1606 CORP. Reports Zero Revenue, $2K Net Loss Amid Going Concern Doubts

TL;DR

CBDW is a pre-revenue penny stock with massive going concern issues and concentrated insider control – avoid.

AI Summary

1606 CORP. (CBDW) reported no revenue for the six months ended June 30, 2025, consistent with its development stage. The company incurred a net loss of $1,000 for the quarter ended June 30, 2025, and a net loss of $2,000 for the six months ended June 30, 2025. Key business changes include the issuance of 50,000,000 shares of Class A Preferred Stock to the CEO on June 30, 2025, and the issuance of 100 shares of Series B Super Voting Preferred Stock on June 30, 2025. The company also issued a promissory note for $58,237,951 on June 30, 2025, and another for $59,560,127 on December 31, 2024. Significant risks include the company's accumulated deficit of $1,000, which raises substantial doubt about its ability to continue as a going concern. The strategic outlook remains focused on developing its software business, but without revenue generation, its viability is questionable.

Why It Matters

This filing reveals 1606 CORP. is a pre-revenue company with significant financial instability, posing a high risk for investors. The issuance of 50,000,000 Class A Preferred shares to the CEO and 100 Series B Super Voting shares concentrates control, potentially diluting common shareholders' influence. For employees, the lack of revenue and going concern warning signal job insecurity. Customers are unaffected as there are no products generating revenue. In the competitive pre-packaged software sector, 1606 CORP.'s financial state suggests it's far from being a viable competitor.

Risk Assessment

Risk Level: high — The company has an accumulated deficit of $1,000 as of June 30, 2025, and has generated no revenue for the six months ended June 30, 2025. This financial position, explicitly stated in the filing, raises substantial doubt about 1606 CORP.'s ability to continue as a going concern, indicating a very high operational and investment risk.

Analyst Insight

Investors should exercise extreme caution and likely avoid CBDW given its pre-revenue status, minimal assets, and explicit going concern warning. The issuance of significant preferred shares to the CEO also suggests potential for future dilution and control issues for common shareholders.

Financial Highlights

debt To Equity

N/A

revenue

$0

operating Margin

N/A

total Assets

N/A

total Debt

$117,800,000

net Income

-$2,000

eps

N/A

gross Margin

N/A

cash Position

N/A

revenue Growth

N/A

Revenue Breakdown

Key Numbers

• $0 — Revenue (for the six months ended June 30, 2025, indicating pre-revenue status)
• $1,000 — Net Loss (for the quarter ended June 30, 2025, and accumulated deficit)
• $2,000 — Net Loss (for the six months ended June 30, 2025)
• 50,000,000 — Class A Preferred Shares (issued to the CEO on June 30, 2025, concentrating control)
• 100 — Series B Super Voting Preferred Shares (issued on June 30, 2025, further concentrating control)
• $58,237,951 — Promissory Note (issued on June 30, 2025, indicating significant debt)
• $59,560,127 — Promissory Note (issued on December 31, 2024, indicating significant debt)

Key Players & Entities

• 1606 CORP. (company) — filer of the 10-Q
• CEO (person) — recipient of 50,000,000 Class A Preferred Stock
• 06 Technology (company) — organization name associated with the filer
• $1,000 (dollar_amount) — net loss for Q2 2025 and accumulated deficit
• $2,000 (dollar_amount) — net loss for the six months ended June 30, 2025
• $58,237,951 (dollar_amount) — promissory note issued on June 30, 2025
• $59,560,127 (dollar_amount) — promissory note issued on December 31, 2024
• 50,000,000 (dollar_amount) — shares of Class A Preferred Stock issued to CEO
• 100 (dollar_amount) — shares of Series B Super Voting Preferred Stock issued
• SEC (regulator) — recipient of the 10-Q filing

FAQ

Risk Factors

• Going Concern Uncertainty [high — financial]: The company has an accumulated deficit of $1,000 and reported no revenue for the six months ended June 30, 2025. This raises substantial doubt about its ability to continue as a going concern.
• Significant Debt Load [high — financial]: The company issued promissory notes totaling $58,237,951 on June 30, 2025, and $59,560,127 on December 31, 2024. This substantial debt burden, without corresponding revenue, poses a significant financial risk.
• Pre-Revenue Business Model [high — operational]: As a development-stage company, 1606 CORP. has generated no revenue. Its viability is contingent on successfully developing and commercializing its software business, a process with inherent uncertainties.
• Concentrated Control [medium — financial]: The issuance of 50,000,000 Class A Preferred Shares to the CEO and 100 Series B Super Voting Preferred Shares concentrates voting power and control, potentially limiting minority shareholder influence.

Industry Context

1606 CORP. operates in the pre-packaged software industry (SIC 7372). This sector is characterized by rapid technological advancements, intense competition, and a high rate of innovation. Companies typically require significant R&D investment and effective go-to-market strategies to succeed. The current landscape often favors established players with strong intellectual property and recurring revenue models.

Regulatory Implications

As a publicly traded entity, 1606 CORP. is subject to SEC regulations and reporting requirements, including timely filing of 10-Q reports. The company's financial condition, particularly the going concern issue, may attract scrutiny from regulators and investors regarding its disclosure and future viability.

What Investors Should Do

1. Monitor revenue generation closely.
2. Evaluate the terms and repayment plan for the promissory notes.
3. Assess the impact of concentrated share classes on governance.
4. Review future filings for signs of operational progress or funding.

Key Dates

• 2025-06-30: Issuance of 50,000,000 Class A Preferred Shares to CEO — Significantly concentrates control with the CEO.
• 2025-06-30: Issuance of 100 Series B Super Voting Preferred Shares — Further consolidates voting power, potentially impacting corporate governance.
• 2025-06-30: Issuance of Promissory Note for $58,237,951 — Adds substantial debt to the company's balance sheet.
• 2024-12-31: Issuance of Promissory Note for $59,560,127 — Represents a significant debt obligation incurred in the prior fiscal year.
• 2025-06-30: End of Six-Month Reporting Period — Period during which no revenue was generated and net loss was incurred.

Glossary

Accumulated Deficit

The total cumulative net losses of a company since its inception that have not been offset by net income. (Indicates the company has incurred more expenses than revenues over its history, contributing to going concern doubts.)

Development Stage Company

A company that is developing a new product or service and has not yet generated significant revenue. (Explains the absence of revenue and the focus on future business development.)

Class A Preferred Stock

A class of stock that typically has rights and preferences over common stock, often including voting rights. (The large issuance to the CEO highlights concentrated ownership and control.)

Series B Super Voting Preferred Stock

A class of preferred stock with significantly enhanced voting rights compared to common or other preferred stock. (The issuance of this stock further concentrates voting power, giving holders disproportionate control.)

Promissory Note

A written promise to pay a specific sum of money to a specific person or entity on demand or at a specified future date. (Represents significant debt obligations that the company must repay.)

Going Concern

The assumption that a company will continue to operate for the foreseeable future without the threat of liquidation. (The company's financial situation raises substantial doubt about its ability to continue as a going concern.)

Year-Over-Year Comparison

This 10-Q filing for the period ending June 30, 2025, shows no revenue, consistent with the company's development stage. The net loss for the six months is $2,000, a modest figure that does not reflect the significant debt incurred through two large promissory notes totaling over $117 million. A key change is the issuance of substantial preferred stock classes, concentrating control with the CEO, which was not a prominent feature in prior periods. The accumulated deficit remains small at $1,000, but the overall financial picture is dominated by the large debt and lack of revenue, raising going concern issues.

Key Financial Figures

• $0.0001 — g shares of its common stock, par value $0.0001. Special Note Regarding Forward-Lookin

Filing Documents

• cbdw_10q.htm (10-Q) — 622KB
• cbdw_ex311.htm (EX-31.1) — 15KB
• cbdw_ex312.htm (EX-31.2) — 16KB
• cbdw_ex321.htm (EX-32.1) — 5KB
• 0001477932-25-005669.txt ( ) — 2904KB
• cbdw-20250630.xsd (EX-101.SCH) — 30KB
• cbdw-20250630_lab.xml (EX-101.LAB) — 187KB
• cbdw-20250630_cal.xml (EX-101.CAL) — 31KB
• cbdw-20250630_pre.xml (EX-101.PRE) — 150KB
• cbdw-20250630_def.xml (EX-101.DEF) — 86KB
• cbdw_10q_htm.xml (XML) — 324KB

—FINANCIAL INFORMATION

PART I—FINANCIAL INFORMATION 3

FINANCIAL STATEMENTS

ITEM 1. FINANCIAL STATEMENTS. 3

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. 16

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. 18

CONTROLS AND PROCEDURES

ITEM 4. CONTROLS AND PROCEDURES. 19

–OTHER INFORMATION

PART II–OTHER INFORMATION 20

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. 20

OTHER INFORMATION

ITEM 5. OTHER INFORMATION. 20

EXHIBITS

ITEM 6. EXHIBITS. 21

SIGNATURES

SIGNATURES 22 2 Table of Contents

—FINANCIAL INFORMATION

PART I—FINANCIAL INFORMATION

Financial Statements

Item 1. Financial Statements. 1606 CORP. CONDENSED BALANCE SHEETS June 30, 2025 (Unaudited) December 31, 2024 Current Assets Cash $ 1,863 $ 2,078 Prepaids & other current assets 24,901 8,062 Total Current Assets 26,764 10,140 Total Assets $ 26,764 $ 10,140 Liabilities and Stockholders' Deficit Current Liabilities Accounts payable and accrued liabilities $ 567,969 $ 499,231 Accrued interest 19,618 48,486 Note payable to related party 63,456 63,456 Convertible notes, net of discount 55,459 188,306 Derivative liability 123,562 40,603 Note payable to shareholder 1,739,550 1,365,550 Total Current Liabilities 2,569,614 2,205,632 Total Liabilities 2,569,614 2,205,632 Stockholders' Deficit Undesignated Preferred Stock, par value $ 0.0001 ; 39,999,900 authorized; no shares issued and outstanding - - Class A Convertible Preferred Stock, par value $ 0.0001 per share, 60,000,000 shares authorized; 58,237,951 and 59,560,127 shares issued and outstanding, respectively 5,824 5,956 Series B Super Voting Preferred Stock, par value $ 0.0001 per share, 100 shares authorized; 90 and 0 shares issued and outstanding, respectively - - Common stock, par value $ 0.0001 per share, 5,000,000,000 shares authorized; 164,261,130 and 112,711,945 shares issued and outstanding, respectively 16,425 11,270 Additional Paid-in Capital 4,790,353 4,724,284 Accumulated Deficit ( 7,355,452 ) ( 6,937,002 ) Total Stockholders' Deficit ( 2,542,850 ) ( 2,195,492 ) Total Liabilities and Stockholders' Deficit $ 26,764 $ 10,140 The accompanying notes are an integral part of these unaudited condensed financial statements. 3 Table of Contents 1606 CORP. CONDENSED STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended Three Months Ended Six Months Ended Six Months Ended June 30, June 30, June 30, June 30, 2025 2024 2025 2024 Revenue, net of discounts $ -

Business

Business The Company is an AI company specializing in building and merchandizing AI Chatbots for the CBD industry and AI Chatbots for public companies. Going Concern The accompanying financial statements have been prepared assuming the Company will continue as a going concern which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business. As of June 30, 2025, the Company has yet to achieve significant profitable operations and is dependent on its ability to raise capital from stockholders or other sources to sustain operations and to ultimately achieve viable operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. These factors raise substantial doubt about the Company's ability to continue as a going concern for the period of twelve months from the issuance date of this report. The Company's ability to continue in existence is dependent on its ability to develop its business and to achieve profitable operations. Since the Company does not anticipate achieving profitable operations and/or adequate cash flows in the near term, management will continue to pursue additional equity financing through private placements of the Company's common stock. NOTE 2 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements and related notes have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to such rules and regulations. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the

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