
- Public float$5.5M as of Jul 13, 20263
- AuditorM&K CPAS, PLLC, Woodlands, TX PCAOB ID 2738; no auditor attestation of internal control over financial reporting3
- On EDGAR sinceMar 30, 20111
- Filings358 in all: 8-K (115), 4 (55), 10-Q (45), D (22), 10-K (15), 3 (11), S-1/A (9), SC 13D/A (9)1
All 29 form types
UPLOAD (9), NT 10-Q (8), 4/A (6), CORRESP (6), DEF 14A (6), 424B3 (5), NT 10-K (5), 424B5 (4), EFFECT (4), 10-K/A (3), DEFA14A (3), PRE 14A (3), S-1 (3), SC 13D (3), SC 13G (3), 10-Q/A (1), 8-A12G (1), 8-K/A (1), S-3 (1), S-3/A (1), S-8 (1)
- Latest filingsAnnual report (10-K) Jul 14, 2026
Quarterly report (10-Q) Aug 14, 2026
Proxy statement (DEF 14A) Sep 18, 2026
Latest 8-K (8-K) Oct 5, 2026
Risk factors and legal proceedings
The risks WASTE ENERGY CORP. names in Item 1A of its 10-K filed Jul 14, 2026: 25 risks under these headings, as written.3
- Risks Related to Our Financial Condition and Capital Needs
- We are an early-stage company with a limited operating history in the waste-to-energy sector, and we may never achieve or sustain profitability.
- Our financial statements have been prepared assuming we will continue as a going concern, and there is substantial doubt about our ability to do so.
- We will require substantial additional capital to execute our business plan, and financing may not be available on acceptable terms, or at all.
- Risks Related to Our Operations and Business Strategy
- Our business is dependent on the successful delivery, installation, commissioning, and operation of our initial 15-TPD waste conversion system at our Midland, Texas facility.
- Our business plan depends on a single planned facility, and any disruption at that facility could materially harm our business.
- Our waste conversion technology has not been demonstrated at commercial scale within our operations, and performance at scale may differ from expectations.
- We depend on a consistent and economical supply of waste tire and plastic feedstock.
- Our financial results will be affected by commodity price fluctuations for our products.
- We have not finalized material offtake agreements for our products.
- Our revenues from environmental credit monetization are speculative and subject to significant uncertainty.
The other 15 risks
- Risks Related to Regulation and Compliance
- Our operations are subject to extensive environmental, health, safety, and permitting requirements, and failure to comply could materially adversely affect our business.
- We have not yet obtained all permits and approvals required to commence commercial operations at Midland.
- Risks Related to Our Common Stock and Capital Structure
- The conversion features of our outstanding convertible notes, including variable conversion prices tied to our trading price, could result in substantial dilution to our stockholders and depress the market price of our common stock.
- In addition to dilution from our convertible notes, we may issue additional shares of common stock at any time, which would dilute existing stockholders.
- We do not intend to pay cash dividends on our common stock.
- Our common stock is considered a “penny stock,” which limits its marketability.
- FINRA sales practice requirements may further limit a stockholder’s ability to buy and sell our common stock.
- There is a limited trading market for our common stock, and trading is subject to significant volatility.
- Risks Related to Legal Proceedings and Related-Party Matters
- We are subject to pending legal proceedings whose outcome is uncertain and could materially and adversely affect us.
- Certain related-party obligations recorded on our balance sheet are disputed and subject to ongoing review.
- Risks Related to Internal Controls and Governance
- We have identified material weaknesses in our internal control over financial reporting, and failure to remediate them could result in misstatements in our financial statements.
- Our success depends on the continued service of key personnel.
- General Risk Factors
- Supply chain disruptions and third-party dependencies could adversely affect our operations.
- We may be subject to additional litigation and legal proceedings in the ordinary course of our business.
- Adverse economic and market conditions could adversely affect our business.
Legal proceedings
LarCo Holdings, LLC Litigation
On July 31, 2024, LarCo Holdings, LLC (“LarCo”) filed a complaint in the Superior Court of the State of Arizona, Maricopa County (Case No. CV2024-020438), against the Company; a vendor of the Company (the “Vendor”); certain current and former executives and affiliates of the Vendor and of the Company’s predecessor entities, and their spouses; and other defendants. The claims arise from a 2019 private loan transaction between LarCo and the Vendor, to which the Company was not a party.
In connection with that loan, the Company executed an acknowledgment pursuant to which it agreed that, if the Company collected on a specific customer invoice in the amount of $752,500 that had been pledged as collateral for the Vendor loan, the Company would remit the proceeds of that collection to LarCo to be applied against the loan. The Company has never collected on the specified customer invoice, and the Company’s commitment to remit funds to LarCo was conditional upon such collection. Accordingly, the Company believes it has no independent payment obligation to LarCo under the acknowledgment.
On June 13, 2025, judgment on the loan was entered in LarCo’s favor against the Vendor and a former executive of the Company’s predecessor, and on September 17, 2025, an amended judgment was entered against those parties in the approximate amount of $1.57 million. The Company was not a party to, and has no liability under, that judgment.
The opening of Item 3, Legal Proceedings.3
Sources
The numbers on this page point here. Each one links to the record it came from.
- 1
- 2
- 3
- 4
- 5
- 6
- 7
- 8
- 9
- 10
- 11
- 12
- 13
- 14SEC EDGARScott Gallagher, President
- 15SEC EDGARBruce Gordon Elliott, President
- 16SEC EDGARJames P. Geiskopf, President
- 17
- 18
- 19SEC EDGARW. Scott McBride, Board member
- 20SEC EDGARShelly Marie Murphy, Board member
- 21SEC EDGAREdmund Moy, Board member
- 22SEC EDGARAlphonso Jackson, Board member
- 23SEC EDGARBylaws or fiscal year changed
- 24SEC EDGARShareholder vote
- 25SEC EDGARRegulation FD disclosure
- 26
- 27SEC EDGARExecutive or director change
- 28SEC EDGARChange of auditor
- 29SEC EDGARChange of auditor
- 30
- 31SEC EDGARExecutive or director change
- 32
- 33SEC EDGARUnregistered sale of shares
- 34SEC EDGARExecutive or director change
- 35
- 36
- 37
- 38