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10-K/A true 2025-12-31 --12-31 2025 false 000-56744 Superstar Platforms, Inc. NV 01-0741042 586 Cobb Parkway S Suite 900 Marietta GA 30060 (650) 228-0680 Common Stock, $.01 par value SPST No No Yes Yes Non-accelerated Filer true false false false 3186963.54 182289904 Portions of the registrant’s definitive proxy statement pertaining to the registrant’s 2026 annual meeting of shareholders (the “Proxy Statement”) to be filed pursuant to Regulation 14A are incorporated herein by reference into Part III of this Annual Report on Form 10-K (this “Form 10-K”). This Amendment No. 1 to the Annual Report on Form 10-K of Superstar Platforms, Inc. for the fiscal year ended December 31, 2025, originally filed with the Securities and Exchange Commission on April 15, 2026, is being filed solely to correct certain typographical, presentation, and conforming index-title errors in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, Part II, Item 8, Financial Statements and Supplementary Data, and Part IV, Item 15, Exhibits and Financial Statement Schedules.Specifically, this Amendment corrects the Results of Operations disclosure in Item 7 to reflect that the Company had no revenue for the year ended December 31, 2025, rather than revenue of $307,068 as inadvertently stated in the Original Form 10-K. This Amendment also corrects the presentation of the Company’s balance sheet included in Item 8 to properly label Interest Receivable and Loans Receivable, which headings were transposed in the Original Form 10-K. In addition, this Amendment makes conforming corrections to; Part II, Item 8, the Index to Consolidated Financial Statements and Part IV, Item 15a.1, Financial Statements to remove inadvertent references to 2023 from index titles where no 2023 financial statements were presented in the body of the Original Form 10-K.Except for the corrections described above, no other changes have been made to the Original Form 10-K. This Amendment does not amend, update, or otherwise modify any other information contained in the Original Form 10-K, and does not reflect events occurring after the date of the Original Form 10-K.

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NOTE 1 –ORGANIZATION AND BUSINESS Superstar Platforms, Inc. (“Superstar Platforms,” the “Company,” “we,” “us,” or “our”) was incorporated on March 27, 2025, under the laws of the State of Nevada. The Company is a technology-focused holding company that seeks to build, acquire, and scale businesses across multiple industries through strategic acquisitions and technology-driven platforms. Superstar Platforms operates as the parent company of a diversified portfolio of subsidiaries and strategic initiatives. The Company’s business strategy is centered on identifying and acquiring businesses that can benefit from centralized capital resources, operational support, and technology infrastructure. Through this model, the Company intends to provide strategic capital, management expertise, and technological innovation designed to support the growth and development of its subsidiaries and operating platforms. A key component of the Company’s strategy is the development of technology-enabled marketplaces and financial services platforms capable of generating scalable and recurring revenue streams. One of the Company’s primary initiatives is the development of PawnTrust, a digital marketplace designed to connect pawn shops and consumers through a mobile-based platform. PawnTrust is intended to enable pawn shops to digitize their inventory and facilitate borrowing, buying, and bartering transactions through an integrated online marketplace. Management believes that the PawnTrust platform has the potential to modernize and expand access to the pawn industry by providing a technology-driven solution for inventory management and consumer transactions. In addition to its technology development initiatives, the Company currently generates revenue primarily through interest income earned on promissory notes issued to both related and unrelated parties. These lending activities are intended to support strategic relationships, provide working capital to affiliated and third-party businesses, and generate recurring interest income. The Company’s long-term objective is to build a diversified technology and investment platform that combines strategic capital deployment, technology innovation, and disciplined acquisition strategy to create scalable operating businesses and long-term shareholder value. The Company’s principal executive office is located in Marietta, Georgia.

NOTE 2 –GOING CONCERN The Company’s financial statements as of December 31, 2025 have been prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has accumulated deficit of $(1,835,034) as of December 31, 2025, the company currently does not have a business operation, these factors raise substantial doubt about company ‘ability to continue as a going concern.

-1835034

NOTE 3 –SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and are expressed in US dollars. The Company’s fiscal year-end is December 31. New Accounting Pronouncements There were various accounting standards and interpretations issued recently, none of which are expected to have a material impact on our financial position, operations or cash flows. Use of Estimates and Assumptions The preparation of financial statements in conformity with generally accepted accounting principles 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 period. Actual results could differ from those estimates. Due to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern. Cash and Cash Equivalents For the purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. Loans Receivable Loans receivable represent promissory notes issued to both related and non-related parties. These loans bear fixed interest rates and generally require monthly interest payments with principal due at maturity. Loans are recorded at the principal amount outstanding, net of any allowance for credit losses. Allowance for Credit Losses The Company accounts for expected credit losses in accordance with ASC 326 – Financial Instruments – Credit Losses (CECL). Management evaluates the collectability of loans receivable and records an allowance for expected credit losses based on factors including borrower credit quality, loan concentration, economic conditions, and historical repayment experience. As of December 31, 2025, the Company recorded an allowance for credit losses equal to approximately 3% of outstanding loan balances. Leases The Company accounts for leases under ASC 842, Leases. The Company has elected the short-term lease exemption for leases with a term of twelve months or less. Under this election, right-of-use assets and lease liabilities are not recognized on the balance sheet. Fair Value of Financial Instruments ASC 820, “Fair Value Measurements”, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. It establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. It prioritizes the inputs into three levels that may be used to measure fair value: Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Company’s financial instruments consist principally of cash, accounts receivable, short-term investments, accounts payable and note payable. The respective carrying values of these financial instruments approximate their fair values. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2025. Fair values were assumed to approximate carrying values for these financial instruments as either they do not have any active market or are short term in nature and therefore their carrying amounts approximate fair value. Income Taxes Income taxes are determined in accordance with the provisions of ASC 740, “Income Taxes” (“ASC 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. For the period ended December 31, 2025, the Company did not have any interest and penalties associated with tax positions. As of December 31, 2025, the Company did not have any significant unrecognized uncertain tax positions. Commitments and Contingencies The Company follows ASC 440 &ASC 450, subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies and commitments respectively. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows. Intangible Assets – work in progress Costs incurred during the development of a website are initially recognized as work in progress (WIP) and classified as an intangible asset on the balance sheet. Only costs directly attributable to the website development phase are capitalized. These include salaries and wages for employees directly involved, payments to external developers or consultants, software or tools specifically purchased for the project, and material hosting or domain costs incurred during the development phase. Costs not meeting the criteria for capitalization, such as research expenses, general administrative costs, and ongoing maintenance or upgrades after the website becomes operational, are expensed as incurred. The website remains classified as a work in progress until it is fully developed and ready for its intended use. Once completed, the accumulated costs are transferred to intangible assets and amortized over its estimated useful life, typically ranging from 3 to 5 years, using a straight-line method. The costs capitalized as WIP are reviewed periodically to ensure they are directly related to the development phase. Work in progress is tested for impairment annually or whenever circumstances indicate that the carrying amount may not be recoverable. Any impairment losses identified are recognized in the income statement. Upon completion of the website, its amortization begins, reflecting the consumption of the asset’s benefits over its useful life. Revenue Recognition Revenue is recognized when earned at the fair value of the consideration received or receivable. Interest Income is recognized upon loaning the money to the customer and is accrued on a monthly basis at the rate of 2% simple interest on the loan amount receivable from the customer. Income from other investment activities is generated through various short-term alternative investment activities as seem profitable to the management and income from such activities is recognized when earned. Market place is a digital platform for buyers and sellers. The platform’s primary performance obligation is to facilitate transactions by providing a marketplace for buyers and sellers. This includes enabling the listing of goods/services, facilitating payment processing, and providing customer support. Income is recognized on a net basis, representing only the fee or commission earned, when the platform satisfies its performance obligation by successfully facilitating the transaction. This generally occurs when the buyer’s payment is processed and the platform’s role in the transaction is complete.

Basis of Presentation These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and are expressed in US dollars. The Company’s fiscal year-end is December 31.

New Accounting Pronouncements There were various accounting standards and interpretations issued recently, none of which are expected to have a material impact on our financial position, operations or cash flows.

Use of Estimates and Assumptions The preparation of financial statements in conformity with generally accepted accounting principles 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 period. Actual results could differ from those estimates. Due to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern.

Cash and Cash Equivalents For the purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents.

Loans Receivable Loans receivable represent promissory notes issued to both related and non-related parties. These loans bear fixed interest rates and generally require monthly interest payments with principal due at maturity. Loans are recorded at the principal amount outstanding, net of any allowance for credit losses.

Allowance for Credit Losses The Company accounts for expected credit losses in accordance with ASC 326 – Financial Instruments – Credit Losses (CECL). Management evaluates the collectability of loans receivable and records an allowance for expected credit losses based on factors including borrower credit quality, loan concentration, economic conditions, and historical repayment experience. As of December 31, 2025, the Company recorded an allowance for credit losses equal to approximately 3% of outstanding loan balances.

0.03

Leases The Company accounts for leases under ASC 842, Leases. The Company has elected the short-term lease exemption for leases with a term of twelve months or less. Under this election, right-of-use assets and lease liabilities are not recognized on the balance sheet.

The Company has elected the short-term lease exemption for leases with a term of twelve months or less.

Fair Value of Financial Instruments ASC 820, “Fair Value Measurements”, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. It establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. It prioritizes the inputs into three levels that may be used to measure fair value: Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Company’s financial instruments consist principally of cash, accounts receivable, short-term investments, accounts payable and note payable. The respective carrying values of these financial instruments approximate their fair values. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2025. Fair values were assumed to approximate carrying values for these financial instruments as either they do not have any active market or are short term in nature and therefore their carrying amounts approximate fair value.

Income Taxes Income taxes are determined in accordance with the provisions of ASC 740, “Income Taxes” (“ASC 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. For the period ended December 31, 2025, the Company did not have any interest and penalties associated with tax positions. As of December 31, 2025, the Company did not have any significant unrecognized uncertain tax positions.

a greater than 50% likelihood

Commitments and Contingencies The Company follows ASC 440 &ASC 450, subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies and commitments respectively. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

Intangible Assets – work in progress Costs incurred during the development of a website are initially recognized as work in progress (WIP) and classified as an intangible asset on the balance sheet. Only costs directly attributable to the website development phase are capitalized. These include salaries and wages for employees directly involved, payments to external developers or consultants, software or tools specifically purchased for the project, and material hosting or domain costs incurred during the development phase. Costs not meeting the criteria for capitalization, such as research expenses, general administrative costs, and ongoing maintenance or upgrades after the website becomes operational, are expensed as incurred. The website remains classified as a work in progress until it is fully developed and ready for its intended use. Once completed, the accumulated costs are transferred to intangible assets and amortized over its estimated useful life, typically ranging from 3 to 5 years, using a straight-line method. The costs capitalized as WIP are reviewed periodically to ensure they are directly related to the development phase. Work in progress is tested for impairment annually or whenever circumstances indicate that the carrying amount may not be recoverable. Any impairment losses identified are recognized in the income statement. Upon completion of the website, its amortization begins, reflecting the consumption of the asset’s benefits over its useful life.

P3Y

P5Y

Revenue Recognition Revenue is recognized when earned at the fair value of the consideration received or receivable. Interest Income is recognized upon loaning the money to the customer and is accrued on a monthly basis at the rate of 2% simple interest on the loan amount receivable from the customer. Income from other investment activities is generated through various short-term alternative investment activities as seem profitable to the management and income from such activities is recognized when earned. Market place is a digital platform for buyers and sellers. The platform’s primary performance obligation is to facilitate transactions by providing a marketplace for buyers and sellers. This includes enabling the listing of goods/services, facilitating payment processing, and providing customer support. Income is recognized on a net basis, representing only the fee or commission earned, when the platform satisfies its performance obligation by successfully facilitating the transaction. This generally occurs when the buyer’s payment is processed and the platform’s role in the transaction is complete.

0.02

NOTE 4 –COMMON STOCK The Company has common stock outstanding of 182,289,904 as of December 31, 2025 and record of holders was 204.

182289904

NOTE 5 –LOAN RECEIVABLE Loans receivable represent funds advanced by the Company pursuant to executed promissory notes. The loans accrue interest monthly, are interest only, unsecured and all mature December 31, 2026. As of December 31, 2025, all loans were current. Total Loans Receivable: $2,587,233

2026-12-31

2587233

NOTE 6 –ALLOWANCE FOR CREDIT LOSSES The Company accounts for expected credit losses in accordance with ASC 326 – Financial Instruments – Credit Losses (CECL). Management evaluates the collectability of loans receivable and records an allowance for expected credit losses based on factors including borrower credit quality, loan concentration, economic conditions, and historical repayment experience. As of December 31, 2025, the Company recorded an allowance for credit losses equal to approximately 3% of outstanding loan balances Total Allowance for Credit loss-$77,617

0.03

77617

NOTE 7 –CREDIT QUALITY INDICATORS The Company monitors borrower credit quality through payment history, borrower financial condition and compliance with loan terms. As of December 31,2025 all loans were performing. NOTE 8 – NONACCRUAL AND PAST DUE LOANS The Company places loans on nonaccrual status when collection is uncertain. As of December 31, 2025 no loans were past due, impaired or on nonaccrual status. NOTE 9 – NOTES PAYABLE, INTEREST PAYABLE & OTHER PAYABLES Notes payable represent borrowings incurred by the Company to finance acquisitions, support working capital, and fund ongoing operations. These notes bear fixed interest rates and have specified maturity dates in accordance with the underlying agreements. As of December 31, 2025, total notes payable amounted to $2,674,670. Interest payable represents the accrued interest on outstanding notes payable and is recognized as an expense in the Company’s statement of operations. Other payables consist of accrued fee expenses, including a success fee that is contingent upon the closing of a potential acquisition. This fee is amortized over the term of the related notes payable, with initial recognition recorded as fee expense in the statement of operations.

2674670

NOTE 10 – RELATED PARTY TRANSACTIONS Certain loans receivable and notes payable involve entities affiliated with the Company’s Chief Executive Officer. These transactions are conducted pursuant to written promissory notes and formal lending agreements that specify principal amounts, interest rates, repayment terms, and other customary provisions. The Company applies the same underwriting standards, credit evaluation procedures, and approval processes to related-party transactions as it does to loans issued to unrelated third parties. Management evaluates borrower creditworthiness, repayment capacity, and other relevant risk factors prior to extending credit. Interest rates, repayment terms, and other contractual provisions associated with these related-party transactions are consistent with the Company’s general lending practices and are believed to be comparable to terms that would be obtained in similar transactions with unaffiliated borrowers. Management believes these transactions were entered into on commercially reasonable terms and in the ordinary course of business. Total Related Party Receivables- $1,638,233 Total Related Party Payables-$482,644

1638233

482644

NOTE 11- RESEARCH AND DEVELOPMENT The Company incurred research and development expenses related to the development of the PawnTrust digital marketplace.

NOTE 12- INTELLECTUAL PROPERTY The Company is developing proprietary intellectual property associated with the PawnTrust marketplace.

NOTE 13-LEASES The Company leases office space located in Marietta, Georgia. The lease term is twelve months, with monthly rent of $500, resulting in annual lease payments of approximately $6,000. The Company has elected the short-term lease exemption under ASC 842, and therefore does not recognize right-of-use assets or lease liabilities for this lease. Rent expense is recognized as incurred.

500

6000

NOTE 14 – SEGMENT REPORTING (ASC 280) The Company operates as one reportable segment.

NOTE 15 -SUBSEQUENT EVENTS The Company has evaluated other subsequent events till the date these financial statements were issued and has determined that there are no items to disclose.