Catalyst Crew Technologies Corp. (OTC: [Stock Symbol]) Releases Amended 2025 Annual Report: Key Highlights, Risks, and Investor Considerations

Overview

Catalyst Crew Technologies Corp. (“the Company”) has filed its Amendment No. 1 to the Annual Report on Form 10-K/A for the fiscal year ended December 31, 2025. This amendment updates and corrects certain disclosures from its original filing, including business updates, risk factors, cybersecurity information, security ownership, and related party transactions. The amendment is intended to reflect subsequent events, correct inconsistencies, and enhance disclosure for investors.

Key Points and Developments

• Corporate Name Change: The company approved a change of its corporate name to Catalyst Crew Technologies Corp. to reflect its current business focus. The timing of the name change will be determined by management, pending regulatory approval.
• Development-Stage Status and No Revenue: The company remains a development-stage entity with no revenue for the years ended December 31, 2025 and 2024. The company has a history of losses and its independent auditors have expressed substantial doubt about its ability to continue as a going concern unless additional financing is secured.
• Majority Shareholder Control: The President and CEO, Kevin Rodan Levy, beneficially owns a majority of the outstanding common stock, giving him significant influence over all major corporate decisions, including director elections and major transactions.
• Material Weaknesses in Internal Controls: The company has identified material weaknesses in internal controls, specifically a lack of segregation of duties due to limited resources. Management concluded that internal controls over financial reporting were ineffective as of December 31, 2025. No corrective changes were made during the last fiscal quarter due to financial constraints.
• Classified as a “Penny Stock” and Limited Liquidity: The company’s common stock is subject to SEC “penny stock” rules, which may limit liquidity and trading activity, potentially affecting market value.
• Stock Performance and Share Information: As of March 31, 2026, there were 56,134,795 shares of common stock outstanding. The stock’s trading range in 2025 was between \$0.2650 and \$1.00 per share, with much higher volatility in 2024 (ranging from \$0.10 to \$111.55 per share). The company did not repurchase any equity securities in 2025 and has not declared or paid dividends, with no plans to do so in the foreseeable future.
• Need for Additional Financing: The company is dependent on raising additional capital via equity offerings, debt, or shareholder support. There is no assurance that additional financing will be available, and failure to secure funds could result in delays or discontinuation of development activities.
• Smaller Reporting Company and Emerging Growth Status: The company qualifies as a smaller reporting company and an emerging growth company, exempting it from certain SEC requirements and auditor attestations on internal controls.
• No Recent Sales or Repurchases: No recent sales of unregistered securities or repurchases of equity securities occurred during 2025.
• Cybersecurity Disclosure: The company included updated disclosures on risk management and cybersecurity strategy, as required by new SEC rules.
• Section 16(a) Compliance: All required beneficial ownership filings by insiders and major shareholders were timely filed in 2025.
• No Director or Executive Compensation Plans: There are no pension, retirement, or long-term incentive plans for directors or officers. Directors do not receive salaries or bonuses for their service.
• No Code of Ethics: As of the filing date, the Board has not adopted a code of ethics for executive management.
• Risks Highlighted:
  • Going concern risk due to lack of revenue and recurring losses.
  • Dependence on future financing to continue operations.
  • Significant voting power concentrated with the CEO.
  • Material weaknesses in internal controls.
  • Stock illiquidity and dilution risk due to potential future issuances.
  • No dividends expected.

Potential Price-Sensitive and Shareholder-Relevant Issues

• Going Concern Uncertainty: The auditor’s “going concern” warning signals significant risk for shareholders and may impact share price negatively if not addressed.
• No Revenue and Ongoing Losses: The company’s inability to generate revenue heightens risk and may affect investor sentiment and stock valuation.
• Concentration of Control: Majority ownership by the CEO may discourage outside investment or acquisition interest and limit shareholder influence.
• Material Weaknesses in Internal Controls: Persistent material weaknesses could impact financial reporting reliability and regulatory compliance, potentially affecting valuation.
• Potential Dilution: Future equity financings could result in significant dilution to existing shareholders.
• Illiquidity and Penny Stock Risks: The stock is subject to penny stock rules, with limited trading volume and high volatility, as evidenced by the wide trading range in previous years.
• No Dividends: The company does not plan to pay dividends in the foreseeable future, which may deter income-focused investors.

Financial Statements and Auditor Commentary

• The annual financial statements, accompanying notes, and the independent auditor’s report are included in the filing. The auditor, Beckles & Co. Inc., issued an unqualified opinion with a “going concern” emphasis.
• No critical audit matters were identified beyond the going concern issue.
• All required financial statement schedules were omitted as not applicable or not required.

Conclusion

Investor Takeaway: Catalyst Crew Technologies Corp. remains a high-risk, speculative investment at its current stage. The company faces significant challenges, including the urgent need for additional capital, lack of revenue, ongoing losses, material weaknesses in internal controls, and low liquidity. While the controlling shareholder structure offers stability, it may deter new investment or takeovers. These factors should be carefully weighed by current and prospective shareholders, as they may have a material impact on share valuation and future performance.

Disclaimer: This article is for informational purposes only and does not constitute investment advice or a recommendation to buy or sell any securities. Investors should perform their own due diligence and consult with a qualified financial advisor before making any investment decisions. The information presented is based on the company’s publicly filed documents and is subject to change without notice.

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