UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2025
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE TRANSITION PERIOD FROM __________ TO __________
COMMISSION FILE NUMBER 000-31267
TAP REAL ESTATE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 27-1296318 | |
State or other jurisdiction of Incorporation or Organization |
I.R.S. Employer Identification No. |
101 W. Broadway, Suite 1450 San Diego, CA |
92101 | |
| Address of Principal Executive Offices | Zip Code |
(786) 738 9012
Registrant’s Telephone Number, Including Area Code
HUMBL, INC.
Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $0.00001 | RWAX | OTC Pink |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed be Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| Emerging growth company | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
The aggregate market value of common stock held by non-affiliates was $13,171,807 at the close of business on June 30, 2025 (the last business day of the registrant’s fiscal 2025 second fiscal quarter) based on the closing price of the common stock as reported on the June 30, 2025. For purposes of this disclosure, shares of common stock held by persons who hold more than 10% of the outstanding shares of common stock and shares held by executive officers and directors of the registrant have been excluded because such persons may be deemed affiliates. This determination of executive officer or affiliate status is not necessarily a conclusive determination for other purposes.
As of March 31, 2026, there were shares of the registrant’s Common Stock outstanding.
FORWARD-LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements, which are identified by the words “believe,” “expect,” “anticipate,” “intend,” “plan” and similar expressions. The statements contained herein which are not based on historical facts are forward-looking statements that involve known and unknown risks and uncertainties that could significantly affect our actual results, performance or achievements in the future and, accordingly, such actual results, performance or achievements may materially differ from those expressed or implied in any forward-looking statements made by or on our behalf. These risks and uncertainties include, but are not limited to, risks associated with our ability to successfully develop and protect our intellectual property, our ability to raise additional capital to fund future operations and compliance with applicable laws and changes in such laws and the administration of such laws. These risks are described below and in “Item 1. Business,” Item 1A “Risk Factors,” “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Item 7A. Quantitative and Qualitative Disclosures About Market Risk” included in this Form 10-K. Readers are cautioned not to place undue reliance on these forward-looking statements which speak only as of the date the statements were made.
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TABLE OF CONTENTS
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PART I
ITEM 1. BUSINESS
OVERVIEW
TAP Real Estate Technologies, Inc. (formerly HUMBL, Inc.) (“Company” or “TAP Real Estate” or “HUMBL”) was incorporated in the state of Oklahoma on November 12, 2009. The Company was redomiciled on November 30, 2020 to the state of Delaware. The name change to TAP Real Estate occurred on March 4, 2026.
On December 3, 2020, HUMBL, LLC (“HUMBL LLC”) merged into the Company in what is accounted for as a reverse merger. Under the terms of the Merger Agreement, HUMBL LLC exchanged 100% of their membership interests for 552,029 shares of newly created Series B Preferred Stock. The Series B Preferred shares were issued to the respective members of HUMBL LLC following the approval by FINRA of a one-for-four reverse stock split of the common shares and the increase in the authorized common shares to 7,450,000,000 shares, and 10,000,000 preferred shares.
The FINRA approval for both the increase in the authorized common shares and reverse stock split occurred on February 26, 2021. To assume control of the Company, the former CEO, Henry Boucher assigned his 7,000,000 shares of Series A Preferred Stock as well as 550,000,000 shares of common stock to Brian Foote, the President and CEO of HUMBL LLC for a $40,000 note payable. The Series A Preferred Stock is not convertible into common stock; however, it has voting rights of 10,000 votes per 1 share of stock. After the reverse merger was completed, HUMBL LLC ceased doing business, and all operations were conducted under Tesoro Enterprises, Inc. which later changed its name to HUMBL, Inc. (“HUMBL” or the “Company”).
On June 1, 2023, the Company amended their Certificate of Incorporation to amend the conversion terms of their Series B Preferred Stock as follows: (a) for the period beginning June 1, 2023 and ending on September 30, 2023, a Series B holder shall not have the right, whether by election, operation of law, or otherwise, to convert any shares of Series B Preferred Stock into common stock; (b) for each calendar month beginning October 2023 through June 2024, A Series B holder shall not have the right, whether by election operation of law or otherwise, to convert into common stock more than 500 shares of Series B Preferred Stock per month; and (c) for each calendar month beginning July 2024 through December 2024, A Series B holder shall not have the right, whether by election operation of law or otherwise, to convert into common stock more than 1,000 shares of Series B Preferred Stock per month.
On July 27, 2023, the Company increased their authorized common stock to 12,500,000,000 shares. On January 26, 2024, the Company increased their authorized common stock to 22,500,000,000 shares.
On July 16, 2024, the Company designated a new Series D Preferred Stock and authorized the issuance of up to 250,000 shares of this new series. The Series D Preferred Stock is not convertible into common stock and each share issued enables the holder to vote at a ratio of 500,000 common votes for 1 share of Series D Preferred Stock. Also on July 16, 2024, the Company issued 100,000 shares of Series D Preferred Stock to their CEO for compensation. The value of these shares is $250,000 as this value represents typical CEO compensation for a one-year period.
On October 1, 2024, the Company increased its authorized common shares to 50,000,000,000 shares pursuant to the Definitive 14C filed in September 2024. On May 21, 2025, the Company increased its authorized common shares to 85,000,000,000 shares pursuant to the Definitive 14C filed in April 2025.
On December 2, 2024, the Company entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with TAP, Inc., (formerly WSCG, Inc.) (“TAP”), and WSCG Humbl SPV, a series of SPV Management, LLC (“HoldCo”). Pursuant to the Asset Purchase Agreement, the Company sold all of its assets to TAP. In consideration for the purchase of the Company’s assets, TAP agreed to: (a) pay the Company $3,037,500; (b) issue 2,455,556 shares of TAP Class B Common Stock to HoldCo; and (c) grant 24,555,556 membership units of HoldCo to the Company (the “HoldCo Units”). Of the $3,037,500 payable in cash to the Company, $500,000 was previously paid in cash by TAP to the Company prior to the closing date, and $537,500 of indebtedness previously funded to the Company by affiliates of TAP was cancelled. The remaining $2,000,000 of the cash purchase price was paid by TAP on April 1, 2025. The value of the HoldCo Units held by the Company at the time of the acquisition by TAP is $17,000,000 based on the percentage that HoldCo owns in TAP based on the last valuation of TAP. The Company agreed that TAP would not contribute any real estate assets and TAP would be solely a technology company in exchange for a larger percentage of TAP owned by the Company through HoldCo.
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The HoldCo Units represented approximately 48.6% of the outstanding equity in TAP The Company in August 2025, upon the receipt of a fairness opinion, exchanged approximately 83% of their HoldCo Units for shares of Series C Preferred Shares. The Company also entered into a settlement with BRU for another approximately 10% of their HoldCo Units. The Company intends to hold the remaining HoldCo Units to maintain exposure to TAP’s performance and the Company assets purchased by TAP. The transfer of the Company assets to TAP took place on February 27, 2025.
On December 2, 2024, the Company entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with Ybyrá Capital S.A. (“Ybyrá”) and Brian Foote, the former CEO and current director. Pursuant to the Stock Purchase Agreement: (a) HUMBL purchased 99% of the outstanding equity interests of FinCapital Credito Pagamentos e Servicos LTDA, a Brazilian company (“FinCapital”), from Ybyrá; and (b) Brian Foote sold his 7,000,000 shares of Series A Preferred Stock and 100,000 shares of Series D Preferred Stock of the Company (the “Control Shares”) to Ybyrá. With the purchase of the Control Shares, Ybyrá became the controlling stockholder of the Company. FinCapital had at the time of the purchase one asset which consisted of 41,500 tons of magnesium silicate with a book value of $20,000,000. Magnesium silicate is a raw material used in industrial sectors such as fertilizer, construction, ceramics, and fireproofing. As part of the transaction, FinCapital became a 99% owned subsidiary of the Company, and the Company agreed to issue $20,000,000 in common shares to Ybyrá for the purchase of the FinCapital equity interest.
On September 9, 2025, the Company, Ybyrá, Brian Foote and Thiago Moura entered into a settlement agreement (“Settlement Agreement”). Pursuant to the Settlement Agreement, Ybyrá’s right to receive the Company’s common stock was cancelled, the Company agreed to issue 850 million shares of common stock to Thiago Moura (which was issued September 10, 2025), Thiago Moura resigned as Company CEO and as member of the board of directors, Brian Foote became the Company’s controlling stockholder, and the Company agreed to pay Ybyrá $10,000 per month in cash and $5,000 per month in common stock until the assignment of the FinCapital shares to Ybyrá occurs on or before December 31, 2025. The Company issued the common shares on January 9, 2026 to satisfy this agreement. On December 31, 2025, as per the agreement with FinCapital, the minerals purchased reverted back to Ybyrá. The fees accrued by the Company to Ybyrá stopped at this time.
As a result of the TAP purchase of the Company assets, the previous operations of the Company will be reflected as discontinued operations, and the assets that were sold are all reflected as assets under discontinued operations.
Corporate Rebranding
The Company on December 31, 2025, announced that it has initiated a strategic corporate rebrand to TAP Real Estate Technologies, Inc. (“TAP Real Estate”), reflecting the Company’s sharpened focus on real estate asset acquisition, ownership, and blockchain-enabled real estate tokenization. In connection with the rebrand, the Company received regulatory approval to formally change their name and ticker symbol by FINRA on March 4, 2026.
TAP Real Estate Technologies, Inc. is focused on the acquisition, management, and tokenization of real estate. The Company seeks to combine established real estate fundamentals with emerging digital and blockchain tokenization technologies in order to enhance transparency, operational efficiency, and investor access in the real estate industry.
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The rebrand marks a formal repositioning of the Company toward the next generation of real estate capital formation, where traditional property ownership models converge with digital wallets, blockchain registries, smart contracts, and tokenized investment infrastructure.
Initial Capital Raise and Strategic Focus on Blockchain-Enabled Real Estate
As part of this transition, TAP Real Estate has secured $500,000 in initial investment capital to establish operations and support early-stage execution. The Company is actively evaluating a pipeline of residential, commercial, and hospitality real estate opportunities for potential fractional or full contribution to its balance sheet, alongside select tokenization opportunities to be offered through the TAP Invest platform.
Property evaluations are being conducted with a disciplined focus on asset quality, cash-flow durability, jurisdictional suitability, and long-term value creation. Particular emphasis is being placed on identifying properties that are well-positioned to support blockchain-tokenized capital inflows, interest-bearing yield structures, and digital ownership frameworks anticipated under emerging U.S. regulatory guidance expected in 2026.
A Public Company Model for the Next Era of U.S. Real Estate
In support of this strategy, TAP Real Estate has entered into a licensing agreement with TAP, Inc., a private technology company headquartered in Salt Lake City, Utah, granting TAP Real Estate the right to utilize the proprietary TAP Platform technologies specifically for real estate use cases.
This agreement establishes a public company model designed to combine the benefits of a publicly held company (TAP Real Estate) with a patented, vertically integrated blockchain technology and intellectual property platform held as a private company (TAP, Inc.).
Under this structure, TAP Real Estate will hold and manage select real estate assets, while leveraging licensed digital infrastructure to tokenize ownership interests, manage investor participation, and support compliant issuance and lifecycle administration.
The objective is to create a repeatable, compliant model for how real estate can be acquired, structured, tokenized, and administered within U.S. capital markets, serving as a blueprint for the broader industry.
TAP Technology Platform: A Patented Rail System for Real Estate Transactions
The TAP Platform products that will be licensed by TAP Real Estate, specifically for tokenized real estate listings, includes:
TAP AI Analyzer - In addition to its core features of investment portfolio insights and tailoring, the analyzer is being developed to define real estate listings metrics and quality of properties for inclusion in the portfolio.
TAURUS AI-Agent - Serves as an agentic customer service agent, and, in the future, an automated payments agent across the lifecycle of real estate transactions.
TAP Wallet - Serves as an investor’s access and identity layer for tokenized real estate, helping abstract blockchain complexity while supporting security and compliance controls. The wallet is intended to hold tokenized interests, receive income distributions, and support permitted voting or corporate actions, while enabling onboarding and investor eligibility gating through KYC, accreditation verification (as applicable), and jurisdiction-based rules.
TAP Token Engine - Provides an issuance and lifecycle layer that converts approved real estate holding structures (such as SPVs) into tokenized interests with defined parameters. This includes supply configuration, ownership caps, transfer restrictions, and jurisdictional limitations where required. The Token Engine is intended to support the ongoing lifecycle of tokenized interests, including primary issuance, permitted secondary transfers, redemptions or buybacks, and select corporate actions.
TAP Smart Contracts - Encodes and enforces key rules of a tokenized real estate offering at the transaction level, including who can hold tokens and under what conditions transfers are permitted. The smart contract layer is intended to automate functions such as distributions, governance/voting, and other real estate specific mechanics, reducing reliance on manual processing and improving auditability.
TAP Invest - An investment platform with integrations across stocks, Mutual Funds, ETFs, digital assets, precious metals and real-world assets with integrations across major brokerages, digital asset exchanges and broker-dealers such as Public, E*TRADE, Fidelity, Coinbase, Gemini, Kraken, Binance and more.
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TAP Registry - Serves as the asset “source of truth” for the platform, operating as a private, semi-private, and public registry environment for real-world assets. The registry is intended to maintain the canonical record of each underlying real estate holding and its lifecycle events such as structuring, approvals, liens, transfers, redemptions, anchoring those records to a combination of public blockchains and permissioned infrastructure. For each asset, TAP Registry is designed to store structured metadata, document references such as deeds, appraisals, inspections, insurance, and compliance attestations in a tamper-evident format, while separating public verification data from confidential owner, counterparty, and transaction details. This registry layer is intended to power authentication, registry, and transfer of tokenized interests across the TAP platform, and to provide an auditable history that can be consumed by the TAP Wallet, TAP Token Engine, TAP Smart Contracts, and downstream real estate ecosystem partners such as title, mortgage, brokerage, and marketplace platforms, for integrations.
TAPs - TAP Real Estate and TAP will also collaborate on the structure and issuance of Tokenized Asset Portfolios (TAPs), being designed as a next-generation evolution beyond legacy real estate investment trusts (REITs). These portfolios are intended to modernize real estate capital formation, ownership, and liquidity through blockchain-enabled infrastructure, and can be developed in coordination with ecosystem partners across real estate, title, mortgage, and adjacent transactional industries.
At a high level, the TAP Platform will operate through a streamlined, end-to-end lifecycle designed to ensure regulatory compliance, operational integrity, and investor transparency. Each real estate asset will first be approved and structured through a formal legal and compliance review. Once approved, the issuance is configured within the Token Engine, including token supply, investor permissions, and economic parameters. Purpose-built smart contracts are then deployed to enforce transaction logic and compliance at the protocol level. Investors are onboarded through the Invest Platform, where identity verification and eligibility checks are completed prior to participation. Following onboarding, the primary issuance is executed and tokens are delivered directly to investor wallets. After issuance, the platform supports ongoing administration, including distributions, governance actions, and permitted transfers, providing a fully managed and auditable post-issuance environment.
TAP Real Estate plans to drive revenues through a blend of management fees, listing fees and success fees on tokenized listings of real estate listings; as well as adding to the balance-sheet value any properties that are attributed to the TAP Real Estate portfolio after vetting by the TAP Real Estate team.
Patented Intellectual Property and Regulatory Alignment
The TAP intellectual property portfolio includes U.S. Patent 12,118,613, “System and Method for Transferring Currency Using Blockchain” (Foote et al., valid through 2041). The patent contemplates the transfer of stablecoins, digital assets, and tokenized currencies between digital wallets and computer systems, with direct applicability across escrow, payment, and settlement workflows in real estate, title, and mortgage transactions. Additional patents are pending in areas related to blockchain tokenization of assets, multi-asset tokenized baskets, and real-world assets.
Significant Vendor Relationships
We have established contractual relationships with the following companies that we consider to be material to providing our core products:
We currently have no significant vendor relationships we are reliant on.
Competition
We operate in the emerging real estate tokenization market, where we face competition from multiple sources. These include traditional real estate investment trusts (REITs), real estate crowdfunding platforms, and blockchain-based tokenization companies. Traditional real estate companies and financial institutions may also develop their own tokenization capabilities. Many of our competitors have greater financial resources, more established market positions, and longer operating histories than we do. We compete primarily on the basis of technology capabilities, regulatory compliance expertise, and the breadth of real estate asset types we can tokenize.
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Employees and Human Capital
As of December 31, 2025, we had 1 full time employee. None of our employees or personnel is represented by a labor union, and we consider our employee/personnel relations to be good. Competition for qualified personnel in our industry is intense, particularly for software development and other technical staff. Our human capital resources objectives include, as applicable, identifying, recruiting, retaining, incentivizing and integrating our existing and new employees, advisors and consultants.
Implications of Being an Emerging Growth Company
As a company with less than $1.0 billion in revenue during our most recently completed fiscal year, we qualify as an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended, which we refer to as the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As an emerging growth company, we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable, in general, to public companies that are not emerging growth companies. These provisions include:
| ● | Reduced disclosure about our executive compensation arrangements; | |
| ● | No non-binding shareholder advisory votes on executive compensation or golden parachute arrangements; | |
| ● | Exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting; and | |
| ● | Reduced disclosure of financial information in prospectuses, limited to two years of audited financial information and two years of selected financial information. |
As a smaller reporting company, each of the foregoing exemptions is currently available to us. We may take advantage of these exemptions for up to five years or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company if we have more than $1.0 billion in annual revenues as of the end of a fiscal year, if we are deemed to be a large-accelerated filer under the rules of the Securities and Exchange Commission, or if we issue more than $1.0 billion of non- convertible debt over a three-year-period.
The JOBS Act permits an emerging growth company to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. We have elected the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the Act until the earlier of the date we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.
Available Information
Our website address is www.taprealestate.com. Information found on, or accessible through, our website is not a part of, and is not incorporated into, this Annual Report on Form 10-K. We file electronically with the SEC our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act. We make available on our website at www.taprealestate.com, free of charge, copies of these reports and other information as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.
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ITEM 1A. RISK FACTORS
Our operations and financial results are subject to various risks and uncertainties, including those described below. You should consider and read carefully all of the risks and uncertainties described below, together with all of the other information contained in this Annual Report on Form 10-K, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes, before making an investment decision. The risks described below are not the only ones we face. The occurrence of any of the following risks or additional risks and uncertainties not presently known to us or that we currently believe to be immaterial could materially and adversely affect our business, financial condition, or results of operations. In such case, the trading price of our common stock could decline. You should not interpret our disclosure of any of the following risks to imply that such risks have not already materialized.
RISK FACTORS
Investing in our common stock involves a high degree of risk. You should carefully consider the risks described below, together with all of the other information included or referred to in this Annual Report on Form 10-K before purchasing shares of our common stock. There are numerous and varied risks that may prevent us from achieving our goals. If any of these risks actually occurs, our business, financial condition or results of operations may be materially adversely affected. In such case, the trading price of our common stock could decline and investors in our common stock could lose all or part of their investment.
Risks Related to Our Real Estate Tokenization Business
The regulatory framework surrounding real estate tokenization is uncertain and evolving, which could adversely affect our business
Our real estate tokenization business operates in a regulatory environment that is new and rapidly evolving. Federal and state securities laws, real estate regulations, and money transmission requirements may apply to our tokenized real estate offerings in ways that are not yet clearly defined. The SEC, FINRA, state securities regulators, and other governmental bodies may adopt new rules, guidance, or enforcement positions that could require us to modify our business model, obtain additional licenses, or cease certain activities. If our tokens are deemed to be securities under the Howey test or similar analyses, we could face significant compliance obligations, enforcement actions, or liability. The costs of regulatory compliance, or our inability to comply with applicable regulations, could materially and adversely affect our business, financial condition, and results of operations.
Our real estate tokenization technology is new and relatively unproven, and we may not achieve market acceptance
Real estate tokenization is an emerging technology that has not yet been widely adopted in the commercial real estate market. Our success depends on the willingness of property owners, investors, and intermediaries to adopt blockchain-based fractional ownership models, which represent a significant departure from traditional real estate investment structures. Potential customers and investors may be reluctant to adopt our technology due to concerns about security, regulatory uncertainty, liquidity limitations, or unfamiliarity with blockchain technology. If we are unable to achieve sufficient market acceptance of our tokenization platform, our business and prospects would be materially harmed.
We do not own the intellectual property we use and rely on a temporary license that may not be extended
We do not own the core technology platform used in our real estate tokenization business. On December 30, 2025, we entered into a 90-day royalty-free license agreement with TAP, Inc. to use its technology platform while the parties negotiate a longer-term license arrangement. There can be no assurance that we will be able to negotiate a long-term license on commercially reasonable terms, or at all. If we are unable to extend or replace this license, we would lose access to the technology platform that is fundamental to our business operations, which would have a material adverse effect on our business, financial condition, and results of operations. Even if we negotiate a long-term license, the terms may be less favorable than the current arrangement, and we would remain dependent on a third party for our core technology. As of March 25, 2026, the parties are in the final stages of completing a long-term license agreement.
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The valuation of tokenized real estate assets involves significant judgment and uncertainty
The valuation of tokenized real estate assets requires significant judgment and is subject to inherent uncertainty. Unlike publicly traded securities, tokenized real estate interests do not have an established public market with transparent pricing. The value of tokenized assets depends on the underlying real estate values, which are affected by local and national economic conditions, interest rates, property-specific factors, and real estate market conditions. Disagreements over valuation methodologies or assumptions could lead to disputes with investors, regulatory scrutiny, or impairment charges that could materially affect our financial statements.
We face significant competition in the real estate tokenization market from both traditional real estate companies and emerging technology platforms
The real estate tokenization market is increasingly competitive. We compete with traditional real estate investment trusts, real estate crowdfunding platforms, and other blockchain-based tokenization companies, many of which have greater financial resources, more established reputations, and more extensive operating histories than we do. Traditional real estate companies may also develop their own tokenization capabilities or partner with technology providers to offer competing products. If we are unable to differentiate our platform and compete effectively, our ability to attract and retain customers and generate revenue could be materially and adversely affected.
Risks Related to Our Company and Our Business
We are dependent on a license agreement for rights to critical intellectual property, and the loss or impairment of those rights could materially harm our business.
Our business depends on a license agreement pursuant to which we have been granted rights to use certain intellectual property that is material to our operations. This license agreement contains various obligations that we must satisfy to maintain our rights thereunder. If we fail to comply with any of these obligations, the licensor may have the right to terminate the license agreement, which would deprive us of the right to use the underlying intellectual property and could materially and adversely affect our ability to conduct our business as currently operated. In addition the license is only for limited period of time while the parties negotiate a longer term license, if we are unable to reach terms on a long-term license agreement with the licensor, that would deprive us of the right to use the underlying intellectual property and could materially and adversely affect our ability to conduct our business as currently operated
Even if we satisfy all of our obligations under the license agreement, we cannot guarantee that the licensor will not attempt to terminate the agreement, dispute the scope of rights granted thereunder, or take positions adverse to our interests in connection with the licensed intellectual property. Any such dispute could result in costly litigation, divert management attention and resources, and result in the loss or limitation of our licensed rights.
In addition, our rights under the license agreement are only as strong as the underlying intellectual property itself. The licensor is responsible for prosecuting and maintaining the patents and other intellectual property rights that are the subject of the license. If the licensor fails to adequately prosecute, maintain, or defend the licensed intellectual property, those rights could be narrowed, invalidated, or rendered unenforceable. We may have limited ability to compel the licensor to take protective action, and we may lack the right to independently enforce the licensed intellectual property against third-party infringers. The weakening or loss of the underlying intellectual property rights could significantly diminish the value of our license and adversely affect our competitive position.
Furthermore, the license agreement may be subject to termination in connection with the licensor’s bankruptcy or insolvency, a change of control of the licensor, or other events outside of our control. In such circumstances, our ability to continue using the licensed intellectual property could be impaired or eliminated entirely, and we may be unable to obtain a replacement license on commercially reasonable terms, or at all.
The occurrence of any of the foregoing could have a material adverse effect on our business, financial condition, results of operations, and prospects.
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Our operating losses and working capital deficiency raise substantial doubt about our ability to continue as a going concern. If we do not continue as a going concern, investors could lose their entire investment.
Our operating losses and working capital deficiency raise substantial doubt about our ability to continue as a going concern. We have an accumulated deficit of $(134,810,209) as of December 31, 2025 as well as a net loss of $(15,973,496) and $(14,446,392) for the years ended December 31, 2025 and 2024. We may never achieve profitability. If we do not generate sufficient revenues, do not achieve profitability and do not have other sources of financing for our business, we may have to curtail or cease our development plans and operations, which could cause investors to lose the entire amount of their investment.
We may acquire other assets or businesses, or form collaborations or make investments in other companies or technologies that could harm our operating results, dilute our stockholders’ ownership, increase our debt or cause us to incur significant expense.
As part of our business strategy, we may pursue acquisitions of businesses and assets or enter into strategic alliances and collaborations, to initiate and then expand our operations. We may not identify or complete these transactions in a timely manner, on a cost-effective basis, or at all, and we may not realize the anticipated benefits of any such transaction, any of which could have a detrimental effect on our financial condition, results of operations and cash flows. We have limited experience with acquiring other companies and assets and limited experience with forming strategic alliances and collaborations. We may not be able to find suitable acquisition candidates, and if we make any acquisitions, we may not be able to integrate these acquisitions successfully into our existing business and we may incur additional debt or assume unknown or contingent liabilities in connection therewith. Integration of an acquired company or assets may also disrupt ongoing operations, require the hiring of additional personnel and the implementation of additional internal systems and infrastructure, especially the acquisition of commercial assets, and require management resources that would otherwise focus on developing our existing business. We may not be able to find suitable strategic alliance or collaboration partners or identify other investment opportunities, and we may experience losses related to any such investments.
To finance any acquisitions or collaborations, we may choose to issue debt or equity securities as consideration. Any such issuance of securities would dilute the ownership of our stockholders. If the price of our common stock is low or volatile, we may not be able to acquire other assets or companies or fund a transaction using our stock as consideration. Alternatively, it may be necessary for us to raise additional funds for acquisitions through public or private financings. Additional funds may not be available on terms that are favorable to us, or at all.
Current global financial conditions have been characterized by increased volatility which could negatively impact our business, prospects, liquidity and financial condition.
Current global financial conditions and recent market events have been characterized by increased volatility, and the resulting tightening of the credit and capital markets has reduced the amount of available liquidity and overall economic activity. We cannot guarantee that debt or equity financing, the ability to borrow funds or cash generated by operations will be available or sufficient to meet or satisfy our initiatives, objectives or requirements. Our inability to access sufficient amounts of capital on terms acceptable to us for our operations will negatively impact our business, prospects, liquidity and financial condition.
We are growing the size of our organization, and we may experience difficulties in managing any growth we may achieve.
As our growth plans proceed and development and commercialization plans and strategies develop, we expect to need additional development, managerial, operational, sales, marketing, financial, accounting, legal, and other resources. Future growth would impose significant added responsibilities on members of management. Our management may not be able to accommodate those added responsibilities, and our failure to do so could prevent us from effectively managing future growth, if any, and successfully growing our Company.
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Our potential for rapid growth and our entry into new markets make it difficult for us to evaluate our current and future business prospects, and we may be unable to effectively manage any growth associated with these new markets, which may increase the risk of your investment and could harm our business, financial condition, results of operations and cash flow.
Our entry into new markets as we seek to expand the adoption of our products and services may place a significant strain on our resources and increase demands on our executive management, personnel and systems, and our operational, administrative and financial resources may be inadequate. We may also not be able to effectively manage any expanded operations or achieve planned growth on a timely or profitable basis, particularly if the number of customers using our technology significantly increases or their demands and needs change as our business expands. If we are unable to manage expanded operations effectively, we may experience operating inefficiencies, the quality of our products and services could deteriorate, and our business and results of operations could be materially adversely affected.
If we are unable to develop and maintain our brand and reputation for our service and product offerings, our business and prospects could be materially harmed.
Our business and prospects depend, in part, on developing and then maintaining and strengthening our brand and reputation in the markets we will serve and for the companies we acquire. If problems arise with our future products or services, our brand and reputation could be diminished. If we fail to develop, promote and maintain our brand and reputation successfully, our business and prospects could be materially harmed.
Our expansion into new products, services, technologies, and geographic regions subjects us to additional risks.
We may have limited or no experience in our newer markets, and our customers may not adopt our product or service offerings. These offerings, which can present new and difficult technology challenges, may subject us to claims if customers of these offerings experience service disruptions or failures or other quality issues. In addition, profitability, if any, in our newer activities may not meet our expectations, and we may not be successful enough in these newer activities to recoup our investments in them. Failure to realize the benefits of amounts we invest in new technologies, products, or services could result in the value of those investments being written down or written off.
Our financial results fluctuate and may be difficult to forecast, and this may cause a decline in the trading price of our stock.
Our revenues, expenses and operating results are difficult to predict given our limited history of current operations. We expect that our operating results will continue to fluctuate in the future due to a number of factors, some of which are beyond our control. These factors include, but are not limited to:
| ● | our ability to increase our brand awareness; | |
| ● | our ability to attract new customers; | |
| ● | our ability to increase our customer base; | |
| ● | the amount and timing of costs relating to the expansion of our operations, including sales and marketing expenditures; | |
| ● | our ability to introduce new mobile payment offerings or customer services in a competitive environment; | |
| ● | technical difficulties consumers might encounter in using our mobile apps; and | |
| ● | our ability to manage third-party outsourced operations; |
Due to all of these factors, our operating results may fall below the expectations of investors, which could cause a decline in the trading price of our common stock.
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Our plans for expansion cannot be implemented if we lose our key personnel or cannot recruit additional personnel.
We depend substantially on the continued services, specialized knowledge and performance of our senior management, particularly Gregory Hopkins, our CEO, and Jeffrey Hinshaw, our COO and CFO. We do not have anything preventing them from terminating their employment with us at any time. As a result, these executives may elect to pursue other opportunities at any time. If one or more of these individuals choose to leave our company, we may lose a significant number of supplier relationships and operating expertise which they have developed over many years, and which would be difficult to replace. The loss of the services of any executive officer or other key employee could hurt our business.
In addition, as our business expands, we will need to add new information technology and engineering personnel to maintain and expand our website and systems and customer support personnel to serve our growing customer base. If we are unable to hire and successfully train employees or contractors in these areas, users of our website may have negative experiences and we may lose customers, which would diminish the value of our brand and harm our business. The market for recruiting qualified information technology and other personnel is extremely competitive, and we may experience difficulties in attracting and retaining employees. Should we fail to retain or attract qualified personnel, we may not be able to compete successfully or implement our plans for expansion.
We have an evolving business model with still untested growth initiatives.
We have an evolving business model and intend to implement new strategies to grow our business in the future. There can be no assurance that we will be successful in developing new product categories or in entering new specialty markets or in implementing any other growth strategies. Similarly, there can be no assurance that we already have or will be able to obtain or retain any employees, consultants or other resources with any specialized skills or relationships to successfully implement our strategies in the future.
If we do not begin to generate significant revenues, we will still need to raise additional capital to meet our long-term business requirements. Any such capital raising may be costly or difficult to obtain and would likely dilute current stockholders’ ownership interests. If we are unable to secure additional financing in the future, we will not be able to continue as a going concern.
If we do not begin to generate significant revenues from our operations we will need additional capital, which may not be available on reasonable terms or at all. The raising of additional capital will dilute current stockholders’ ownership interests. We may need to raise additional funds through public or private debt or equity financings to meet various objectives including, but not limited to:
| ● | maintaining enough working capital to run our business; | |
| ● | pursuing growth opportunities, including more rapid expansion; | |
| ● | acquiring complementary businesses and technologies; | |
| ● | making capital improvements to improve our infrastructure; | |
| ● | responding to competitive pressures; | |
| ● | complying with regulatory requirements for advertising or taxation; and | |
| ● | maintaining compliance with applicable laws. |
Any additional capital raised through the sale of equity or equity-linked securities may dilute current stockholders’ ownership percentages and could also result in a decrease in the fair market value of our equity securities because our assets would be owned by a larger pool of outstanding equity. The terms of those securities issued by us in future capital transactions may be more favorable to new investors, and may include preferences, superior voting rights and the issuance of warrants or other derivative securities, which may have a further dilutive effect that is different from or in addition to that reflected in the capitalization described in this report.
Further, any additional debt or equity financing that we may need may not be available on terms favorable to us, or at all. If we are unable to obtain required additional capital, we may have to curtail our growth plans or cut back on existing business and we may not be able to continue operating if we do not generate sufficient revenues from operations needed to stay in business.
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We may incur substantial costs in pursuing future capital financing, including investment banking fees, legal fees, accounting fees, securities law compliance fees and other costs. We may also be required to recognize non-cash expenses in connection with certain securities we issue, such as convertible notes and warrants, which may adversely impact our financial condition.
Risks Related to Our Common Stock
Our securities are “Penny Stock” and subject to specific rules governing their sale to investors.
Under SEC Rule 15g-9 we are a “penny stock,” which is defined as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require that a broker or dealer approve a person’s account for transactions in penny stocks; and the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.
To approve a person’s account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience objectives of the person; and make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.
The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form sets forth the basis on which the broker or dealer made the suitability determination; and that the broker or dealer received a signed, written agreement from the investor prior to the transaction.
Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for Company’s shareholders to sell shares of our common stock.
Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.
Because we became public by means of a merger, we may not be able to attract the attention of major brokerage firms.
Additional risks may exist since we became public through a merger with a publicly traded company. Securities analysts of major brokerage firms may not provide coverage of us since there is little incentive to brokerage firms to recommend the purchase of our common stock. No assurance can be given that brokerage firms will want to conduct any secondary offerings on behalf in the future.
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Applicable regulatory requirements, including those contained in and issued under the Sarbanes-Oxley Act of 2002, may make it difficult for us to retain or attract qualified officers and directors, which could adversely affect the management of our business and our ability to obtain or retain listing of our common stock.
As a fully reporting company under Section 13 of the Exchange Act, we may be unable to attract and retain those qualified officers, directors and members of board committees required to provide for effective management because of the rules and regulations that govern publicly held companies, including, but not limited to, certifications by principal executive officers. The enactment of the Sarbanes-Oxley Act has resulted in the issuance of a series of related rules and regulations and the strengthening of existing rules and regulations by the SEC, as well as the adoption of new and more stringent rules by the stock exchanges. The perceived increased personal risk associated with these changes may deter qualified individuals from accepting roles as directors and executive officers.
Further, some of these changes heighten the requirements for board or committee membership, particularly with respect to an individual’s independence from the corporation and level of experience in finance and accounting matters. We may have difficulty attracting and retaining directors with the requisite qualifications. If we are unable to attract and retain qualified officers and directors, the management of our business and its ability to obtain or retain listing of our shares of common stock on any stock exchange (assuming we elect to seek and are successful in obtaining such listing) could be adversely affected.
If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results or detect fraud. Consequently, investors could lose confidence in our financial reporting and this may decrease the trading price of our stock.
We must maintain effective internal controls to provide reliable financial reports and detect fraud. We have been assessing our internal controls to identify areas that need improvement. Failure to identify and thereafter implement required changes to our internal controls or any others that we identify as necessary to maintain an effective system of internal controls, if any, could harm our operating results and cause investors to lose confidence in our reported financial information. Any such loss of confidence would have a negative effect on the trading price of our stock.
The price of our common stock may become volatile, which could lead to losses by investors and costly securities litigation.
The trading price of our common stock is likely to be highly volatile and could fluctuate in response to factors such as:
| ● | actual or anticipated variations in our operating results; | |
| ● | announcements of developments by us or our competitors; | |
| ● | regulatory actions regarding our products; | |
| ● | announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments; | |
| ● | adoption of new accounting standards affecting our industry; |
| ● | additions or departures of key personnel; | |
| ● | introduction of new products by us or our competitors; | |
| ● | sales of our common stock or other securities in the open market; and | |
| ● | other events or factors, many of which are beyond our control. |
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The stock market is subject to significant price and volume fluctuations. In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been initiated against such a company. Litigation initiated against us, whether or not successful, could result in substantial costs and diversion of its management’s attention and resources, which could harm our business and financial condition.
Our bylaws include a forum selection clause, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us, remove current management or to be acquired by a third party.
Our bylaws require that, unless we consent in writing to the selection of an alternative forum, either (i) the Court of Chancery of the State of Delaware is to be the sole and exclusive forum for (a) any derivative action or proceeding brought on our behalf, (b) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders, (c) any action asserting a claim arising pursuant to any provision of the General Corporation Law of the State of Delaware or our bylaws or (d) any action or proceeding asserting a claim governed by the internal affairs doctrine or (ii) the federal district court in the State of Delaware will be the exclusive forum for a cause of action arising under the Securities Act and the Exchange Act. In addition, our bylaws could make it more difficult for a third party to acquire us or to remove current management through provisions that preclude cumulative voting in the election of directors and that allow our bylaws to be adopted, amended or repealed by our board of directors.
This exclusive forum provision will apply to other state and federal law claims including actions arising under the Securities Act (although our stockholders will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder). Section 22 of the Securities Act, however, creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Accordingly, there is uncertainty as to whether a court would enforce such a forum selection provision as written in connection with claims arising under the Securities Act. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock is deemed to have notice of and consented to the foregoing provisions. This forum selection provision in our bylaws may limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us. It is also possible that, notwithstanding the forum selection clause included in our bylaws, a court could rule that such a provision is inapplicable or unenforceable.
We are an “emerging growth company,” and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make our common stock less attractive to investors.
We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, as amended, or the JOBS Act, and we intend to take advantage of some of the exemptions from reporting requirements that are applicable to other public companies that are not emerging growth companies, including:
● being permitted to provide only two years of audited financial statements, in addition to any required unaudited interim financial statements, with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure;
● not being required to comply with the auditor attestation requirements in the assessment of our internal control over financial reporting;
● not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements;
● reduced disclosure obligations regarding executive compensation; and
● not being required to hold a non-binding advisory vote on executive compensation or obtain stockholder approval of any golden parachute payments not previously approved.
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Further, the JOBS Act permits an “emerging growth company” such as us to take advantage of an extended transition time to comply with new or revised accounting standards as applicable to public companies. We are choosing to elect the extended transition period for complying with new or revised accounting standards applicable to public companies. We have elected the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act until the earlier of the date we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.
We cannot predict if investors will find our common stock less attractive because we will rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile. We may take advantage of these reporting exemptions until we are no longer an emerging growth company.
If we do not meet the listing standards of a national securities exchange our investors’ ability to make transactions in our securities will be limited, and we will be subject to additional trading restrictions.
Our securities currently are traded over-the-counter on OTC Pink and are not qualified to be listed on a national securities exchange, such as NASDAQ. Accordingly, we face significant material adverse consequences, including:
● a limited availability of market quotations for our securities;
● reduced liquidity with respect to our securities;
● our shares of common stock are currently classified as “penny stock” which requires brokers trading in our shares of common stock to adhere to more stringent rules, resulting in a reduced level of trading activity in the secondary trading market for our shares of common stock;
● a limited amount of news and analyst coverage for our company; and
● a decreased ability to issue additional securities or obtain additional financing in the future.
The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Since our Common Stock is traded on OTC Pink, our common stock is a covered security. Although the states are preempted from regulating the sale of our securities, the federal statute allows the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. Further, if we were no longer traded over-the-counter, our common stock would not be a covered security and we would be subject to regulation in each state in which we offer our securities.
Because we do not anticipate paying any cash dividends on our capital stock in the foreseeable future, capital appreciation, if any, will be your sole source of gain.
We have never declared or paid cash dividends on our capital stock. We currently intend to retain all of our future earnings, if any, to finance the growth and development of our business. In addition, the terms of any future debt agreements may preclude us from paying dividends. As a result, capital appreciation, if any, of our securities will be your sole source of gain for the foreseeable future.
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Some provisions of our charter documents and Delaware law may have anti-takeover effects that could discourage an acquisition of us by others, even if an acquisition would be beneficial to our stockholders and may prevent attempts by our stockholders to replace or remove our current management.
Provisions in our certificate of incorporation and bylaws, as well as provisions of Delaware law, could make it more difficult for a third party to acquire us or increase the cost of acquiring us, even if doing so would benefit our stockholders, or remove our current management. These include provisions that:
● provide that all vacancies on our Board of Directors, including as a result of newly created directorships, may, except as otherwise required by law, be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum;
● not provide for cumulative voting rights, thereby allowing the holders of a majority of the shares of common stock entitled to vote in any election of directors to elect all of the directors standing for election;
● provide that special meetings of our stockholders may be called by a majority of the Board of Directors; and
● provide that our Board of Directors is expressly authorized to make, alter or repeal the bylaws.
These provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our Board of Directors, who are responsible for appointing the members of our management. Any provision of our articles of incorporation or bylaws or Delaware law that has the effect of delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our common stock and could also affect the price that some investors are willing to pay for our common stock.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 1C. CYBERSECURITY
Governance
Our Chief Financial Officer oversees our cybersecurity risk management program described in “Risk Management and Strategy” below. While the board of directors has overall responsibility for risk oversight, it is supported in this regard by the outside consultants we have hired to help manage our cybersecurity policies and procedures and our internal cybersecurity team. The cybersecurity team and our outside consultants assist the board of directors in monitoring cybersecurity risk by receiving updates from and engaging in discussions as needed with the Chief Financial Officer, that cover, among other things, our cybersecurity risk management program, response readiness and training efforts. The Chief Financial Officer updates the full board of directors on cybersecurity matters as appropriate.
Risk Management and Strategy
Our cybersecurity risk management strategy focuses on several areas:
| ● | Identification and Reporting: We have implemented a cross-functional approach to assessing, identifying and managing material cybersecurity threats and incidents. Our program includes controls and procedures to identify, classify and escalate certain cybersecurity incidents to provide management visibility and obtain direction from management as to the public disclosure and reporting of material incidents in a timely manner. |
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| ● | Technical Safeguards: We implement technical safeguards that are designed to protect our information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, anti-malware functionality, and access controls, which are evaluated and improved through vulnerability assessments and cybersecurity threat intelligence, as well as outside audits and certifications. | |
| ● | Incident Response and Recovery Planning: We are establishing incident response, business continuity, and disaster recovery plans designed to address our response to a cybersecurity incident. |
| ● | Third-Party Risk Management: We maintain a risk-based approach to identifying and overseeing material cybersecurity threats presented by third parties, including vendors, service providers, and other external users of our systems, as well as the systems of third parties that could adversely impact our business in the event of a material cybersecurity incident affecting those third-party systems, including any outside auditors or consultants who advise on our cybersecurity systems. | |
| ● | Periodic Assessments: We conduct periodic assessments and testing of our policies, standards, processes, and practices in a manner intended to address cybersecurity threats and events. The results of such assessments, audits, and reviews are evaluated by management and reported to our board of directors, and we adjust our cybersecurity policies, standards, processes, and practices as necessary based on the information provided by these assessments, audits, and reviews. |
ITEM 2. PROPERTIES
We currently rent an office in San Diego, California at a monthly cost of $500 (“Company Headquarters”). The lease for our Company Headquarters has a month-to-month term. We believe that the Company Headquarters are currently adequate for the purposes of our operations. We do not own any real property.
ITEM 3. LEGAL PROCEEDINGS
On May 19, 2022, we were named as a defendant in a putative shareholder derivative class action lawsuit filed in the United States District Court for the Southern District of California styled Matt Pasquinelli and Bryan Paysen v. HUMBL, LLC, Brian Foote, Jeffrey Hinshaw and George Sharp, Case No. 22CV0723 AJB BLM. The complaint alleges federal securities law violations by the Company, including false or misleading statements regarding our business and operations, that the HUMBL Pay App did not have the functionality that it promised to investors and that several international business partnerships had a low chance of contributing material revenues to our bottom line, and sales of unregistered securities through our BLOCK Exchange Traded Index products, which plaintiffs allege caused a decline in the market value of our shares of common stock. Plaintiffs seek unspecified monetary damages. On July 7, 2023, the United States District Court for the Southern District of California granted our Motion to Transfer Venue and transferred the case to the District Court of Delaware. On October 30, 2023, we filed a Motion to Dismiss the lawsuit with the District Court of Delaware which the parties have fully briefed. On March 27, 2025, the court granted our motion and dismissed the case without prejudice. On April 10, 2025, the plaintiffs filed an amended complaint. On May 15, 2025, we filed a Motion to Dismiss the amended complaint with the District Court of Delaware. On December 19, 2025, a Memorandum Order was issued by the United States District Court for the District of Delaware has dismissed, with prejudice, the Second Amended Class Action Complaint filed against the Company and the current and former officers and directors, fully terminating the claims against all defendants. On January 15, 2026, the plaintiffs filed a notice of appeal with the United States Court of Appeals for the Third Circuit. On March 5, 2026, following discussions with the Company’s counsel that the appeal was premature in light of the case against one of the defendants in the trial court not being resolved, plaintiffs’ counsel notified the Company that the plaintiffs intended to withdraw the appeal, and the Company consented to the withdrawal. Should the plaintiffs refile their appeal, the Company will vigorously oppose it.
On July 14, 2022, we were named as a defendant in a shareholder derivative class action lawsuit filed in the Delaware Chancery Court styled Mike Armstrong, derivatively on behalf of HUMBL, Inc. v. Brian Foote, Jeffrey Hinshaw, George Sharp, Michele Rivera, and William B. Hoagland (Case No. 2022-0620). This case alleges the same claims as the Pasquinelli litigation described above and also seeks unspecified monetary damages. This case is stayed during the pendency of the shareholder lawsuit described above that has been dismissed. It is the expectation that this case will also be dismissed.
ITEM 4. MINE SAFETY DISCLOSURES
None.
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PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Price of Our Common Stock
Our common stock, par value $0.00001 per share, is quoted on OTC Pink under the symbol “RWAX”.
Holders of Record
As of March 31, 2026, there were 395 active stockholders of record of our common stock. The actual number of holders of our common stock is greater than the number of record holders and includes stockholders who are beneficial owners, but whose shares are held in street name by brokers or other nominees. The number of holders of record presented here also does not include stockholders whose shares may be held in trust by other entities.
Dividend Policy
We have never declared or paid cash dividends on our capital stock. We currently intend to retain all available funds and future earnings, if any, to fund the development and expansion of our business, and we do not anticipate paying any cash dividends in the foreseeable future. Any future determination regarding the declaration and payment of dividends, if any, will be at the discretion of our board of directors and will depend on then-existing conditions, including our financial condition, operating results, contractual restrictions, capital requirements, business prospects, and other factors our board of directors may deem relevant.
Securities Authorized for Issuance under Equity Compensation Plans
We have 20,000,000 shares authorized for issuance under our employee stock option plan.
Recent Sales of Unregistered Equity Securities
On February 11, 2026 we sold 110,000,000 shares of common stock to an investor for $10,000.
Issuer Purchases of Equity Securities
None.
ITEM 6. [RESERVED]
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the consolidated financial statements and the related notes contained herein. In addition to historical information, the following discussion contains forward-looking statements based upon current expectations that are subject to risks and uncertainties. Actual results may differ substantially from those referred to herein due to a number of factors, including, but not limited to, risks described in the section entitled “Risk Factors”.
General
Our executive offices are located at 101 W. Broadway, Suite 1450, San Diego, California 92101, telephone (786) 738-9012. Our corporate website address is www.taprealestate.com.
Overview
The Company announced on December 31, 2025 that it has initiated a strategic corporate rebrand to TAP Real Estate Technologies, Inc. (“TAP Real Estate”), reflecting the Company’s sharpened focus on real estate asset acquisition, ownership, and blockchain-enabled real estate tokenization. In connection with the rebrand, the Company will also be submitting an application to change its ticker symbol, subject to regulatory approval.
TAP Real Estate Is focused on the acquisition, management, and tokenization of real estate. The Company seeks to combine established real estate fundamentals with emerging digital and blockchain tokenization technologies in order to enhance transparency, operational efficiency, and investor access in the real estate industry.
The rebrand marks a formal repositioning of the Company toward the next generation of real estate capital formation, where traditional property ownership models converge with digital wallets, blockchain registries, smart contracts, and tokenized investment infrastructure.
Initial Capital Raise and Strategic Focus on Blockchain-Enabled Real Estate
As part of this transition, TAP Real Estate has secured $500,000 in initial investment capital to establish operations and support early-stage execution. The Company is actively evaluating a pipeline of residential, commercial, and hospitality real estate opportunities for potential fractional or full contribution to its balance sheet, alongside select tokenization opportunities to be offered through the TAP Invest platform.
Property evaluations are being conducted with a disciplined focus on asset quality, cash-flow durability, jurisdictional suitability, and long-term value creation. Particular emphasis is being placed on identifying properties that are well-positioned to support blockchain-tokenized capital inflows, interest-bearing yield structures, and digital ownership frameworks anticipated under emerging U.S. regulatory guidance expected in 2026.
A Public Company Model for the Next Era of U.S. Real Estate
In support of this strategy, TAP Real Estate has entered into a licensing agreement with TAP, a private technology company headquartered in Salt Lake City, Utah, granting TAP Real Estate the right to utilize the proprietary TAP Platform technologies specifically for real estate use cases.
This agreement establishes a public company model designed to combine the benefits of a publicly held company (TAP Real Estate) with a patented, vertically integrated blockchain technology and intellectual property platform held as a private company (TAP).
Under this structure, TAP Real Estate will hold and manage select real estate assets, while leveraging licensed digital infrastructure to tokenize ownership interests, manage investor participation, and support compliant issuance and lifecycle administration.
The objective is to create a repeatable, compliant model for how real estate can be acquired, structured, tokenized, and administered within U.S. capital markets, serving as a blueprint for the broader industry.
TAP Technology Platform: A Patented Rail System for Real Estate Transactions
The TAP Platform products that will be licensed by TAP Real Estate, specifically for tokenized real estate listings, includes:
TAP AI Analyzer - In addition to its core features of investment portfolio insights and tailoring, the analyzer is being developed to define real estate listings metrics and quality of properties for inclusion in the portfolio.
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TAURUS AI-Agent - Serves as an agentic customer service agent, and, in the future, an automated payments agent across the lifecycle of real estate transactions.
TAP Wallet - Serves as an investor’s access and identity layer for tokenized real estate, helping abstract blockchain complexity while supporting security and compliance controls. The wallet is intended to hold tokenized interests, receive income distributions, and support permitted voting or corporate actions, while enabling onboarding and investor eligibility gating through KYC, accreditation verification (as applicable), and jurisdiction-based rules.
TAP Token Engine - Provides an issuance and lifecycle layer that converts approved real estate holding structures (such as SPVs) into tokenized interests with defined parameters. This includes supply configuration, ownership caps, transfer restrictions, and jurisdictional limitations where required. The Token Engine is intended to support the ongoing lifecycle of tokenized interests, including primary issuance, permitted secondary transfers, redemptions or buybacks, and select corporate actions.
TAP Smart Contracts - Encodes and enforces key rules of a tokenized real estate offering at the transaction level, including who can hold tokens and under what conditions transfers are permitted. The smart contract layer is intended to automate functions such as distributions, governance/voting, and other real estate specific mechanics, reducing reliance on manual processing and improving auditability.
TAP Invest - An investment platform with integrations across stocks, Mutual Funds, ETFs, digital assets, precious metals and real world assets with integrations across major brokerages, digital asset exchanges and broker-dealers such as Public, E*TRADE, Fidelity, Coinbase, Gemini, Kraken, Binance and more.
TAP Registry - Serves as the asset “source of truth” for the platform, operating as a private, semi-private, and public registry environment for real-world assets. The registry is intended to maintain the canonical record of each underlying real estate holding and its lifecycle events such as structuring, approvals, liens, transfers, redemptions, anchoring those records to a combination of public blockchains and permissioned infrastructure. For each asset, TAP Registry is designed to store structured metadata, document references such as deeds, appraisals, inspections, insurance, and compliance attestations in a tamper-evident format, while separating public verification data from confidential owner, counterparty, and transaction details. This registry layer is intended to power authentication, registry, and transfer of tokenized interests across the TAP platform, and to provide an auditable history that can be consumed by the TAP Wallet, TAP Token Engine, TAP Smart Contracts, and downstream real estate ecosystem partners such as title, mortgage, brokerage, and marketplace platforms, for integrations.
TAPs - TAP Real Estate and TAP will also collaborate on the structure and issuance of Tokenized Asset Portfolios (TAPs), being designed as a next-generation evolution beyond legacy real estate investment trusts (REITs). These portfolios are intended to modernize real estate capital formation, ownership, and liquidity through blockchain-enabled infrastructure, and can be developed in coordination with ecosystem partners across real estate, title, mortgage, and adjacent transactional industries.
At a high level, the TAP platform will operate through a streamlined, end-to-end lifecycle designed to ensure regulatory compliance, operational integrity, and investor transparency. Each real estate asset will first be approved and structured through a formal legal and compliance review. Once approved, the issuance is configured within the Token Engine, including token supply, investor permissions, and economic parameters. Purpose-built smart contracts are then deployed to enforce transaction logic and compliance at the protocol level. Investors are onboarded through the Invest Platform, where identity verification and eligibility checks are completed prior to participation. Following onboarding, the primary issuance is executed and tokens are delivered directly to investor wallets. After issuance, the platform supports ongoing administration, including distributions, governance actions, and permitted transfers, providing a fully managed and auditable post-issuance environment.
TAP Real Estate plans to drive revenues through a blend of management fees, listing fees and success fees on tokenized listings of real estate listings; as well as adding to the balance-sheet value any properties that are attributed to the TAP Real Estate portfolio after vetting by the TAP Real Estate team.
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Patented Intellectual Property and Regulatory Alignment
The TAP intellectual property portfolio includes U.S. Patent 12,118,613, “System and Method for Transferring Currency Using Blockchain” (Foote et al., valid through 2041). The patent contemplates the transfer of stablecoins, digital assets, and tokenized currencies between digital wallets and computer systems, with direct applicability across escrow, payment, and settlement workflows in real estate, title, and mortgage transactions. Additional patents are pending in areas related to blockchain tokenization of assets, multi-asset tokenized baskets, and real-world assets.
Results of Continuing Operations for the Years Ended December 31, 2025 and 2024
The following table sets forth the summary operations for the years ended December 31, 2025 and 2024:
| For the Years Ended | ||||||||
| December 31, 2025 | December 31, 2024 | |||||||
| Revenues | $ | - | $ | - | ||||
| Cost of Revenues | $ | - | $ | - | ||||
| Gross Profit | $ | - | $ | - | ||||
| Professional Fees | $ | 1,346,657 | $ | 1,051,539 | ||||
| Settlement | $ | 2,131,171 | $ | 2,976,380 | ||||
| General and Administrative Expenses | $ | 4,144,029 | $ | 4,274,422 | ||||
| Interest Expense | $ | (1,321,862 | ) | $ | (529,100 | ) | ||
| Gain on sale of HUMBL financial assets | $ | - | $ | 2,800,000 | ||||
| Amortization of Debt Discounts | $ | (744,160 | ) | $ | (340,971 | ) | ||
| Loss on investee | $ | (846,140 | ) | $ | - | |||
| Change in fair value of derivative liabilities | $ | 122,474 | $ | 15,273 | ||||
| Derivative expense | $ | (1,115,146 | ) | $ | (79,025 | ) | ||
| Loss on disposal of minerals | $ | (20,000,000 | ) | $ | - | |||
| Loss on extinguishment of debt | $ | (31,298 | ) | $ | - | |||
| Loss on conversion of convertible notes payable and exchange of warrants | $ | (1,215,092 | ) | $ | (4,988,245 | ) | ||
| Provision for Income Taxes | $ | - | $ | - | ||||
| Net Loss from Continuing Operations | $ | (32,773,081 | ) | $ | (11,424,409 | ) | ||
Revenues and Cost of Revenues and Gross Profit
Revenues, cost of revenues and gross profit for the years ended December 31, 2025 and 2024 are related to our operations that are reflected in discontinued operations. The Company was focused on the business of FinCapital which consisted of one singular asset which were minerals located in Brazil until the fourth quarter of 2025 when they focused on the rebranding of the Company to TAP Real Estate. There are no revenues, cost of revenues or gross profit for either of the two years 2025 and 2024 in continuing operations.
Operating Expenses
Operating expenses for the year ended December 31, 2025 were $7,621,857 as compared to $8,302,341 for the year ended December 31, 2024, a decrease of $680,484. Operating expenses consists of professional fees, settlement expenses and general and administrative expenses as fully described below. We expect our professional fees to decrease in our next 12 months as we look to scale back on outside contract labor due to the change in our business operations. Our non-cash charges have already declined over the past year as our stock-based compensation is reduced.
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Professional Fees
Professional fees which consist of contracted individuals and companies, legal, audit and accounting costs for the year ended December 31, 2025 were $1,346,657 compared to $1,051,539 for the year ended December 31, 2024. The increase in professional fees is related to the professional fees incurred in regulatory filings including OTC compliance and reporting as well as increases in consultant costs in 2024 versus 2025. We expect that these costs will decrease during 2026.
Settlement
The Company incurred $2,131,171 in settlement expenses for the year ended December 31, 2025 and $2,976,380 in settlement expenses for the year ended December 31, 2024 related to agreements with individuals for liabilities incurred.
General and Administrative
General and administrative expenses for the year ended December 31, 2025 were $4,144,029 compared with $4,274,422 for the year ended December 31, 2024. The decrease in general and administrative expenses was $130,393. Much of the decrease in general and administrative expenses relates to decreases in stock-based compensation as well as payroll and payroll-related expenses due to less personnel employed, and decreases in travel costs, computer software, meals and entertainment, bank charges due to reductions in operations as we transitioned into TAP Real Estate.
Other Income (Expense)
In the year ended December 31, 2025 we incurred $25,151,224 in other expenses, compared to $3,122,068 in other expenses in the year ended December 31, 2024, an increase of $22,029,156 in other expenses. The other expenses relate to amortization of discounts, interest expense and losses on the conversion of convertible notes, changes in fair value of derivative liabilities, derivative expense, and a loss on investee and on the investment in TAP HoldCo and the loss on disposal of minerals and extinguishment of debt. In 2024, we incurred other income from the gain on the sale of HUMBL financial assets in the amount of $2,800,000 and changes in the fair value of derivative liabilities offset by losses attributable to conversions of debt and derivative expenses.
Net Loss from Continuing Operations
Net loss from operations from continuing operations for the year ended December 31, 2025 was ($32,773,081) as compared to a net loss of ($11,424,409) for the year ended December 31, 2024. The $21,348,672 increase in the net loss was due to the changes noted herein.
Liquidity and Capital Resources
Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. Significant factors in the management of liquidity are funds generated by operations, levels of accounts receivable and accounts payable and capital expenditures.
During the past two years, we devoted a substantial amount of capital to build out our platform and as a result our working capital deficit and accumulated deficit have increased significantly. In addition, we have incurred significant debt from both unrelated and related parties to assist in supporting our operations.
As discussed above in Note 1, the Company has recently begun a rebranding to TAP Real Estate in efforts to build sustaining operations and drive cash flow.
As of December 31, 2025, we had $126,066 in cash. During the last two years we built our platform and grew our operations by acquiring companies to support what we consolidated into HUMBL.com, prior to the sale to TAP. The acquisitions of Tickeri and Monster, which have since been disposed of, increased our debt and our common shares issued as we spent very little cash in these acquisitions.
We had a working capital deficit of $2,870,414 and $23,693,753 as of December 31, 2025 and 2024, respectively. The majority of our current liabilities are in the form of notes payable, and accounts payable and accrued expenses. It is expected that a portion of these liabilities will require cash to settle them. The increase in working capital is the direct result of the settlement of $20 million worth of common stock that were to be issued to Ybyrá that have been reflected in additional paid in capital due to the related party nature of the settlement, and our investment in TAP Holdco as well as reductions of notes payable, accrued interest and accrued expenses as well as the receipt of the remaining balance owed by TAP received in the year ended December 31, 2025. A significant portion of the investment in TAP Holdco received in February 2025 was exchanged for Series C Preferred shares in August 2025. The Company’s assets as of December 2, 2024 were sold to TAP Inc. and the Company commenced a new business with the purchase of the magnesium silicate which was returned to Ybyrá pursuant to the Settlement Agreement dated September 9, 2025. The Company anticipates entering into profitable businesses upon the sale of the magnesium silicate. As a result of the operating losses and working capital deficit, management has determined that there is substantial doubt about the Company’s ability to continue as a going concern.
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Net cash used in operating activities was $1,656,535 and $3,183,582 for the years ended December 31, 2025 and 2024, respectively. The $1,527,047 decrease in net cash used in operating activities was primarily a result of the change in the net loss and the non-cash charges impacting our net loss from 2024 to 2025, such as the gain on sale of HUMBL Financial assets, gain on sale of HUMBL.com and related assets, losses on the conversion of convertible notes, extinguishment of debt and stock-based compensation.
We had no activities from investing activities in the years ended December 31, 2025 and 2024 other than the balance of the proceeds received from TAP for the sale of HUMBL.com in the amount of $2,000,000 in 2025 and $500,000 in 2024.
Cash (used in) provided by financing activities was $(237,886) and $2,109,705 for the years ended December 31, 2025 and 2024, respectively. In 2024, the Company raised $2,279,500 from the proceeds from related party, non-related party and convertible notes payable, $356,000 from proceeds for the sale of warrants, as well as repayments of related party and convertible notes payable of $525,795. In 2025, we raised $904,825 from proceeds of convertible notes payable and $12,000 from related party notes payable. In addition, in 2025, we repaid $404,711 in related party notes and $750,000 in notes payable.
The consolidated financial statements of the Company have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable period. The consolidated financial statements of the Company do not include any adjustments that may result from the outcome of the uncertainties.
Off-Balance Sheet Arrangements
As December 31, 2025 and 2024, we had no off-balance sheet arrangements.
Critical Accounting Policies
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. 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 reported amounts of revenues and expenses during the reporting period. These estimates include, but are not limited to, management’s estimate of provisions required for permanent and temporary differences related to income taxes, liabilities to accrue, estimates of the fair value and determination of the fair value of stock awards. Actual results could differ from those estimates.
Fair Value of Financial Instruments
ASC 825 Financial Instruments requires the Company to disclose estimated fair values for its financial instruments. Fair value estimates, methods, and assumptions are set forth below for the Company’s financial instruments: The carrying amount of cash, accounts receivable, prepaid and other current assets, accounts payable and accrued liabilities, and amounts payable to related parties, approximate fair value because of the short-term maturity of those instruments.
Fair Value Measurements
ASC 820 Fair Value Measurements defines fair value, establishes a framework for measuring fair value in accordance with GAAP, and expands disclosure about fair value measurements. ASC 820 classifies these inputs into the following hierarchy:
Level 1 inputs: Quoted prices for identical instruments in active markets.
Level 2 inputs: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.
Level 3 inputs: Instruments with primarily unobservable value drivers.
Level 3 inputs are unobservable inputs for the asset or liability and are used when observable market data is not available. The Company’s Level 3 investments primarily consist of [private equity investments, illiquid debt instruments, complex derivatives, or other investments for which little or no market activity exists].
The fair value of Level 3 investments is estimated using valuation techniques that incorporate significant unobservable inputs and reflect the Company’s assumptions about the assumptions that market participants would use in pricing the asset or liability. The Company applies a combination of valuation approaches, including the market approach, income approach, and, when applicable, the cost approach, depending on the nature of the investment and the availability of relevant information.
Under the market approach, fair value is estimated based on observable transactions for similar instruments, including recent third-party transactions in the same or comparable investments, or by applying valuation multiples derived from comparable public companies or precedent transactions. Significant inputs may include EBITDA or revenue multiples, liquidity discounts, control premiums, and adjustments for differences in growth prospects, profitability, and risk characteristics.
Under the income approach, the Company utilizes discounted cash flow models or other present value techniques to estimate fair value. These models incorporate significant assumptions, including projected revenues and expenses, expected cash flows, discount rates, terminal growth rates, and timing of exit. Discount rates are generally developed using a weighted-average cost of capital that reflects current market conditions and the risks inherent in the investment.
For certain investments, particularly illiquid debt instruments, valuation techniques may incorporate expected recovery values, probability-weighted scenarios, default assumptions, and credit spreads. For complex or structured instruments, option pricing models or simulation techniques may also be used.
The determination of fair value for Level 3 investments requires significant management judgment. The Company calibrates its valuation techniques to transaction prices, when available, and periodically evaluates and updates key assumptions to reflect current market conditions and specific investment performance. Changes in valuation techniques or significant increases or decreases in unobservable inputs may result in materially different fair value measurements.
The Company may utilize information from independent third-party valuation specialists to assist in determining fair value. The Company evaluates the methodologies, significant assumptions, and outputs of such specialists, and performs procedures to assess the reasonableness of the valuations, including back-testing against realized transactions, comparison to relevant market data, and sensitivity analyses over significant unobservable inputs.
Given the inherent uncertainty associated with the use of unobservable inputs, the estimated fair values of Level 3 investments may differ materially from the values that would have been used had an active market existed for such investments.
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Non-Equity Method Equity Securities
The Company holds investments in equity securities that are accounted for in accordance with ASC 321. These investments consist of equity interests in privately held and publicly traded entities over which the Company does not have a controlling financial interest or significant influence.
Equity securities with readily determinable fair values are measured at fair value at each reporting date, with unrealized gains and losses recognized in earnings.
For equity securities without readily determinable fair values, the Company has elected the measurement alternative in accordance with ASC 321-10-35. Under this alternative, investments are carried at cost, adjusted for observable price changes in orderly transactions for identical or similar investments of the same issuer, less impairment, if any.
The Company performs a qualitative assessment for impairment at each reporting period. If an investment is determined to be impaired, the Company writes down the investment to its fair value and recognizes the resulting loss in earnings. Impairment losses are not reversed in subsequent periods.
Dividend income is recognized in earnings when declared, to the extent such amounts are not considered a return of investment.
Equity Method Investments
The Company accounts for investments in entities over which it has significant influence, but not control or joint control, using the equity method of accounting under ASC 323. Significant influence is generally presumed to exist when the Company holds 20% or more of the voting power of the investee, unless it can be clearly demonstrated that such influence does not exist.
Under the equity method, the investment is initially recognized at cost, and the carrying amount is subsequently adjusted to recognize the Company’s share of the investee’s net income or loss, which is recognized in the consolidated statement of operations. The carrying amount of the investment is also adjusted for the Company’s share of other comprehensive income or loss of the investee and is reduced by any dividends received from the investee.
If the Company’s share of losses in the equity method investee exceeds the interest in the investee, the carrying amount of the investment is reduced to zero, and recognition of further losses is discontinued unless the Company has incurred obligations or made payments on behalf of the investee.
The Company assesses its equity method investments for indicators of impairment at each reporting period. If impairment indicators exist and the fair value of the investment has declined below its carrying value and is deemed to be other than temporary, an impairment loss is recognized in the consolidated statements of operations.
The Company eliminates unrealized gains and losses on transactions with equity method investees to the extent of the interest in the investee.
When such investments fall below the threshold of 20%, as is the case with TAP HoldCo, they no longer will include the share of gains and losses of the investee and the Company will assess the value of that investment to determine whether the investment has been impaired as there is no such readily determinable market value for those investments.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not required for smaller reporting companies.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2025
Table of Contents
| Report of Independent Registered Public Accounting Firm (PCAOB ID: #05525) (Fruci & Associates II, PLLC) | 26 |
| Consolidated Balance Sheets | 27 |
| Consolidated Statements of Operations | 28 |
| Consolidated Statements of Changes in Stockholders’ Deficit | 29 |
| Consolidated Statements of Cash Flows | 30 |
| Notes to Consolidated Financial Statements | 31 |
| 26 |
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of TAP Real Estate Technologies, Inc. (formerly HUMBL, Inc.)
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of TAP Real Estate Technologies, Inc. (“the Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations, changes in stockholders’ deficit, and cash flows for each of the years in the two-year period ended December 31, 2025, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has a working capital deficit, accumulated deficit, and a history of operating losses. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
TAP HoldCo Investment (Note 4 to the Financial Statements)
Description of the Critical Audit Matter
As discussed in Note 4, the Company holds an investment in TAP, Inc. through its ownership of units in TAP HoldCo, which was acquired through a combination of asset sales and equity exchanges. During the year, there were a series of complex transactions impacting the investment balance, including the exchange of Series C Preferred Stock for HoldCo units. Additionally, the Company determined the HoldCo investment to not have a readily determinable fair value, requiring management, in addition to performing an analysis of potential impairment, to identify transactions of HoldCo units that may suggest a change in the valuation of the investment. This analysis requires significant assumptions and estimates, that are subject to potential bias, and requires significant auditor effort and judgement to obtain and evaluate sufficient audit evidence.
How the Critical Audit Matter was Addressed in the Audit
Our principal audit procedures to address this matter included the following:
| 1. | We evaluated and tested management’s determination of the fair value of the HoldCo units acquired and recalculated the loss recognized in the transaction. | |
| 2. | We evaluated and tested settlement and exchange transactions in which HoldCo units were included as consideration. | |
| 3. | We obtained and evaluated both management’s qualitative analysis of potential impairment indicators, and the results of its procedures to search for and identify orderly transactions of HoldCo units. |
Fruci & Associates II, PLLC – PCAOB ID #05525
We have served as the Company’s auditor since 2024.
Spokane, Washington
March 31, 2026
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TAP REAL ESTATE TECHNOLOGIES, INC.
(FORMERLY HUMBL, INC.)
CONSOLIDATED BALANCE SHEETS (IN US$)
DECEMBER 31, 2025 AND 2024
| DECEMBER 31, 2025 | DECEMBER 31, 2024 | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash | $ | 126,066 | $ | 20,487 | ||||
| Investment - TAP Inc. HoldCo | 1,229,510 | |||||||
| Current assets of discontinued operations | 2,971,906 | |||||||
| Total Current Assets | 1,355,576 | 2,992,393 | ||||||
| Non-Current Assets: | ||||||||
| Minerals | 20,000,000 | |||||||
| Non-current assets of discontinued operations | 230,510 | |||||||
| Total Non-Current Assets | 20,230,510 | |||||||
| TOTAL ASSETS | $ | 1,355,576 | $ | 23,222,903 | ||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| LIABILITIES | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | 1,039,125 | $ | 2,671,043 | ||||
| Accounts payable - related party | 130,966 | |||||||
| Derivative liabilities | 1,400,996 | 338,986 | ||||||
| Liability for stock to be issued - acquisition of FinCapital | 20,000,000 | |||||||
| Advances on purchase of assets by TAP Inc. | 1,037,500 | |||||||
| Current portion of notes payable | 750,000 | |||||||
| Current portion of notes payable - related parties | 385,500 | |||||||
| Convertible notes payable - related parties, net of discount | 221,830 | 421,830 | ||||||
| Current portion of convertible notes payable, net of discount | 1,433,073 | 1,080,673 | ||||||
| Current liabilities of discontinued operations | 614 | |||||||
| Total Current Liabilities | 4,225,990 | 26,686,146 | ||||||
| Total Liabilities | 4,225,990 | 26,686,146 | ||||||
| Commitments and contingency | ||||||||
| STOCKHOLDERS’ DEFICIT | ||||||||
| Preferred stock, shares Series A Preferred stock authorized, Series B Preferred stock authorized, Series C Preferred stock authorized and Series D Preferred stock authorized | ||||||||
| Series A Preferred, par value $, and shares issued and outstanding, respectively | 70 | 70 | ||||||
| Series B Preferred, par value $, and shares issued and outstanding, respectively | 3 | 3 | ||||||
| Series C Preferred, par value $, and shares issued and outstanding, respectively | ||||||||
| Series D Preferred, par value $, and shares issued and outstanding, respectively | 1 | 1 | ||||||
| Common stock, par value, $, shares authorized, and issued and outstanding, respectively | 536,188 | 327,488 | ||||||
| Additional paid in capital | 131,203,533 | 114,185,329 | ||||||
| Stock to be issued | 200,000 | |||||||
| Accumulated deficit | (134,810,209 | ) | (117,976,134 | ) | ||||
| Total Stockholders’ Deficit | (2,870,414 | ) | (3,463,243 | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | 1,355,576 | $ | 23,222,903 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
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TAP REAL ESTATE TECHNOLOGIES, INC.
(FORMERLY HUMBL, INC.)
CONSOLIDATED STATEMENTS OF OPERATIONS (IN US$)
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
| YEARS ENDED | ||||||||
| DECEMBER 31, 2025 | DECEMBER 31,2024 | |||||||
| CONTINUING OPERATIONS: | ||||||||
| REVENUES | $ | $ | ||||||
| COST OF REVENUES | ||||||||
| GROSS (LOSS) PROFIT | ||||||||
| OPERATING EXPENSES | ||||||||
| Professional fees | 1,346,657 | 1,051,539 | ||||||
| Settlement | 2,131,171 | 2,976,380 | ||||||
| General and administrative expenses | 4,144,029 | 4,274,422 | ||||||
| Total Operating Expenses | 7,621,857 | 8,302,341 | ||||||
| OPERATING LOSS | (7,621,857 | ) | (8,302,341 | ) | ||||
| NON-OPERATING INCOME (EXPENSE) | ||||||||
| Interest expense | (1,321,862 | ) | (529,100 | ) | ||||
| Gain on sale of HUMBL Financial assets | 2,800,000 | |||||||
| Amortization of debt discounts | (744,160 | ) | (340,971 | ) | ||||
| Loss on investee | (846,140 | ) | ||||||
| Change in fair value of derivative liability | 122,474 | 15,273 | ||||||
| Derivative expense | (1,115,146 | ) | (79,025 | ) | ||||
| Loss on disposal of minerals | (20,000,000 | ) | ||||||
| Loss on extinguishment of debt | (31,298 | ) | ||||||
| Loss on conversion of convertible notes payable | (1,215,092 | ) | (4,988,245 | ) | ||||
| Total Non-Operating Income (Expenses) | (25,151,224 | ) | (3,122,068 | ) | ||||
| NET LOSS FROM CONTINUING OPERATIONS BEFORE DISCONTINUED OPERATIONS AND PROVISION FOR INCOME TAXES | (32,773,081 | ) | (11,424,409 | ) | ||||
| DISCONTINUED OPERATIONS: | ||||||||
| Loss from discontinued operations | (36,344 | ) | (2,995,707 | ) | ||||
| Gain (loss) on disposal of discontinued operations | 16,835,929 | (26,276 | ) | |||||
| Total discontinued operations | 16,799,585 | (3,021,983 | ) | |||||
| NET LOSS FROM OPERATIONS BEFORE PROVISION FOR INCOME TAXES | (15,973,496 | ) | (14,446,392 | ) | ||||
| Provision for income taxes | ||||||||
| NET LOSS | (15,973,496 | ) | (14,446,392 | ) | ||||
| Less: Deemed Dividend | (860,579 | ) | ||||||
| NET LOSS AVAILABLE TO COMMON SHAREHOLDERS | $ | (16,834,075 | ) | $ | (14,446,392 | ) | ||
| Net loss per share - basic and diluted to available common shareholders | ||||||||
| Continuing operations | $ | ) | $ | ) | ||||
| Discontinued operations | ) | |||||||
| Net loss per share - basic and diluted to available common shareholders | $ | ) | $ | ) | ||||
| Weighted average common shares outstanding - basic and diluted | ||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| 29 |
TAP REAL ESTATE TECHNOLOGIES, INC.
(FORMERLY HUMBL, INC.)
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT (IN US$)
YEARS ENDED DECEMBER 31, 2025 AND 2024
| Series A Preferred | Series B Preferred | Series C Preferred | Series D Preferred | Common Stock | Additional Paid-In | Stock to be | Accumulated Other Comprehensive | Accumulated | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Capital | Issued | Income (Loss) | Deficit | Total | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance - January 1, 2024 | 7,000,000 | $ | 70 | 379,875 | $ | 4 | 12,280 | $ | $ | 11,263,429,223 | $ | 112,634 | $ | 99,413,439 | $ | $ | (122,144 | ) | $ | (103,529,742 | ) | $ | (4,125,739 | ) | ||||||||||||||||||||||||||||||||||||
| Stock issued for: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Services | - | - | 70 | 100,000 | 1 | 215,000,000 | 2,150 | 420,349 | 422,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Settlements | - | - | - | - | 3,456,901,195 | 34,569 | 811,811 | 846,380 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of convertible notes | - | - | - | - | 16,565,722,102 | 165,657 | 8,346,311 | 8,511,968 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of Series B Preferred to common shares | - | (30,784 | ) | (1 | ) | - | - | 307,840,000 | 3,078 | (3,077 | ) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Shares issued in warrant exchange | - | - | - | - | 939,950,000 | 9,400 | 627,260 | 636,660 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Related party forgiveness of debt | - | - | - | - | - | 12,500 | 12,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warrant purchases | - | - | - | - | - | 111,000 | 111,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation - warrants | - | - | - | - | - | 3,853,479 | 3,853,479 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation - options | - | - | - | - | - | 26,442 | 26,442 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Amortization of contingent consideration - restricted stock units | - | - | - | - | - | 565,815 | 565,815 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Change in comprehensive income | - | - | - | - | - | 122,144 | 122,144 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss for the year | - | - | - | - | - | (14,446,392 | ) | (14,446,392 | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance - December 31, 2024 | 7,000,000 | $ | 70 | 349,091 | $ | 3 | 12,350 | $ | 100,000 | $ | 1 | 32,748,842,520 | $ | 327,488 | $ | 114,185,329 | $ | $ | $ | (117,976,134 | ) | $ | (3,463,243 | ) | ||||||||||||||||||||||||||||||||||||
| Balance - January 1, 2025 | 7,000,000 | $ | 70 | 349,091 | $ | 3 | 12,350 | $ | 100,000 | $ | 1 | 32,748,842,520 | $ | 327,488 | $ | 114,185,329 | $ | $ | $ | (117,976,134 | ) | $ | (3,463,243 | ) | ||||||||||||||||||||||||||||||||||||
| Stock issued for: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accrued expenses | - | - | - | - | 1,150,000,000 | 11,500 | 1,368,500 | 1,380,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of Series B Preferred to common shares | - | (13,646 | ) | - | - | 136,460,000 | 1,365 | (1,365 | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Exchange of warrants, reflected as a deemed dividend | - | - | 30 | - | 634,431,833 | 6,345 | 193,734 | 200,079 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of convertible notes | - | - | - | - | 10,414,048,590 | 104,140 | 3,144,067 | 3,248,207 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of convertible notes for stock to be issued (issued in January 2026) | - | - | - | - | - | 200,000 | 200,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of Series C Preferred to common shares, reflected as a deemed dividend | - | - | (1,175 | ) | - | 6,185,000,000 | 61,850 | 598,650 | 660,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of TAP Inc. HoldCo units for Series C Preferred | - | - | (8,904 | ) | - | - | (13,303,179 | ) | (13,303,179 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Settlement | - | - | - | - | 2,350,000,000 | 23,500 | 426,500 | 450,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Debt discount on convertible notes | - | - | - | - | - | 539,817 | 539,817 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation - warrants | - | - | - | - | - | 3,826,480 | 3,826,480 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation - options | - | - | - | - | - | 225,000 | 225,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Related party gain on Thiago Moura settlement | - | - | - | - | - | 20,000,000 | 20,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Deemed dividend | - | - | - | - | - | (860,579 | ) | (860,579 | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss for the year | - | - | - | - | - | (15,973,496 | ) | (15,973,496 | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance - December 31, 2025 | 7,000,000 | $ | 70 | 335,445 | $ | 3 | 2,301 | $ | 100,000 | $ | 1 | 53,618,782,943 | $ | 536,188 | $ | 131,203,533 | $ | 200,000 | $ | $ | (134,810,209 | ) | $ | (2,870,414 | ) | |||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
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TAP REAL ESTATE TECHNOLOGIES, INC.
(FORMERLY HUMBL, INC.)
CONSOLIDATED STATEMENTS OF CASH FLOWS (IN US$)
YEARS ENDED DECEMBER 31, 2025 AND 2024
The accompanying notes are an integral part of these consolidated financial statements.
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TAP REAL ESTATE TECHNOLOGIES, INC.
(FORMERLY HUMBL, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (IN US$)
DECEMBER 31, 2025 AND 2024
NOTE 1: NATURE OF OPERATIONS
TAP Real Estate Technologies, Inc. (formerly HUMBL, Inc.) (the “Company” or “HUMBL” or “TAP Real Estate”) announced on December 31, 2025 that it has initiated a strategic corporate rebrand to TAP Real Estate Technologies, Inc. (“TAP Real Estate”), reflecting the Company’s sharpened focus on real estate asset acquisition, ownership, and blockchain-enabled real estate tokenization. In connection with this rebrand, the Company received regulatory approval for the formal name change and ticker symbol change on March 4, 2026.
TAP Real Estate is focused on the acquisition, management, and tokenization of real estate. The Company seeks to combine established real estate fundamentals with emerging digital and blockchain tokenization technologies in order to enhance transparency, operational efficiency, and investor access in the real estate industry.
The rebrand marks a formal repositioning of the Company toward the next generation of real estate capital formation, where traditional property ownership models converge with digital wallets, blockchain registries, smart contracts, and tokenized investment infrastructure.
Initial Capital Raise and Strategic Focus on Blockchain-Enabled Real Estate
As part of this transition, TAP Real Estate has secured $500,000 in initial investment capital to establish operations and support early-stage execution (See Notes 9 and 17). The Company is actively evaluating a pipeline of residential, commercial, and hospitality real estate opportunities for potential fractional or full contribution to its balance sheet, alongside select tokenization opportunities to be offered through the TAP Invest platform.
Property evaluations are being conducted with a disciplined focus on asset quality, cash-flow durability, jurisdictional suitability, and long-term value creation. Particular emphasis is being placed on identifying properties that are well-positioned to support blockchain-tokenized capital inflows, interest-bearing yield structures, and digital ownership frameworks anticipated under emerging U.S. regulatory guidance expected in 2026.
A Public Company Model for the Next Era of U.S. Real Estate
In support of this strategy, TAP Real Estate has entered into a licensing agreement with TAP, a private technology company headquartered in Salt Lake City, Utah, granting TAP Real Estate the right to utilize the proprietary TAP Platform technologies specifically for real estate use cases.
This agreement establishes a public company model designed to combine the benefits of a publicly held company (TAP Real Estate) with a patented, vertically integrated blockchain technology and intellectual property platform held as a private company (TAP).
Under this structure, TAP Real Estate will hold and manage select real estate assets, while leveraging licensed digital infrastructure to tokenize ownership interests, manage investor participation, and support compliant issuance and lifecycle administration.
The objective is to create a repeatable, compliant model for how real estate can be acquired, structured, tokenized, and administered within U.S. capital markets, serving as a blueprint for the broader industry.
Going Concern
Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. Significant factors in the management of liquidity are funds generated by operations, levels of accounts receivable and accounts payable and capital expenditures.
During the past two years, we devoted a substantial amount of capital to build out our platform and as a result our working capital deficit and accumulated deficit have increased significantly. In addition, we have incurred significant debt from both unrelated and related parties to assist in supporting our operations.
As discussed above in Note 1, the Company has recently begun a rebranding to TAP Real Estate in efforts to build sustaining operations and drive cash flow.
As of December 31, 2025, we had $126,066 in cash. During the last two years we built our platform and grew our operations by acquiring companies to support what we consolidated into HUMBL.com, prior to the sale to TAP. The acquisitions of Tickeri and Monster, which have since been disposed of, increased our debt and our common shares issued as we spent very little cash in these acquisitions.
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We had a working capital deficit of $2,870,414 and $23,693,753 as of December 31, 2025 and 2024, respectively. The majority of our current liabilities are in the form of notes payable, and accounts payable and accrued expenses. It is expected that a portion of these liabilities will require cash to settle them. The increase in working capital is the direct result of the settlement of $20 million worth of common stock that were to be issued to Ybyrá that have been reflected in additional paid in capital due to the related party nature of the settlement, and our investment in TAP Holdco as well as reductions of notes payable, accrued interest and accrued expenses as well as the receipt of the remaining balance owed by TAP received in the year ended December 31, 2025. A significant portion of the investment in TAP Holdco received in February 2025 was exchanged for Series C Preferred shares in August 2025. The Company’s assets as of December 2, 2024 were sold and the Company commenced a new business with the purchase of the magnesium silicate. The Company anticipates entering into profitable businesses upon the sale of the magnesium silicate. As a result of the operating losses and working capital deficit, management has determined that there is substantial doubt about the Company’s ability to continue as a going concern.
Net cash used in operating activities was $1,656,535 and $3,183,582 for the years ended December 31, 2025 and 2024, respectively. The $1,527,047 decrease in net cash used in operating activities was primarily a result of the change in the net loss and the non-cash charges impacting our net loss from 2024 to 2025, such as the gain on sale of HUMBL Financial assets, gain on sale of HUMBL.com, losses on the conversion of convertible notes, extinguishment of debt and stock-based compensation.
We had no activities from investing activities in the years ended December 31, 2025 and 2024 other than the balance of the proceeds received from TAP for the sale of HUMBL.com and related assets in the amount of $2,000,000 in 2025 and $500,000 in 2024.
Cash (used in) provided by financing activities was $(237,886) and $2,109,705 for the years ended December 31, 2025 and 2024, respectively. In 2024, the Company raised $2,279,500 from the proceeds from related party, non-related party and convertible notes payable, $356,000 from proceeds for the sale of warrants, as well as repayments of related party and convertible notes payable of $525,795. In 2025, we raised $904,825 from proceeds of convertible notes payable and $12,000 from related party notes payable. In addition, in 2025, we repaid $404,711 in related party notes and $750,000 in notes payable.
The consolidated financial statements of the Company have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable period. The consolidated financial statements of the Company do not include any adjustments that may result from the outcome of the uncertainties.
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The following significant accounting policies only relate to the Company’s operations post-December 2, 2024 transactions as noted above in Note 1.
Basis of Presentation
The accompanying consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) and the rules and regulations of the United States Securities and Exchange Commission (the “Commission” or the “SEC”). It is management’s opinion that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation.
The discontinued operations represent corporate activity and all activity related to prior HUMBL operations.
The Company accounts for discontinued operations in accordance with ASC 205, Greater details regarding discontinued operations can be found in Note 3. The Company classifies a component of the business as a discontinued operation when it has been disposed of or is classified as held for sale and represents a strategic shift that has (or will have) a major effect on the Company’s operations and financial results. Components of the Company may include a business unit, operating segment, reporting unit, subsidiary, or asset group.
Results of operations for discontinued operations are reported separately in the consolidated statements of operations for all periods presented. This includes the component’s revenues, expenses, and pre-tax profit or loss, as well as any gain or loss recognized on disposal. Income tax expense or benefit attributable to discontinued operations is also presented separately.
Assets and liabilities of a component classified as held for sale are presented separately in the consolidated balance sheets when the criteria for held-for-sale classification are met. These criteria include management’s commitment to a plan to sell, the availability of the asset for immediate sale in its present condition, and the probability that the sale will be completed within one year.
Upon classification as held for sale, the Company measures the disposal group at the lower of its carrying amount or fair value less costs to sell. Depreciation and amortization cease once the assets are classified as held for sale.
Cash flows related to discontinued operations are disclosed either on the face of the consolidated statement of cash flows or in the notes to the financial statements, and are segregated between operating, investing, and financing activities, as applicable.
The Company continues to evaluate transactions and events to determine whether they meet the criteria for discontinued operations presentation in accordance with applicable accounting guidance.
Principles of Consolidation
The consolidated financial statements include the accounts of TAP Real Estate and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.
The Company applies the guidance of Topic 805 Business Combinations of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”).
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Reclassification
The Company has reclassified certain amounts in the 2024 financial statements to comply with the 2025 presentation. These principally relate to classification of certain expenses and liabilities. The reclassifications had no impact on total net loss or net cash flows for the year ended December 31, 2024.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. 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 reported amounts of revenues and expenses during the reporting period. These estimates include, but are not limited to, management’s estimate of provisions required for permanent and temporary differences related to income taxes, liabilities to accrue, estimates of the fair value of investments and determination of the fair value of stock awards. Actual results could differ from those estimates.
Cash
Cash consists of cash and demand deposits with an original maturity of three months or less. The Company holds no cash equivalents as of December 31, 2025 and 2024, respectively. The Company has at times maintained cash balances in excess of the FDIC insured limit at a single bank.
Fixed Assets and Long-Lived Assets
ASC 350 and 360 requires that long-lived assets and certain identifiable intangibles held and used by an entity be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company has adopted Accounting Standard Update (“ASU”) 2017-04 Intangibles – Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment.
The Company reviews recoverability of long-lived assets on a periodic basis whenever events and changes in circumstances have occurred which may indicate a possible impairment. The assessment for potential impairment is based primarily on the Company’s ability to recover the carrying value of its long-lived assets from expected future cash flows from its operations on an undiscounted basis. If such assets are determined to be impaired, the impairment recognized is the amount by which the carrying value of the assets exceeds the fair value of the assets.
Fixed assets and intangible assets with finite useful lives are stated at cost less accumulated amortization and impairment. Intangible assets with infinite lives, such as digital currency are valued at costs and reviewed for indicators of impairment at least annually, or more depending on circumstances.
The Company assesses the impairment of identifiable intangibles whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers to be important which could trigger an impairment review include the following:
1. Significant underperformance relative to expected historical or projected future operating results;
2. Significant changes in the manner of use of the acquired assets or the strategy for the overall business; and
3. Significant negative industry or economic trends.
When the Company determines that the carrying value of intangibles may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent in the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows.
The Company’s minerals were considered long-lived assets and accounted for under these standards. These minerals were returned as part of the Settlement Agreement dated September 9, 2025.
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Revenue Recognition
Prior to December 2, 2024, the Company accounted for revenues based on the verticals in which they were earned: HUMBL Mobile Wallet, HUMBL Marketplace, HUMBL Blockchain Services, HUMBL Search Engine, HUMBL Tickets, as well as all merchandise sales and service revenues. As a result of the sale of the HUMBL assets, all revenues were reclassified to discontinued operations.
The Company has no revenue from continuing operations for the years ended December 31, 2025 and 2024, respectively.
Income Taxes
Income taxes are accounted under the asset and liability method. The current charge for income tax expense is calculated in accordance with the relevant tax regulations applicable to the entities. 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 bases and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
The 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. Differences between statutory tax rates and effective tax rates relate to permanent tax differences.
Uncertain Tax Positions
The Company follows ASC 740-10 Accounting for Uncertainty in Income Taxes. This requires recognition and measurement of uncertain income tax positions using a “more-likely-than-not” approach. Management evaluates their tax positions on an annual basis.
The Company files income tax returns in the U.S. federal tax jurisdiction and various state tax jurisdictions. The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities, generally for three years after they were filed.
The Company follows ASC 718 Compensation – Stock Compensation and has adopted ASU 2017-09 Compensation – Stock Compensation (Topic 718) Scope of Modification Accounting. The Company calculates compensation expense for all awards granted, but not yet vested, based on the grant-date fair values. Share-based compensation expense for all awards granted is based on the grant-date fair values. The Company policy is to recognize these compensation costs, on a pro rata basis over the requisite service period of each vesting tranche of each award for service-based grants, and as the criteria is achieved for performance-based grants, when such grants are made. For stock options and warrants, the Company uses the Black-Scholes model to estimate the value of those grants. The Company has not had any forfeitures of these grants, and these estimates of value will include a percentage of forfeitures when that percentage is able to be estimated.
The Company adopted ASU 2016-09 Improvements to Employee Share-Based Payment Accounting. Cash paid when shares are directly withheld for tax withholding purposes will be classified as a financing activity in the statement of cash flows.
Fair Value of Financial Instruments
ASC 825 Financial Instruments requires the Company to disclose estimated fair values for its financial instruments. Fair value estimates, methods, and assumptions are set forth below for the Company’s financial instruments: The carrying amount of cash, accounts receivable, prepaid and other current assets, accounts payable and accrued liabilities, and amounts payable to related parties, approximate fair value because of the short-term maturity of those instruments.
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Leases
The Company follows ASC 842 Leases in accounting for leased properties, when they exceed a one-year term. When the Company enters into leases with a term in excess of one year, they will recognize a lease liability and right of use asset in accordance with the provisions of ASC 842.
The Company computes earnings per share (“EPS”) in accordance with applicable accounting guidance. Basic EPS is calculated by dividing net income (loss) attributable to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock, using the treasury stock method or the if-converted method, as applicable.
Net income (loss) attributable to common shareholders is adjusted for dividends declared on common stock and for deemed dividends, if any. Deemed dividends represent adjustments to income available to common shareholders that arise from transactions with holders of the Company’s preferred stock or other equity instruments that are not reflected in net income but are treated as a return to, or distribution from, equity holders.
Deemed dividends may include, but are not limited to, (i) beneficial conversion features recognized upon issuance or modification of convertible preferred stock or convertible debt, (ii) incremental value transferred to holders of preferred stock in connection with modifications or extinguishments of such instruments, and (iii) accretion of discounts on redeemable preferred stock to their redemption value when such accretion is treated as a dividend to preferred shareholders. These amounts are recorded as a reduction to retained earnings (or, in the absence of retained earnings, as an adjustment to additional paid-in capital) and reduce income available to common shareholders in the calculation of basic and diluted EPS. In 2025, the Company recorded a deemed dividend of $860,579 related to equity-to-equity exchanges.
For periods in which the Company reports a net loss, diluted EPS is the same as basic EPS because the inclusion of potentially dilutive securities would be antidilutive. Potential common shares are excluded from the computation of diluted EPS if their effect would be antidilutive.
The Company evaluates all equity-linked instruments and modifications thereof to determine the appropriate treatment in the calculation of EPS, including whether any portion of the transaction should be reflected as a deemed dividend to preferred shareholders.
Derivative Financial Instruments
The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. Management evaluates all of the Company’s financial instruments, including convertible notes and warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives.
The Company generally uses a Black-Scholes model, as applicable, to value the derivative instruments at inception and subsequent valuation dates when needed. The classification of derivative instruments, including whether such instruments should be recorded as liabilities, is remeasured at the end of each reporting period.
In 2024, the Company adopted ASU No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplified the accounting for convertible instruments by removing the separation models for (1) convertible debt with a cash conversion feature and (2) convertible instruments with a beneficial conversion feature. ASU 2020-06 also requires the application of the if-converted method for calculating diluted earnings per share and the treasury stock method will be no longer available.
Fair Value Measurements
ASC 820 Fair Value Measurements defines fair value, establishes a framework for measuring fair value in accordance with GAAP, and expands disclosure about fair value measurements. ASC 820 classifies these inputs into the following hierarchy:
Level 1 inputs: Quoted prices for identical instruments in active markets.
Level 2 inputs: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.
Level 3 inputs: Instruments with primarily unobservable value drivers.
Level 3 inputs are unobservable inputs for the asset or liability and are used when observable market data is not available. The Company’s Level 3 investments primarily consist of [private equity investments, illiquid debt instruments, complex derivatives, or other investments for which little or no market activity exists].
The fair value of Level 3 investments is estimated using valuation techniques that incorporate significant unobservable inputs and reflect the Company’s assumptions about the assumptions that market participants would use in pricing the asset or liability. The Company applies a combination of valuation approaches, including the market approach, income approach, and, when applicable, the cost approach, depending on the nature of the investment and the availability of relevant information.
Under the market approach, fair value is estimated based on observable transactions for similar instruments, including recent third-party transactions in the same or comparable investments, or by applying valuation multiples derived from comparable public companies or precedent transactions. Significant inputs may include EBITDA or revenue multiples, liquidity discounts, control premiums, and adjustments for differences in growth prospects, profitability, and risk characteristics.
Under the income approach, the Company utilizes discounted cash flow models or other present value techniques to estimate fair value. These models incorporate significant assumptions, including projected revenues and expenses, expected cash flows, discount rates, terminal growth rates, and timing of exit. Discount rates are generally developed using a weighted-average cost of capital that reflects current market conditions and the risks inherent in the investment.
For certain investments, particularly illiquid debt instruments, valuation techniques may incorporate expected recovery values, probability-weighted scenarios, default assumptions, and credit spreads. For complex or structured instruments, option pricing models or simulation techniques may also be used.
The determination of fair value for Level 3 investments requires significant management judgment. The Company calibrates its valuation techniques to transaction prices, when available, and periodically evaluates and updates key assumptions to reflect current market conditions and specific investment performance. Changes in valuation techniques or significant increases or decreases in unobservable inputs may result in materially different fair value measurements.
The Company may utilize information from independent third-party valuation specialists to assist in determining fair value. The Company evaluates the methodologies, significant assumptions, and outputs of such specialists, and performs procedures to assess the reasonableness of the valuations, including back-testing against realized transactions, comparison to relevant market data, and sensitivity analyses over significant unobservable inputs.
Given the inherent uncertainty associated with the use of unobservable inputs, the estimated fair values of Level 3 investments may differ materially from the values that would have been used had an active market existed for such investments.
Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.
| Level 1 | Level 2 | Level 3 | ||||||||||
| December 31, 2025 | ||||||||||||
| Derivative liabilities | $ | $ | $ | 1,400,996 | ||||||||
| December 31, 2024 | ||||||||||||
| Derivative liabilities | $ | $ | $ | 338,986 | ||||||||
See Note 11 for details on the Level 3 changes for derivative liabilities.
Non-Equity Method Equity Securities
The Company holds investments in equity securities that are accounted for in accordance with ASC 321. These investments consist of equity interests in privately held and publicly traded entities over which the Company does not have a controlling financial interest or significant influence.
Equity securities with readily determinable fair values are measured at fair value at each reporting date, with unrealized gains and losses recognized in earnings.
For equity securities without readily determinable fair values, the Company has elected the measurement alternative in accordance with ASC 321-10-35. Under this alternative, investments are carried at cost, adjusted for observable price changes in orderly transactions for identical or similar investments of the same issuer, less impairment, if any.
The Company performs a qualitative assessment for impairment at each reporting period. If an investment is determined to be impaired, the Company writes down the investment to its fair value and recognizes the resulting loss in earnings. Impairment losses are not reversed in subsequent periods.
Dividend income is recognized in earnings when declared, to the extent such amounts are not considered a return of investment.
As the Company’s investment in TAP HoldCo fell below the threshold of 20%, the Company no longer will include the share of gains and losses of the investee and now will reflect the investment as a non-equity method equity security as discussed above.
Equity Method Investments
The Company accounts for investments in entities over which it has significant influence, but not control or joint control, using the equity method of accounting under ASC 323. Significant influence is generally presumed to exist when the Company holds 20% or more of the voting power of the investee, unless it can be clearly demonstrated that such influence does not exist.
Under the equity method, the investment is initially recognized at cost, and the carrying amount is subsequently adjusted to recognize the Company’s share of the investee’s net income or loss, which is recognized in the consolidated statement of operations. The carrying amount of the investment is also adjusted for the Company’s share of other comprehensive income or loss of the investee and is reduced by any dividends received from the investee.
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If the Company’s share of losses in the equity method investee exceeds the interest in the investee, the carrying amount of the investment is reduced to zero, and recognition of further losses is discontinued unless the Company has incurred obligations or made payments on behalf of the investee.
The Company assesses its equity method investments for indicators of impairment at each reporting period. If impairment indicators exist and the fair value of the investment has declined below its carrying value and is deemed to be other than temporary, an impairment loss is recognized in the consolidated statements of operations.
The Company eliminates unrealized gains and losses on transactions with equity method investees to the extent of the interest in the investee.
Segment Reporting
In 2024, the Company adopted Accounting Standards Update 2023-07 (“ASU 2023-07”). ASU 2023-07 improves segment reporting disclosures for public companies. ASU 2023-07 requires more detailed information about reportable segments and expenses including the requirement to disclose qualitative information about factors used to identify reportable segments and quantitative information about profit and loss measures and significant expense categories. The Company has effective December 2, 2024, entered into an agreement to sell their operating business to Tap Inc., and as a result has reflected those operating revenues and expenses within discontinued operations, and has not yet begun generating revenue from its planned principal operations and operates as a single reportable segment. The chief operating decision maker is the Company’s chief financial officer who assesses performance based on total expenses, cash flows, and progress made in the Company’s ongoing development efforts. The Company analyzed ASU 2023-07 and determined that the required information is presented within the consolidated financial statements and footnote disclosures herein.
Recent Accounting Pronouncements
Adoption of ASU 2023-09
In December 2023, the Financial Accounting Standards Board issued ASU 2023-09, which requires enhanced disclosures related to the effective tax rate reconciliation and income taxes paid. The guidance is intended to improve transparency regarding the nature and magnitude of factors contributing to differences between the statutory tax rate and the effective tax rate, as well as cash taxes paid by jurisdiction.
The Company adopted this standard effective January 1, 2025 on a prospective basis. The adoption did not have a material impact on the Company’s consolidated financial position, results of operations, or cash flows, as the amendments are disclosure-only in nature. Prior-period amounts have been recast to conform to the current-period presentation, where applicable.
The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.
NOTE 3: DISCONTINUED OPERATIONS
IXAYA
Effective April 1, 2024, the Company and Ixaya agreed to terminate the Ixaya SPA and continue working together on certain projects in a contractor role. In this agreement, Ixaya will keep the shares previously issued to them when they were acquired and the Company would deconsolidate Ixaya as of April 1, 2024. The operations of Ixaya for the year ended December 31, 2024 are reflected in discontinued operations.
The Company reclassified the following operations to discontinued operations for the year ended December 31, 2024.
| Revenue | $ | 236,038 | ||
| Operating expenses | 686,356 | |||
| Other non-operating expenses | 131 | |||
| Net loss from discontinued operations | $ | (450,449 | ) |
The Company reflected the following loss on disposal for the year ended December 31, 2024 related to the deconsolidation of Ixaya:
| Cash | $ | (5,101 | ) | |
| Accumulated comprehensive income | (146,935 | ) | ||
| Bank loan | 6,434 | |||
| Accounts payable and accrued expenses | 84,801 | |||
| Due to officer | 34,525 | |||
| Net loss on disposal | $ | (26,276 | ) |
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HUMBL.com
Effective December 2, 2024, the Company entered into an Asset Purchase Agreement with TAP to sell their assets to TAP as discussed in Note 1. The Company received $3,037,500 in cash and debt cancellation and an investment in HoldCo in the amount of $17,000,000 for a total purchase price of $20,000,000. The operations of HUMBL.com, which includes the operations of the HUMBL Chile division for the years ended December 31, 2025 and 2024 are reflected in discontinued operations.
The Company reclassified the following operations to discontinued operations for the year ended December 31, 2025.
| Revenue | $ | |||
| Operating expenses | (36,344 | ) | ||
| Net loss from discontinued operations | $ | (36,344 | ) |
The Company reclassified the following operations to discontinued operations for the year ended December 31, 2024.
| Revenue | $ | 467,438 | ||
| Operating expenses | 3,012,696 | |||
| Net loss from discontinued operations | $ | (2,545,258 | ) |
The Company reflected the following gain on disposal for the year ended December 31, 2025 related to the sale of HUMBL.com, which includes the ownership of HoldCo (the entire gain on disposal occurred in the three months ended March 31, 2025):
| Cash | $ | (3,628 | ) | |
| Prepaid expenses and other current assets | (219 | ) | ||
| Inventory | (171,049 | ) | ||
| Investment - Avrio | (2,800,000 | ) | ||
| Safeguarding of digital assets (asset) | (614 | ) | ||
| Fixed assets | (4,686 | ) | ||
| Intangible assets | (221,989 | ) | ||
| Investment in HoldCo | 17,000,000 | |||
| Exchange deposit | 3,037,500 | |||
| Safeguarding of digital assets (liability) | 614 | |||
| Net gain on disposal | $ | 16,835,929 |
The following represents the assets and liabilities of discontinued operations as of December 31, 2024:
Current assets as of December 31, 2024 – Discontinued Operations:
December 31, 2024 | ||||
| Safeguarding of digital assets | $ | 614 | ||
| Inventory | 171,049 | |||
| Prepaid expenses | 243 | |||
| Investment - Avrio | 2,800,000 | |||
| $ | 2,971,906 | |||
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NOTE 4: INVESTMENTS
FINCAPITAL
On December 2, 2024, the Company entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with Ybyrá Capital S.A. (“Ybyrá”) and Brian Foote, the former CEO and current director. Pursuant to the Stock Purchase Agreement: (a) HUMBL purchased 99% of the outstanding equity interests of FinCapital Credito Pagamentos e Servicos LTDA, a Brazilian company (“FinCapital”), from Ybyrá; and (b) Brian Foote sold his shares of Series A Preferred Stock and shares of Series D Preferred Stock of the Company (the “Control Shares”) to Ybyrá. With the purchase of the Control Shares, Ybyrá is now the controlling stockholder of the Company. FinCapital a previously dormant entity and had at the time of the purchase one asset which consisted of 41,500 tons of magnesium silicate with a book value of $20,000,000. Magnesium silicate is a raw material used in industrial sectors such as fertilizer, construction, ceramics, and fireproofing.
FinCapital was to be a 99% owned subsidiary of the Company. The Company had agreed to issue $20,000,000 in common shares to Ybyrá for the purchase of the FinCapital equity interest. On September 9, 2025, the Company, Ybyrá, Brian Foote and Thiago Moura entered into a settlement agreement (“Settlement Agreement”), whereby Ybyrá’s right to receive the Company’s common stock is cancelled, and the Company was required to issue million shares of common stock to Thiago Moura (which was issued September 10, 2025), Thiago Moura resigned as Company CEO and as a member of the board of directors, and the Company is to pay Ybyrá $10,000 per month in cash and $ per month in common stock until the assignment of the FinCapital shares to Ybyrá occurs before December 31, 2025. The Company recorded $60,000 in accrued expenses through December 31 2025 for this settlement. On December 31, 2025, as per the agreement with FinCapital, the minerals purchased reverted back to Ybyrá as the Company was unable to enter into a transaction to sell these minerals. The fees accrued by the Company to Thiago stopped at this time.
AVRIO
The Company on February 23, 2024 entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Avrio Worldwide, PBC (“Avrio”). Pursuant to the Purchase Agreement, the Company sold the assets associated with its HUMBL Financial product line, including all BLOCK ETXs and BLOCK Indexes (but not including any active trading algorithms or strategies) to Avrio. In exchange for selling such assets, HUMBL received: (1) 1,920,000 shares of Avrio’s Class A Common Stock that has one vote per share (representing a 10% stake in Avrio); and (2) 2.5% of the net revenues generated by Avrio from its sales of the acquired assets. The revenue share terminates upon the earlier of five years from the date of the Purchase Agreement or Avrio completing an initial public offering. The Company will also receive a seat on Avrio’s Board of Directors as part of the transaction, the initial designee being Brian Foote, the former CEO of the Company. The Company evaluated the consideration received from Avrio in the determination of the value of the investment. It was determined that Avrio had similar transactions where they raised capital at a $28 million valuation. The 10% equity that the Company received was thus valued at $2.8 million. The Company recorded the investment in accordance with ASC 321 at its fair value of $2.8 million as a gain on the sale of the HUMBL Financial assets which had a $0 book value as all costs related to HUMBL Financial were expensed as development costs. This investment is included in the assets from discontinued operations as of December 31, 2024.
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TAP Holdco
On December 2, 2024, following execution of the Stock Purchase Agreement, the Company entered into an Asset Purchase Agreement with TAP, and HoldCo. Pursuant to the Asset Purchase Agreement, the Company sold all of its assets to TAP In consideration for the purchase of the Company’s assets, TAP agreed to: (a) pay the Company $3,037,500; (b) issue shares of TAP Class B Common Stock to HoldCo; and (c) grant membership units of HoldCo to the Company (the “HoldCo Units”). Of the $3,037,500 payable in cash to the Company, $500,000 was previously paid in cash by TAP to the Company prior to the closing date, and $537,500 of indebtedness previously funded to the Company by affiliates of TAP was cancelled. The remaining $2,000,000 of the cash purchase price was paid by TAP on April 1, 2025. The value of the HoldCo Units held by the Company at the time of the acquisition by TAP is $17,000,000 based on the percentage that HoldCo owns in TAP based on the last valuation of TAP The Company agreed that TAP would not contribute any real estate assets and TAP would be solely a technology company in exchange for a larger percentage of TAP owned by the Company through HoldCo. The Company considers TAP and TAP HoldCo related parties as they share common directors.
The HoldCo Units represent approximately 48.6% of the outstanding equity in TAP. Upon transfer of the HoldCo Units, the Company will own 100% of HoldCo. Through August 6, 2025, the Company accounted for the 48.6% interest in TAP as an equity method investment. Upon the exchanges noted above, as of August 7, 2025, the Company will now treat the interest in TAP as a cost method investment, as opposed to an equity method investment. The carrying amount of the investment as of December 31, 2025 is $1,229,510 calculated as follows:
| Balance – January 1, 2025 | $ | |||
| Initial investment | 17,000,000 | |||
| Share of net loss | (846,140 | ) | ||
| Exchange of Series C shares for HoldCo interest | (13,303,179 | ) | ||
| Settlement with BRU for HoldCo interest | (1,621,171 | ) | ||
| Balance – December 31, 2025 | $ | 1,229,510 |
In July and August 2025, the investors holding the Series C preferred shares exchanged shares of Series C Preferred Stock for approximately 83% of the units the Company holds in TAP Holdco. The Company recorded the $13,303,179 effectively as a distribution as this was an equity-for-equity exchange.
Additionally, in August 2025, the Company granted BRU approximately 10% of its holdings in HoldCo as part of their settlement with them. The Company recorded a loss of $1,621,171 on this transaction.
For the period February 27, 2025 through December 31, 2025, there have been no indicators of impairment identified.
NOTE 5: MINERALS
FinCapital owns 41,500 tons of magnesium silicate, a raw material used in the creation of fertilizer and other industrial applications.
The FinCapital minerals are located in Minas Gerais in Brazil. Magnesium silicate is a residue with a variable amount of silicon, formed from the melting of metals and is called slag in the steel industry. Several research studies have shown that the addition of this element in the form of fertilizer has shown considerable increases in productivity in various crops.
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The Company received a valuation report which reflected market information that was analyzed along with the collection of macroeconomic, market and financial data, which were all used to determine the unit value. The model used in the valuation of Magnesium Silicate Stock was calculated using the comparative market method. This methodology defines the value by comparing it with similar market data in terms of the intrinsic characteristics of the assets. In this evaluation, similar assets were obtained from suppliers in order to detect the unit value per ton responsible for forming the fair market value of the asset.
The Company transferred the magnesium silicate back to Ybyrá on December 31, 2025. As a result, there are no minerals remaining in the Company as of December 31, 2025.
NOTE 6: NOTE PAYABLE - BANK
On March 3, 2022 with the acquisition of Ixaya, the Company assumed a loan with Citibanamex. The loan was due in monthly payments of $7,110 MXN (approximately $350 USD) inclusive of interest and matures in July 2025. Due to the deconsolidation upon separation effective April 1, 2024, the note was part of the liabilities from discontinued operations as of December 31, 2023 and part of the loss on disposal in the year ended December 31, 2024 as discussed in Note 3 above.
Refer to the Form 10-K for the year ended December 31, 2024 filed May 9, 2025 for a full description of notes that existed as of December 31, 2024 and 2023. All note balances that were either converted or repaid as of December 31, 2024 have been excluded from this disclosure.
The Company entered into a note payable with an individual on September 4, 2024 that matures March 4, 2025 in the amount of $287,500. There was a one-time interest charge included in the note in the amount of $12,500. There was an original interest discount of $25,000 recorded. This note was reclassified to advances on purchase of assets by TAP as of December 2, 2024, and reflected in the loss on sale to TAP on February 27, 2025.
The Company entered into a note payable with an individual on October 16, 2024 that matures October 16, 2025 in the amount of $250,000. This note was reclassified to advances on purchase of assets by TAP as of December 2, 2024 and reflected in the loss on sale to TAP on February 27, 2025.
On August 1, 2023, the Company entered into a Master Consulting Agreement (the “Agreement”) and Promissory Note (“Note”) with BRU, LLC (“BRU”). Under the terms of the Agreement, BRU will provide information technology support to the Company for a three-year term. The Company has agreed to pay compensation in common stock and cash. The initial stock consideration is shares of common stock as compensation for past due invoices owed to BRU’s predecessor in interest with a 24-month price floor of $0.003 so that additional shares of common stock will be issued to BRU if the aggregate value of the common stock is less than $ per share on the applicable measurement dates.
Additional shares of common stock will be issued to BRU based on milestones to be mutually agreed to by the Company and BRU by August 11, 2023. The Company will issue shares of its common stock (the “Additional Shares”) upon completion of the milestones that shall not be more than two years after execution of the Agreement. The value of the Additional Shares shall be equal to the number of Additional Shares multiplied by $ (the “Additional Share Value”). On each anniversary of the execution date (the “Anniversary Date”) until the milestones are met, but in no event more than two years from the execution date, the Additional Share Value shall equal the value of the common stock on the Anniversary Date, based on the closing price of the Company’s common stock on the Anniversary Date (the “Anniversary Value”) (as may be adjusted for any reverse split). To the extent the Anniversary Value is lower than the public market value of the Company’s common stock, the Company will issue additional shares to BRU equal to the amount necessary for the total number of common stock and Additional Shares issued under the Agreement to equal the Anniversary Share Value that in no event will be less than $0.003 per share, or, at the Company’s election, pay in cash the difference between the public market value of the Company’s common stock and the Anniversary Share Value.
The Company has agreed to make two cash payments to BRU: $100,000 within 10 days following the execution of the Agreement and $400,000 through a Note with an 18-month term that bears no interest unless there is an event of default. The $400,000 cash payments under the Note are due and payable as follows: $100,000 within 45 days after the execution date; (b) $200,000 on the date that is one year from the execution date; and (c) $100,000 on or before the maturity date. The Company will also pay BRU $41,666.67 a month for the term of the agreement (subject to annual inflation adjustments) for ongoing technology development services provided by BRU.
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The Company amended this agreement on December 17, 2024, and adjusted the schedule of payments due to BRU. In accordance with the revised payment schedule, the Company paid BRU:
| (a) | $750,000 on April 1, 2025; | |
| (b) | First share tranche million shares December 17, 2024; and | |
| (c) | Second tranche of billion shares January 8, 2025. |
Both share issuances have been made and the $750,000 due April 1, 2025 was repaid on April 1, 2025.
As of December 31, 2025, the Company has no amounts outstanding.
NOTE 8: NOTES PAYABLE – RELATED PARTIES
The Company entered into notes payable – related parties as follows as of December 31, 2025 and 2024. The chart below does not include notes payable that were repaid or converted during 2024, or notes payable that were reclassified to liabilities of discontinued operations or disposed of. Refer to the Form 10-K for the year ended December 31, 2024 filed May 9, 2025 for a full description of those notes:
| December 31, 2025 | December 31, 2024 | |||||||
| Note payable with a trust related to a director of the Company dated May 13, 2024 for a period of one year maturing May 13, 2025 at 6% interest. Note was repaid in April 2025. | $ | $ | 20,000 | |||||
| Note payable with a trust related to a director of the Company dated June 27, 2024 for a period of one year maturing June 27, 2025 at 6% interest. Note was repaid in April 2025. | 12,500 | |||||||
| Note payable with a trust related to a director of the Company dated January 21, 2025 for a one-year period maturing January 21, 2026 at 6% interest. Note was repaid in April 2025. | ||||||||
| Note payable with a partnership controlled by the family of one of the Company’s directors dated August 7, 2024 at 6% interest that matured February 7, 2025. Note was repaid in April 2025. | 353,000 | |||||||
| Total | 385,500 | |||||||
| Less: Current portion | (385,500 | ) | ||||||
| Less: Discount | - | - | ||||||
| Long-term debt | $ | $ | ||||||
Interest expense for the years ended December 31, 2025 and 2024 was $6,058 and $1,636, respectively.
The Company received $12,000 at 6% interest from a trust related to a director of the Company on January 21, 2025.
All of the notes listed above were repaid in April 2025.
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NOTE 9: CONVERTIBLE PROMISSORY NOTES
| December 31, 2025 | December 31, 2024 | |||||||
| Convertible notes entered into July 26, 2023 due July 26, 2024 into common shares equal to the lowest closing trade price of the common stock in the 10 days following the issuance date. $340,000 of these notes were converted in 2024 and $35,000 was converted in 2025. | $ | $ | 35,000 | |||||
| Convertible note up to $800,000 at 6% entered into May 10, 2023 maturing May 10, 2024. Balance automatically converts upon an uplisting to a nationally recognized exchange (NYSE/NASDAQ) at 80% of the volume weighted average price of the common stock on the Senior Exchange during the first five trading days following the uplisting. $359,743 was converted during 2024 and the remaining amounts were converted in 2025. | 225,257 | |||||||
| Convertible note payable entered into December 19, 2023, with a maturity date of December 19, 2024, one time interest charge assessed upon issuance; note is in default and a $242,000 default fee was added to the note in March 2025. This note was amended May 16, 2025. | 484,000 | 242,000 | ||||||
| Convertible note payable entered into March 13, 2024, with a maturity date of March 13, 2025, one time interest charge assessed upon issuance; note is in default and a $133,100 default fee was added to the note in March 2025. This note was amended May 16, 2025. | 266,200 | 133,100 | ||||||
| Convertible note payable entered into March 26, 2024, with a maturity date of March 26, 2025, one time interest charge assessed upon issuance; note is in default and a $133,100 default fee was added to the note in March 2025. This note was amended May 16, 2025. | 266,200 | 133,100 | ||||||
| Convertible note payable entered into April 2, 2024, with a maturity date of April 2, 2025, one time interest charge assessed upon issuance; note is in default and a $133,100 default fee was added to the note in March 2025. This note was amended May 16, 2025. | 266,200 | 133,100 | ||||||
| Convertible note payable entered into April 23, 2024, with a maturity date of October 22, 2025, at 10% interest per annum. This note was amended May 16, 2025 and $12,300 of interest accrued was added to the principal amount of the note. | 135,300 | 123,000 | ||||||
| Convertible note payable entered into April 15, 2024, with a maturity date of October 15, 2025, at 10% interest per annum, which was converted in 2025 | 122,000 | |||||||
| Convertible note payable entered into May 22, 2024, with a maturity date of November 22, 2025, at 10% interest per annum. This note was amended May 16, 2025. | 123,000 | 123,000 | ||||||
| Convertible note payable entered into December 5, 2024, with a maturity date of September 15, 2025, at 12% interest per annum. This note was fully converted in June 2025. | 93,150 | |||||||
| Convertible note payable entered into February 4, 2025, with a maturity date of November 15, 2025, with a one-time interest charge of $13,500. Amounts due in 4 installments commencing on August 15, 2025 monthly through November 15, 2025. This note was fully converted in August 2025. | ||||||||
| Convertible note payable entered into June 9, 2025, with a maturity date of June 9, 2026, at 10% interest per annum. Amount fully converted in 2025. | ||||||||
| Convertible note payable entered into March 14, 2025, with a maturity date of March 14, 2026, one time interest charge assessed upon issuance of $55,000. Note was for $605,000. Conversions of $238,000 occurred in 2025. | 367,000 | |||||||
| Convertible note payable entered into October 14, 2025, with a maturity date of October 14, 2026. A $2,000 one-time interest fee was added to the note | 35,000 | |||||||
| Convertible note payable entered into November 10, 2025, with a maturity date of November 10, 2026, at 10% interest per annum. | 27,500 | |||||||
| Convertible note payable entered into November 10, 2025, with a maturity date of November 10, 2026, at 10% interest per annum. | 27,500 | |||||||
| Convertible note payable entered into November 21, 2025, with a maturity date of November 21, 2026 A $2,750 one-time interest fee was added to the note. | 30,250 | |||||||
| Convertible note payable entered into December 29, 2025, with a maturity date of December 29, 2026, at 10% interest per annum. Payments to the Company are in tranches and the Company received the first tranche on December 29, 2025 of $125,000. The remaining funds due are reflected as a receivable offsetting the note payable balance. | 175,000 | |||||||
| 2,203,150 | 1,362,707 | |||||||
| Less: Current portion | (1,433,073 | ) | (1,325,673 | ) | ||||
| Less: Discounts | (770,077 | ) | (37,034 | ) | ||||
| Long-term debt | $ | $ | ||||||
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On July 26, 2023, the Company entered into Securities Purchase Agreements with three different investors (the “Purchase Agreements”). Pursuant to the Purchase Agreements, the Company issued three convertible promissory notes in the original principal amount of $125,000 and three warrants to purchase 187,500,000 shares of its common stock for a total purchase price of $375,000. The notes are due in 12 months from the issuance date, bear interest at the rate of 10% per annum and have a fixed conversion price equal to the lowest closing trade price of the common stock in the 10 days following the issuance date. The warrants are exercisable for a period of five years, have a cashless exercise provision and an exercise price of $0.002 per share. Two of the three notes were converted in May and December 2024 with the balance of the remaining note converted in 2025. As of September 30, 2025, all the notes are fully converted.
On December 19, 2023, the Company issued a Promissory Note in the amount of $220,000, due December 19, 2024. A one-time interest charge of $22,000 was added to the note, and an original issue discount of $20,000 was reflected that provided net proceeds of $200,000 to the Company. Note is in default and a $242,000 default fee was added to the note in March 2025. Note became fixed with respect to the conversion price to $0.0001177 per share in May 2025.
On March 13, 2024, the Company issued a Promissory Note in the amount of $121,000, due March 13, 2025. A one-time interest charge of $12,100 was added to the note, and an original issue discount of $11,000 was reflected that provided net proceeds of $110,000 to the Company. In connection with this note, the Company issued a Warrant to Purchase Shares of Common Stock for 50,000,000 shares. The warrant is exercisable for three years and has an exercise price of $0.001.
On March 26, 2024, the Company issued a Promissory Note in the amount of $121,000, due March 26, 2025. A one-time interest charge of $12,100 was added to the note, and an original issue discount of $11,000 was reflected that provided net proceeds of $110,000 to the Company. In connection with this note, the Company issued a Warrant to Purchase Shares of Common Stock for 50,000,000 shares. The warrant is exercisable for three years and has an exercise price of $0.001. Note is in default and a $133,100 default fee was added to the note in March 2025. Note became fixed with respect to the conversion price to $0.0001177 per share in May 2025.
On April 2, 2024, the Company issued a Promissory Note in the amount of $121,000, due April 2, 2025. A one-time interest charge of $12,100 was added to the note, and an original issue discount of $11,000 that was included in the initial principal balance. The Company received net proceeds of $110,000 in connection with the transaction. In connection with this note, the Company issued a Warrant to Purchase Shares of Common Stock for 50,000,000 shares. The warrant is exercisable for three years and has an exercise price of $0.001. Note is in default and a $133,100 default fee was added to the note in March 2025. Note became fixed with respect to the conversion price to $0.0001177 per share in May 2025.
On April 15, 2024, the Company entered into a Securities Purchase Agreement pursuant to which it sold a Convertible Promissory Note in the amount of $122,000, due October 15, 2024 and shares of Series C Preferred Stock. An original issue discount of $11,000 on the note was included in the initial principal balance and interest accruing at the rate of 10% per annum. The Company received $111,000 in net proceeds in connection with this transaction. This note was converted in 2025.
On April 23, 2024, the Company entered into a Securities Purchase Agreement pursuant to which it sold a Convertible Promissory Note in the amount of $123,000, due October 22, 2025 and shares of Series C Preferred Stock. An original issue discount of $11,000 on the note was included in the initial principal balance. The Company received $112,000 in net proceeds in connection with this transaction. Note became fixed with respect to the conversion price to $0.0000823 per share in May 2025.
On May 22, 2024, the Company entered into a Securities Purchase Agreement pursuant to which it sold a Convertible Promissory Note in the amount of $123,000, due November 22, 2025. An original issue discount of $10,000 on the note was included in the initial principal balance and a debt discount of the remaining $113,000 for the derivative liability component. The Company received $113,000 in net proceeds in connection with this transaction. Note became fixed with respect to the conversion price to $0.0000823 per share in May 2025. As of December 31, 2025, as a result of the note amendment and the conversion price being fixed, the balance of the derivative liability was reclassified to additional paid in capital.
On December 5, 2024, the Company entered into a Securities Purchase Agreement pursuant to which it sold a Convertible Promissory Note in the amount of $93,150, due September 15, 2025. An original issue discount of $12,150 on the note was included in the initial principal balance. The Company received $81,000 in net proceeds in connection with this transaction.
On February 4, 2025, the Company entered into a Securities Purchase Agreement pursuant to which it sold a Convertible Promissory Note in the amount of $103,500, due November 15, 2025. An original issue discount of $15,000 on the note was included in the initial principal balance as well as a one-time interest charge of $13,500. The Company received $75,000 in net proceeds in connection with this transaction. This note was fully converted in August 2025.
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On March 14, 2025, the Company issued a $550,000 Convertible Promissory Note to Quail Hollow Capital, LLC. The purchase price for the Note was $500,000. An original issue discount of $50,000 on the note, and $555,000 in debt discount on the note was included in the initial principal balance as well as a one-time interest charge of $55,000. The Note is due in 12 months from the issuance date, bears an interest charge of 10% and is convertible into Company common stock at the lower of: (a) $0.0006; and (b) 70% of the lowest closing trade price of the Common Stock in the ten (10) trading days immediately preceding the applicable conversion date. The Company received $500,000 in net proceeds in connection with this transaction. Two conversions totaling $238,000 occurred in 2025 leaving a balance of $367,000 remaining on this note. In addition, $125,911 of discount remains on this note, and $446,390 is reflected in derivative liabilities as of December 31, 2025.
On May 16, 2025, the Company and North Falls Investments, LLC (“NFI”), entered into a Settlement Agreement to settle a dispute. In accordance with the Settlement Agreement, the parties agreed to fix the conversion price of the two outstanding notes the Company has with NFI to $0.0001177 on the March 26, 2024 note and $0.0000823 on the April 22, 2024 note. The maturity dates were not extended.
On May 16, 2025, the Company and KWP 50, LLC (“KWP”), entered into a Settlement Agreement to settle a dispute. In accordance with the Settlement Agreement, the parties agreed to fix the conversion price of the March 13, 2024 note the Company has with KWP to $0.0001177. The maturity dates were not extended.
On May 16, 2025, the Company and Sellers Properties, LLC (“SP”), entered into a Settlement Agreement to settle a dispute. In accordance with the Settlement Agreement, the parties agreed to fix the conversion price of the two outstanding notes the Company has with SP to $0.0001177 on the December 19, 2023 and April 2, 2024 notes. The maturity dates were not extended.
On June 9, 2025, the Company issued a $110,000 Convertible Promissory Note to Pinnacle Consulting Services, Inc. The purchase price for the Note was $100,000 with an original issue discount of $10,000. The Note is due in 12 months from the issuance date, bears an interest charge of 10% and is convertible into Company common stock at the lower of the fixed price, defined as $0.0003 per share, and the market price, defined as the conversion factor of 70% multiplied by the lowest closing trade price during the ten trading days immediately preceding the applicable measurement date. This note was fully converted in December 2025.
On October 14, 2025, the Company issued a $33,000 Convertible Promissory Note to Red Rock Development Group, LLC maturing October 14, 2026. A $2,000 one-time interest charge was added to this note. The note carries an OID of $3,175. The note was for legal fees paid directly by Red Rock to a third party. The note is not convertible for six-months from the October 14, 2025 date. The remaining value of the note was considered a debt discount and is being amortized over the life of the note. As of December 31, 2025, $26,220 of discount remains unamortized on this note, and the derivative liability on this note as of December 31, 2025 is $42,830.
On November 10, 2025, the Company entered into two separate note agreements each in the amount of $27,500 and each carry an OID in the amount of $2,500. The Company received cash proceeds of $25,000 for each of the two notes. These notes mature on November 10, 2026 and bear interest at 10% per annum. The notes are not convertible for a six month period from the November 10, 2025 date. The remaining value of each of the notes was considered a debt discount and is being amortized over the life of the note. As of December 31, 2025, $23,819 of discount remains unamortized on each of these notes, and the derivative liability on each of these notes as of December 31, 2025 is $39,079.
On November 21, 2025, the Company entered into a note agreement in the amount of $27,500 which carries an OID in the amount of $2,500. A $2,750 one-time interest charge was added to this note. The Company received cash proceeds of $25,000 for the note. This note matures on November 21, 2026. No other interest will accrue until the occurrence of an Event of Default as defined in the agreement. The note is not convertible for a six month period from the November 21, 2025 date. The remaining value of the note was considered a debt discount and is being amortized over the life of the note. As of December 31, 2025, $24,625 of discount remains unamortized on this note, and the derivative liability on this note as of December 31, 2025 is $36,351.
On December 29, 2025, the Company entered into a note agreement in the amount of $550,000 which carries an OID in the amount of $50,000 with an investor as part of the rebranding discussed in Note 1. The Company received/will receive cash proceeds under this note of: $125,000 on or before December 31, 2025 (received); $125,000 on or before January 15, 2026; and $250,000 on or before February 1, 2026. All proceeds due in 2026 have been received. This note matures on December 29, 2026 and bears interest at 10% per annum. The note is not convertible for a six month period from the December 29, 2025 date. The remaining value of the note was considered a debt discount and is being amortized over the life of the note. As of December 31, 2025, $545,683 of discount remains unamortized on this note, and the derivative liability on this note as of December 31, 2025 is $797,267.
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All of the convertible promissory notes as of December 31, 2025 are due in the next fiscal year, and therefore are current.
The Company evaluated the terms of the convertible notes and determined that there were derivative liabilities on the notes eligible to convert as there were discounted conversion prices, which is a variable percentage to market.
Interest expense for the years ended December 31, 2025 and 2024 was $39,107 and $98,761, respectively. Amortization of debt discount, and original issue discount was $744,160 and $292,874 for the years ended December 31, 2025 and 2024, respectively. Accrued interest at December 31, 2025 and 2024 was $174,601 and $188,629, respectively. Additionally, there was $539,817 recorded in in interest expense related to previously issued warrants. A total of $38,131 of accrued interest was converted along with some of the convertible notes payable in the year ended December 31, 2025. In the year ended December 31, 2025, the Company recorded a loss on extinguishment of debt due to note amendments in the amount of $31,298.
The Company recognized a loss on conversion of notes of $975,092 and $4,596,585 for the years ended December 31, 2025 and 2024, respectively.
NOTE 10: CONVERTIBLE PROMISSORY NOTES – RELATED PARTIES
The Company issued convertible notes payable – related parties as follows as of December 31, 2025 and 2024. The chart below does not include convertible notes payable – related parties that were repaid or converted during 2024. Refer to the Form 10-K for the year ended December 31, 2024 filed May 9, 2025 for a full description of those notes:
| December 31, 2025 | December 31, 2024 | |||||||
| Monster Creative purchase – June 30, 2021 | $ | 221,830 | $ | 421,830 | ||||
| Less: Current portion | (221,830 | ) | (421,830 | ) | ||||
| Long-term debt | $ | $ | ||||||
The convertible promissory notes – related parties are in default and reflected in current liabilities as of December 31, 2025 and 2024.
On June 30, 2021, the Company acquired Monster Creative, LLC. The Monster Purchase Price included: (a) a convertible note to Phantom Power, LLC in the amount of $6,525,000 that bears interest at 5% per annum, and was to mature December 31, 2022, convertible into the Company’s common stock; and (b) a convertible note to Kevin Childress in the amount of $975,000 that bears interest at 5% per annum, and was to mature December 31, 2022, convertible into the Company’s common stock. During the period ended June 30, 2023, the Company converted $361,413 of the $975,000 note and sold the remaining $613,587 to a third party, who since converted the entire amount. Of the $5,525,000 note, the noteholder sold $2,925,000 to a third party who since converted the entire amount and converted $900,000 of this note. In the securities purchase agreement entered into effective June 30, 2023, $1,000,000 of the remaining balance of the note was cancelled, leaving a balance of $2,308,830. Of this amount $225,000 was sold to a third party and converted in August 2023, $702,000 was sold to a third party and converted in October 2023, $600,000 sold to a third party and converted in February 2024, and $360,000 was sold to a third party and converted in April 2024 leaving a balance outstanding of $421,830. On July 2, 2025, there was $100,000 of this note converted into shares of common stock and December 30, 2025 there was $100,000 of the note converted into shares of common stock leaving an outstanding balance of $221,830. The billion shares for this conversion were issued in January 2026 and are reflected as stock to be issued. There was a loss on conversion of the two 2025 note conversions of $240,000.
The Company evaluated the terms of the convertible notes and determined that there were no terms that would necessitate the recognition of any derivative liabilities.
Interest expense for the years ended December 31, 2025 and 2024 was $18,571 and $29,911, respectively.
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NOTE 11: DERIVATIVE LIABILITIES
The Company entered into several convertible notes payable, that terms include variable conversion prices. The Company evaluated these terms and determined that the conversion option on the convertible notes payable contained characteristics that required the Company to classify them as derivative liabilities. The Derivative Instruments have been accounted for utilizing ASC 815 “Derivatives and Hedging.” The Company has incurred a liability for the estimated fair value of Derivative Instruments. The estimated fair value of the Derivative Instruments has been calculated using the Black-Scholes fair value option-pricing model with key input variables provided by management, as of the date of issuance, with changes in fair value recorded as gains or losses on revaluation in other income (expense).
The Company identified embedded features in some of the agreements which were classified as liabilities. These embedded features included a variable conversion price that would convert those instruments into a variable number of common shares. The accounting treatment of derivative financial instruments requires that the Company treat the instrument as liability and record the fair value of the instrument as derivatives as of the inception date of the instrument and to adjust the fair value of the instrument as of each subsequent balance sheet date.
The Company determined the derivative liabilities to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate the fair value as of December 31, 2025. The Black-Scholes model requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate.
Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each conversion option is estimated using the Black-Scholes valuation model. The following assumptions were used on December 31, 2025 and 2024:
Year Ended
December 31, 2025 | Inception | |||||||
| Expected term | 0.21 - 1.00 years | 1.00 years | ||||||
| Expected volatility | 358% | 358% – 390% | ||||||
| Expected dividend yield | ||||||||
| Risk-free interest rate | 3.67% | 3.48 – 4.15% | ||||||
| Market price | $ | $ | - $ | |||||
Year Ended December 31, 2024 | Inception | |||||||
| Expected term | 0.25- 1.00 years | 0.75 – 1.00 years | ||||||
| Expected volatility | 145% - 404% | 120% – 125% | ||||||
| Expected dividend yield | ||||||||
| Risk-free interest rate | 3.98 - 4.16% | 4.85% | ||||||
| Market price | $ | $ | - $ | |||||
Activity related to the derivative liabilities for the periods ended December 31, 2025 and 2024 is as follows:
| December 31, 2025 | December 31, 2024 | |||||||
| Beginning balances | $ | 338,986 | $ | 63,316 | ||||
| Recognition of derivative liability on conversion options of notes | 1,127,825 | 245,000 | ||||||
| Derivative expense | 1,115,146 | 79,025 | ||||||
| Conversion of note payable | (1,058,487 | ) | (33,082 | ) | ||||
| Change in fair value of derivative liabilities | (122,474 | ) | (15,273 | ) | ||||
| Ending balances | $ | 1,400,996 | $ | 338,986 | ||||
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NOTE 12: STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred Stock
As of December 31, 2025 and 2024, the Company has shares of Preferred Stock authorized, designated as follows: shares of Series A Preferred Stock authorized, shares of Series B Preferred Stock, shares of Series C Preferred Stock, and shares of Series D Preferred Stock authorized. All shares of preferred stock have a par value of $.
Series A Preferred Stock
Dividends. Shares of Series A Preferred Stock shall be entitled to receive, out of funds legally available for that purpose, on the same terms and conditions as that of holders of common stock, as may be declared by the Board of Directors.
Conversion. There are no conversion rights.
Redemption. Subject to certain conditions set forth in the Series A Certificate of Designation, in the event of a Change of Control (defined in the Series A Certificate of Designation as the time at which as a third party not affiliated with the Company or any holders of the Series A Preferred Stock shall have acquired, in one or a series of related transactions, equity securities of the Company representing more than fifty percent 50% of the outstanding voting securities of the Company), the Company, at its option, will have the right to redeem all or a portion of the outstanding Series A Preferred Stock in cash at a price per share of Series A Preferred Stock equal to 100% of the liquidation value.
Voting Rights. Holders of Series A Preferred Stock are entitled to vote on all matters, together with the holders of common stock, and have the equivalent of one thousand (1,000) votes for every share of Series A Preferred Stock held.
Liquidation. Upon any liquidation, dissolution, or winding-up of the Company, whether voluntary or involuntary, the holders of Series A Preferred Stock shall be entitled to receive out of the assets, whether capital or surplus, of the Company an amount equal to the liquidation value of the Series A Preferred Stock before any distribution or payment shall be made to the holders of any junior securities, and if the assets of the Company is insufficient to pay in full such amounts, then the entire assets to be distributed to the holders of the Series A Preferred Stock shall be ratably distributed among the holders in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full.
The shares were issued to a former officer of the Company and assigned to Thiago Moura, the former CEO at the time of the acquisition of HUMBL assets by TAP. These shares were repurchased by Brian Foote in the settlement with Mr. Moura.
Series B Preferred Stock
Prior to the amendment of the Certificate of Incorporation on October 29, 2021, the criteria established for the Series B Preferred Stock was as follows:
Dividends. Shares of Series B Preferred Stock shall be entitled to receive, out of funds legally available for that purpose, on the same terms and conditions as that of holders of common stock, as may be declared by the Board of Directors.
Conversion. Each share of Series B Preferred Stock shall be convertible at the option of the holder thereof at any time after December 3, 2021 at the office of the Company or any transfer agent for such stock, into ten thousand () fully paid and nonassessable shares of common stock subject to adjustment for any stock split or distribution of securities or subdivision of the outstanding shares of common stock.
Redemption. Subject to certain conditions set forth in the Series B Certificate of Designation, in the event of a Change of Control (defined in the Series B Certificate of Designation as the time at which as a third party not affiliated with the Company or any holders of the Series B Preferred Stock shall have acquired, in one or a series of related transactions, equity securities of the Company representing more than fifty percent 50% of the outstanding voting securities of the Company), the Company, at its option, will have the right to redeem all or a portion of the outstanding Series B Preferred Stock in cash at a price per share of Series B Preferred Stock equal to 100% of the liquidation value.
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Voting Rights. Holders of Series B Preferred Stock are entitled to vote on all matters, together with the holders of common stock, and have the equivalent of ten thousand (10,000) votes for every share of Series B Preferred Stock held.
Liquidation. Upon any liquidation, dissolution, or winding-up of the Company, whether voluntary or involuntary, the holders of Series B Preferred Stock shall be entitled to receive out of the assets, whether capital or surplus, of the Company an amount equal to the liquidation value of the Series B Preferred Stock before any distribution or payment shall be made to the holders of any junior securities, and if the assets of the Company is insufficient to pay in full such amounts, then the entire assets to be distributed to the holders of the Series B Preferred Stock shall be ratably distributed among the holders in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full.
During the three months ended March 31, 2025 and 2024, there were and shares of Series B Preferred Stock converted into and shares of common stock, respectively.
During the three months ended June 30, 2025 and 2024, there were and shares of Series B Preferred Stock converted into and shares of common stock, respectively.
During the three months ended September 30, 2025 and 2024, there were and shares of Series B Preferred Stock converted into and shares of common stock, respectively.
During the three months ended December 31, 2025 and 2024, there were and shares of Series B Preferred Stock converted into and shares of common stock, respectively.
As of December 31, 2025, the Company has shares of Series B Preferred Stock issued and outstanding.
Series C Preferred Stock
On October 24, 2023, the Company filed a Certificate of Designation with the State of Delaware to designate shares to be authorized for Series C Preferred Stock.
The criteria established for the Series C Preferred Stock was as follows:
Dividends. Shares of Series C Preferred Stock shall not be entitled to receive any dividend.
Conversion. (a) Automatic Conversion – upon such time the Company shall become listed on a national securities exchange, the Series C Preferred stock shall automatically convert into shares of the Company’s common stock at a conversion price equal to a 25% discount to the public offering price, if the uplist occurs in connection with an underwriters effective registration statement registering the offer and sale of the Company’s common stock, or, in the event that the uplist occurs without a public offering, then the conversion rate shall be a 25% discount to the opening trading price on such national securities exchange. In connection with a public offering, each holder hereby consents to a cutback and/or lockup not to exceed 180 calendar days of its as-converted common stock if such cutback and/or lockup is required by the underwriter of the public offering; and (b) Voluntary Conversion – after the two year anniversary of the issuance of any share of Series C Preferred Stock, and provided that an uplist has not been consummated, the holder may convert their shares of Series C Preferred Stock, at their sole and absolute discretion into shares of common stock at the then fair market value of the common stock.
Redemption. The Series C Preferred Stock shall not be subject to mandatory redemption.
Voting Rights. Holders of Series C Preferred Stock shall have no voting rights.
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Liquidation. In the event of any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary (“Liquidation Event”), before any distribution or payment shall be made to the holders of the Series C Preferred Stock, and after the distribution or payment to the Series A Preferred Stock and Series B Preferred Stock, in accordance with their respective terms, the holders of the Series C Preferred Stock shall be entitled to receive an amount per share equal to the sum of the initial issuance price applicable to such Series C Preferred Stock for each outstanding share of Series C Preferred Stock plus any declared but unpaid dividends on such share. The initial issuance price shall mean $ per share (as adjusted for stock splits, stock dividends, recapitalizations, and similar transactions). If upon, any Liquidation Event, the assets of the Company shall be insufficient to make payment in full to the holders of the Series C Preferred Stock of the applicable Liquidation Preference, then such assets shall be distributed among the holders of the Series C Preferred Stock at the time outstanding, ratably in proportion to the full preferential amounts to which they would otherwise be entitled.
In the period October 24, 2023 through December 31, 2023, the Company issued shares of Series C Preferred Stock for cash, exchange of debt and exchange of warrants.
During the three months ended June 30, 2024, the Company issued shares of Series C Preferred Stock in connection with financing activities.
During the three months ended March 31, 2025, there were shares of Series C Preferred Stock exchanged into shares of common stock. The Company lost $562,000 in the exchange. In addition, shares of Series C Preferred Stock were issued in an exchange of warrants for common stock. This is reflected as a deemed dividend in the consolidated financial statements.
During the three months ended June 30, 2025, there were shares of Series C Preferred Stock exchanged into shares of common stock. The Company lost $98,500 in the exchange. This is reflected as a deemed dividend in the consolidated financial statements.
During the three months ended September 30, 2025, shares of Series C Preferred Stock were cancelled in an exchange of units held in TAP HoldCo.
During the three months ended December 31, 2025, shares of Series C Preferred Stock were converted into common shares.
As of December 31, 2025, there are shares of Series C Preferred Stock issued and outstanding.
Series D Preferred Stock
On July 16, 2024, the Company designated a new Series D Preferred Stock and authorized the issuance of up to shares of this new series. The Series D Preferred Stock is not convertible into common stock and each share issued enables the holder to vote at a ratio of 500,000 common votes for 1 share of Series D Preferred Stock. Also on July 16, 2024, the Company issued shares of Series D Preferred Stock to their CEO for compensation. The value of these shares is $ as this value represents typical CEO compensation for a one-year period.
Common Stock
The Company has shares of common stock, par value $, authorized as of May 21, 2025, increased from . The Company has and shares issued and outstanding as of December 31, 2025 and 2024, respectively. On May 26, 2023 the Board of Directors agreed to increase the number of common shares authorized from shares to shares. The stockholders approved this action on May 29, 2023. This action became effective on July 27, 2023. On January 26, 2024, the Board of Directors agreed to increase the authorized common shares to shares. On October 1, 2024, the Company increased its authorized common shares to shares pursuant to the Definitive 14C filed in September 2024. On May 21, 2025, the Company increased its authorized common shares to pursuant to the Definitive 14C filed April 30, 2025.
In the three months ended March 31, 2024, the Company: (a) issued shares for services rendered valued at $40,000; (b) shares for conversion of notes payable and accrued interest valued at $994,701 that includes a loss on conversion of these shares in the amount of $331,905; (c) shares of common stock in a cashless exchange of warrants; and (d) issued shares of common stock in conversion of Series B Preferred shares.
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In the three months ended June 30, 2024, the Company: (a) issued shares for services rendered valued at $28,000; (b) shares for conversion of notes payable and accrued interest valued at $1,531,152 that includes a loss on conversion of these shares in the amount of $931,608; (c) shares of common stock in a cashless exchange of warrants; and (d) issued shares of common stock in conversion of Series B Preferred shares.
In the three months ended September 30, 2024, the Company: (a) issued shares for services rendered valued at $20,500; (b) shares for conversion of notes payable and accrued interest valued at $527,924 that includes a loss on conversion of these shares in the amount of $263,948; (c) issued shares of common stock in conversion of Series B Preferred shares; and (d) shares in a settlement with a former consultant valued at $210,000.
In the three months ended December 31, 2024, the Company: (a) issued shares for services rendered valued at $14,000; (b) shares for conversion of notes payable and accrued interest valued at $5,458,193 that includes a loss on conversion of these shares in the amount of $3,398,459; (c) issued shares of common stock in conversion of Series B Preferred shares; and (d) shares in a settlement with a former consultant valued at $636,380.
In the three months ended March 31, 2025, the Company: issued (a) shares for an accrued expense valued at $1,380,000; (b) shares in exchange for warrants valued at $220,079, which represents a deemed dividend. The Company received $111,000 for the warrants in April 2024; (c) shares for conversion of notes payable and accrued interest valued at $1,154,152 that includes a loss on conversion of these shares in the amount of $577,315; and (d) issued shares of common stock in exchange of 758 Series C Preferred shares, and the Company recognized a deemed dividend of $ in the exchange.
In the three months ended June 30, 2025, the Company: issued (a) shares for conversion of notes payable and accrued interest valued at $281,280 that includes a loss on conversion of these shares in the amount of $176,541; (b) shares of common stock in exchange of Series C Preferred shares, and the Company recognized a deemed dividend $ in the exchange; (c) shares of common stock in conversion of Series B Preferred shares for shares of Series B Preferred shares; (d) shares of common stock in a settlement valued at $450,000; and (e) shares of common stock originally valued at $200,000 to two of the principals of Multicortex as required under the Joint Venture Agreement, however, this agreement was terminated July 21, 2025 and thus has no economic value. The shares are in process to be cancelled.
In the three months ended September 30, 2025, the Company: issued (a) shares for conversion of notes payable and accrued interest valued at $1,182,413 that includes a loss on conversion of these shares in the amount of $876,414; and (b) issued shares in a settlement with our former CEO. The Company also cancelled shares of common stock to two principals of Multicortex previously issued in the three months ended June 30, 2025.
In the three months ended December 31, 2025, the Company: issued (a) shares for conversion of notes payable and accrued interest valued at $830,261 that includes a gain on conversion of these shares in the amount of $44,080; and (b) issued shares in conversion of Series C Preferred Shares. In addition, the Company recorded $200,000 in stock to be issued in a convertible note conversion. The shares were issued in January 2026.
Stock Incentive Plan
On July 21, 2021, the Company established the 2021 Stock Incentive Plan (the “Plan”) for a total issuance not to exceed shares of common stock. The purpose of the Plan is to promote the long-term growth and profitability of the Company by (i) providing key people with incentives to improve stockholder value and to contribute to the growth and financial success of the Company, and (ii) enabling the Company to attract, retain and reward the best-available persons.
The Plan permits the granting of Stock Options (including incentive stock options qualifying under Code Section 422 and nonqualified stock options), Stock Appreciation Rights, restricted or unrestricted Stock Awards, Restricted Stock Units, Performance Awards, other stock-based awards, or any combination of the foregoing.
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Warrants
Warrants issued in 2025 and 2024 consisted of the following:
On January 31, 2024, the Company issued 100,000,000 warrants with a strike price of $0.001 that expire January 31, 2027 in the issuance of a note payable.
On February 12, 2024, the Company issued 25,000,000 warrants with a strike price of $0.001 that expire February 12, 2027 in the issuance of a note payable.
On March 12, 2024, the Company issued 50,000,000 warrants with a strike price of $0.001 that expire March 12, 2027 in the issuance of a note payable.
On March 26, 2024, the Company issued 50,000,000 warrants with a strike price of $0.001 that expire March 26, 2027 in the issuance of a note payable.
On April 8, 2024, the Company issued 75,000,000 warrants with a strike price of $0.0008 that expire April 8, 2027 for $111,000. These were exchanged for shares of common stock in March 2025, representing a $109,329 loss on exchange. In addition, 30 shares of Series C Preferred Stock were issued in this exchange.
On April 16, 2024, the Company issued 50,000,000 warrants with a strike price of $0.001 that expire April 16, 2027 in the issuance of a note payable.
On May 22, 2024, the Company issued 500,000,000 warrants with a strike price of $0.0006 that expire May 22, 2029 in the issuance of a note payable.
On May 24, 2024, the Company issued 45,000,000 warrants with a strike price of $0.00075 that expire May 24, 2029 in the restructuring of a note payable.
During the years ended December 31, 2025 and 2024, 155,509,804 and 263,000,000 warrants were exchanged or expired.
The following represents a summary of the warrants:
Year Ended December 31, 2025 | Year Ended December 31, 2024 | |||||||||||||||
| Number | Weighted Average Exercise Price | Number | Weighted Average Exercise Price | ||||||||||||
| Beginning balance | 1,733,509,804 | $ | 0.0206 | 1,101,509,804 | $ | 0.03257 | ||||||||||
| Granted | 895,000,000 | 0.00075 | ||||||||||||||
| Exercised | ||||||||||||||||
| Forfeited/Exchanged | (75,000,000 | ) | (263,000,000 | ) | ||||||||||||
| Expired | ) | |||||||||||||||
| Ending balance | 1,578,000,000 | $ | 0.01908 | 1,733,509,804 | $ | 0.0206 | ||||||||||
| Intrinsic value of warrants | $ | $ | 102,250 | |||||||||||||
| Weighted Average Remaining Contractual Life (Years) | ||||||||||||||||
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As of December 31, 2025, warrants are vested.
For the years ended December 31, 2025 and 2024, the Company incurred stock-based compensation expense of $ and $, respectively for the warrants in accordance with ASC 718-10-50-1 and ASC 718-10-50-2. The fair value of the grants was calculated based on the black-scholes calculation using the assumptions reflected in the chart below for both the service-based grants and the performance-based grants.
As of December 31, 2025, there remains unrecognized stock-based compensation expense related to these warrants of $ comprising of service-based grants through June 30, 2026.
The Company recorded $539,817 in interest expense related to previously issued warrants.
Options
As of December 31, 2025, of the May 26, 2022 options as well as options issued in 2021 have been forfeited. As of December 31, 2025, options are exercisable.
Year Ended December 31, 2025 | Year Ended December 31, 2024 | |||||||||||||||
| Number | Weighted Average Exercise Price | Number | Weighted Average Exercise Price | |||||||||||||
| Beginning balance | 3,660,000 | $ | 0.0983 | 3,660,000 | $ | 0.0983 | ||||||||||
| Granted | 1,875,000,000 | 0.00012 | ||||||||||||||
| Exercised | ||||||||||||||||
| Forfeited | ||||||||||||||||
| Expired | ||||||||||||||||
| Ending balance | 1,878,660,000 | $ | 0.0003 | 3,660,000 | $ | 0.0983 | ||||||||||
| Intrinsic value of options | $ | 150,000 | $ | |||||||||||||
| Weighted Average Remaining Contractual Life (Years) | ||||||||||||||||
For the years ended December 31, 2025 and 2024, the Company incurred stock-based compensation expense of $ and $, respectively for the options in accordance with ASC 718-10-50-1 and ASC 718-10-50-2. The fair value of the grants was calculated based on the Black-Scholes calculation using the assumptions reflected in the chart below for the service-based grants.
In September 2025, the Company granted stock options to their three directors. The options have a term of years and the exercise price was the stock price on the date of grant.
Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each option/warrant is estimated using the Black-Scholes valuation model. The following assumptions were used for the periods as follows:
Year Ended December 31, 2025 | Year
Ended | |||||||
| Expected term | - | |||||||
| Expected volatility | % | % | ||||||
| Expected dividend yield | ||||||||
| Risk-free interest rate | % | % | ||||||
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Restricted Stock Units (RSUs)
On February 12, 2022, the Company granted RSUs in the acquisition of the asserts of BizSecure that was recorded as contingent consideration. These RSUs commenced vesting on April 1, 2022.
Year Ended December 31, 2025 | Year Ended December 31, 2024 | |||||||||||||||
| Number | Weighted Average Exercise Price | Number | Weighted Average Exercise Price | ||||||||||||
| Beginning balance | $ | 3,350,000 | $ | 0.1689 | ||||||||||||
| Granted | ||||||||||||||||
| Exercised | ||||||||||||||||
| Forfeited | ||||||||||||||||
| Vested | (3,350,000 | ) | ||||||||||||||
| Ending balance | $ | $ | ||||||||||||||
On December 30, 2022, the Company and BizSecure negotiated a settlement of all claims resulting from the Company’s inability to timely register the shares of common stock issued February 12, 2022 and RSUs that vested during 2022. As a result, the shares of common stock and the RSUs were rescinded effective December 30, 2022. The remaining RSUs will continue to vest in accordance with the original terms and the Company will continue the process to get those RSUs registered for resale and re-negotiate the terms of the common shares to be issued to BizSecure. For the year ended December 31, 2023, RSUs vested. In 2023 of these shares were issued for the vested RSUs. For the year ended December 31, 2024 RSUs vested, and no shares were issued for vested RSUs.
For the year ended December 31, 2024, the Company amortized $565,815 of the contingent consideration to additional paid in capital, respectively for the RSUs.
NOTE 13: RELATED-PARTY TRANSACTIONS
Advances - TAP
As of December 31, 2025, the Company has outstanding $50,966 to TAP which represents advances made above the expenses related to credit card charges made for that company.
Common Stock Issuances
In October 2025, a related party to the Company converted shares of Series C Preferred Stock into shares of Common Stock.
Board of Director Agreements
Effective September 1, 2025, the Company entered into Board of Director agreements with their three board members that require the Company to pay each director a total of $7,500 per month in cash. The Company has expensed the $90,000 for the year ended December 31, 2025. In addition, the Company granted stock options to their three directors. The options have a term of and the exercise price was the stock price on the date of grant.
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NOTE 14: LEGAL PROCEEDINGS
On May 19, 2022, we were named as a defendant in a putative shareholder derivative class action lawsuit filed in the United States District Court for the Southern District of California styled Matt Pasquinelli and Bryan Paysen v. HUMBL, LLC, Brian Foote, Jeffrey Hinshaw and George Sharp, Case No. 22CV0723 AJB BLM. The complaint alleges federal securities law violations by the Company, including false or misleading statements regarding our business and operations, that the HUMBL Pay App did not have the functionality that it promised to investors and that several international business partnerships had a low chance of contributing material revenues to our bottom line, and sales of unregistered securities through our BLOCK Exchange Traded Index products, which plaintiffs allege caused a decline in the market value of our shares of common stock. Plaintiffs seek unspecified monetary damages. On July 7, 2023, the United States District Court for the Southern District of California granted our Motion to Transfer Venue and transferred the case to the District Court of Delaware. On October 30, 2023, we filed a Motion to Dismiss the lawsuit with the District Court of Delaware which the parties have fully briefed. On March 27, 2025, the court granted our motion and dismissed the case without prejudice. On April 10, 2025, the plaintiffs filed an amended complaint. On May 15, 2025, we filed a Motion to Dismiss the amended complaint with the District Court of Delaware. On December 19, 2025, a Memorandum Order was issued by the United States District Court for the District of Delaware has dismissed, with prejudice, the Second Amended Class Action Complaint filed against the Company and the current and former officers and directors, fully terminating the claims against all defendants. On January 15, 2026, the plaintiffs filed a notice of appeal with the United States Court of Appeals for the Third Circuit. On March 5, 2026, following discussions with the Company’s counsel that the appeal was premature in light of the case against one of the defendants in the trial court not being resolved, plaintiffs’ counsel notified the Company that the plaintiffs intended to withdraw the appeal, and the Company consented to the withdrawal. Should the plaintiffs refile their appeal, the Company will vigorously oppose it.
On July 14, 2022, we were named as a defendant in a shareholder derivative class action lawsuit filed in the Delaware Chancery Court styled Mike Armstrong, derivatively on behalf of HUMBL, Inc. v. Brian Foote, Jeffrey Hinshaw, George Sharp, Michele Rivera, and William B. Hoagland (Case No. 2022-0620). This case alleges the same claims as the Pasquinelli litigation described above and also seeks unspecified monetary damages. This case is stayed during the pendency of the shareholder lawsuit described above that has been dismissed. It is the expectation that this case will also be dismissed.
NOTE 15: COMMITMENTS
BRU, LLC
On August 1, 2023, the Company entered into a Master Consulting Agreement (the “Agreement”) and Promissory Note (“Note”) with BRU, LLC (“BRU”). Under the terms of the Agreement, BRU will provide information technology support to the Company for a three-year term. The Company has agreed to pay compensation in common stock and cash. The initial stock consideration is shares of common stock as compensation for past due invoices owed to BRU’s predecessor in interest with a 24-month price floor of $0.003 so that additional shares of common stock will be issued to BRU if the aggregate value of the common stock is less than $ per share on the applicable measurement dates.
Additional shares of common stock will be issued to BRU based on milestones to be mutually agreed to by the Company and BRU by August 11, 2023. The Company will issue shares of its common stock (the “Additional Shares”) upon completion of the milestones that shall not be more than two years after execution of the Agreement. The value of the Additional Shares shall be equal to the number of Additional Shares multiplied by $ (the “Additional Share Value”). On each anniversary of the execution date (the “Anniversary Date”) until the milestones are met, but in no event more than two years from the execution date, the Additional Share Value shall equal the value of the common stock on the Anniversary Date, based on the closing price of the Company’s common stock on the Anniversary Date (the “Anniversary Value”) (as may be adjusted for any reverse split). To the extent the Anniversary Value is lower than the public market value of the Company’s common stock, the Company will issue additional shares to BRU equal to the amount necessary for the total number of common stock and Additional Shares issued under the Agreement to equal the Anniversary Share Value that in no event will be less than $ per share, or, at the Company’s election, pay in cash the difference between the public market value of the Company’s common stock and the Anniversary Share Value.
The Company agreed to make two cash payments to BRU: $100,000 within 10 days following the execution of the Agreement and $400,000 through a Note with an 18-month term that bears no interest unless there is an event of default. The $400,000 cash payments under the Note are due and payable as follows: $100,000 within 45 days after the execution date; (b) $200,000 on the date that is one year from the execution date; and (c) $100,000 on or before the maturity date. The Company agreed to pay BRU $41,666.67 a month for the term of the agreement (subject to annual inflation adjustments) for ongoing technology development services provided by BRU.
The Company amended this agreement on December 17, 2024, and adjusted the schedule of payments due to BRU. In accordance with the revised payment schedule, the Company paid BRU:
| (a) | $750,000 on April 1, 2025; | |
| (b) | First share tranche million shares December 17, 2024; and | |
| (c) | Second tranche of billion shares January 8, 2025. |
Both share issuances have been made and the $750,000 due April 1, 2025 was repaid on April 1, 2025.
Multicortex Joint Venture
On April 3, 2025, HUMBL entered into a Joint Venture Agreement with Multicortex, LLC. Multicortex is a company focusing on artificial intelligence and high-performance computing. Pursuant to the agreement, HUMBL acquired a 51% interest in Multicortex. In exchange, HUMBL will contribute 15% of any funds it raises in any Regulation A+ offering (up to $3,000,000) to fund development of Multicortex’s suite of products. The Company issued 666,666,666 shares of common stock originally valued at $200,000 to two of the principals of Multicortex as required under the Joint Venture Agreement, however, this agreement was terminated July 21, 2025 and thus has no economic value. The shares were cancelled in the three months ended September 30, 2025. For the period April 3, 2025 through termination, there was only nominal activity in this joint venture.
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NOTE 16: INCOME TAXES
The following table summarizes the significant differences between the U.S. Federal statutory tax rate and the Company’s effective tax rate for financial statement purposes for the years ended December 31, 2025 and 2024:
| 2025 | 2024 | |||||||
| Federal income taxes at statutory rate | 21.00 | % | 21.00 | % | ||||
| State income taxes at statutory rate | 9.00 | % | 9.00 | % | ||||
| Permanent differences | 119.45 | % | 0.00 | % | ||||
| Other expenses | 12.73 | % | 0.00 | % | ||||
| Stock compensation | 24.20 | % | 26.85 | % | ||||
| Debt discounts | 4.44 | % | 2.30 | % | ||||
| Change in valuation allowance | (190.82 | )% | (59.15 | )% | ||||
| Totals | 0.00 | % | 0.00 | % | ||||
The following is a summary of the net deferred tax asset as of December 31, 2025 and 2024:
| As of December 31, 2025 | As of December 31, 2024 | |||||||
| Deferred tax assets (liabilities): | ||||||||
| Net operating losses | $ | 5,898,068 | $ | 8,955,320 | ||||
| Stock compensation | 9,158,792 | 7,943,348 | ||||||
| Debt discounts | 561,289 | 338,042 | ||||||
| Other expense | 639,351 | |||||||
| Total deferred tax assets | 16,257,500 | 17,236,710 | ||||||
| Less: Valuation allowance | (16,257,500 | ) | (17,236,710 | ) | ||||
| Net deferred tax assets (liabilities) | $ | $ | ||||||
Section 382 of the Internal Revenue Code provides an annual limitation on the amount of federal NOLs and tax credits that may be used in the event of an ownership change. The Company had a net operating loss carryforward totaling approximately $35,978,125 at December 31, 2025. All NOLs are subject to the Section 382 limitation due to the change in control of the Company.
The Company classifies accrued interest and penalties, if any, for unrecognized tax benefits as part of income tax expense. The Company did not accrue any penalties or interest as of December 31, 2025 and 2024.
The provision (benefit) for income taxes for continuing operations for the year ended December 31, 2025 and 2024 is as follows and represents minimum state taxes:
| Current | $ | $ | ||||||
| Deferred | ||||||||
| Total | $ | $ |
NOTE 17: SUBSEQUENT EVENTS
In January 2026, billion shares related to a note conversion from December 30, 2025 were issued. This balance is reflected as Stock to be Issued on the consolidated balance sheets as of December 31, 2025.
On January 9, 2026, the Company issued shares of common stock in settlement of accrued liabilities.
On January 19, 2026 and January 20, 2026, the Company entered into convertible promissory notes totaling $308,000 to investors at an annual interest rate of 10% maturing in one-year. The notes are convertible any time after six-months from the effective date.
On February 6, 2026, the Company issued shares of common stock in conversion of $140,000 in convertible notes.
On February 11, 2026, the Company entered into a Stock Purchase Agreement with an investor whereby the Company issued common shares for $10,000.
Between January and March, the Company paid $695,000 in License Fees to TAP, Inc. pursuant to a new license agreement being finalized.
On March 1, 2026, the Company entered into a Common Stock Purchase Agreement to issue shares of common stock for $250,000. Additionally, the Company entered into a Common Stock Purchase Agreement on March 24, 2026, to issue shares of common stock for $250,000. As of the date of filing, these shares have not been issued.
On March 24, 2026, the Company entered into an Option to Purchase Agreement with Wasatch Springs Management Holdings, LLC (“Wasatch Springs”) for the potential purchase of the Zermatt Resort in Midway, Utah (the “Option Agreement”). Pursuant to the terms of the Option Agreement, the Company acquired a 60-day option to purchase the Zermatt Resort from Wasatch Springs. The Company paid $250,000 for the option. During the 60-day option period, the Company will assume operational control of the resort, conduct due diligence related to the feasibility of the purchase, and negotiate with the resort’s creditors and debtholders regarding a potential purchase by the Company. If the Company elects to exercise the option and purchase the Zermatt Resort, the purchase price would be the appraised value of the property less any debt assumed by the Company or such other price as the parties mutually agree. The $250,000 option price would be applied toward the purchase price.
Whether the Company’s elects to exercise the option depends on a number of factors, including, but not limited to successful completion of the following: (1) standard due diligence related to the property and resort operations; (2) restructuring negotiations with Wasatch Springs and the resort’s existing creditors and debtholders; (3) capital raising discussions and plans with the Company’s funding sources; and (4) completion of preliminary renovation plans. If any of the foregoing is not successfully completed, the Company would not elect to exercise the option. If the Company does elect to exercise the option, it would do so with the intention of operating the resort and completing a renovation of the property.
In January and February 2026, the remaining $375,000 from the December 29, 2025 convertible note was received by the Company.
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15(d)-15(e) under the Exchange Act) as of December 31, 2025. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2025, our disclosure controls and procedures were not effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
Our management, including our Chief Executive Officer and Chief Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives. However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
ITEM 9B. OTHER INFORMATION
None.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The following table sets forth certain information about our executive officers, key employees and directors as of December 31, 2025.
| Name | Age | Position | ||
| Brian Foote | 47 | Director | ||
| Jeffrey Hinshaw | 39 | Chief Operating Officer; Chief Financial Officer; Director | ||
| Gregory Hopkins | 68 | Chief Executive Officer; Chairman |
Brian Foote has served on our Board of Directors since November 24, 2020. Immediately prior to co-founding our predecessor entity HUMBL LLC in May 2019 (“HUMBL LLC”), Mr. Foote worked as a Strategic Consultant across a variety of projects at Epson from January 2011 to May 2019 including omnichannel marketing, sales and product launch strategies. From March 2005 to February 2011, Mr. Foote worked as a Senior VP of Sales and Marketing at The Wilkinson Group, a consulting group specializing in events and sponsorships. We believe that the broad business experience of Mr. Foote, including his experience with the daily operations of companies as well as with the challenges of growing companies, makes him qualified to be a member of our Board of Directors.
Jeffrey Hinshaw has served as our Chief Operating Officer, Chief Financial Officer, Corporate Secretary and a member of our Board of Directors since November 24, 2020. Immediately prior to co-founding HUMBL LLC in May 2019, Mr. Hinshaw worked as an adjunct faculty at San Diego State University. From July 2017 to November 2017, Mr. Hinshaw worked as a business analyst at Sempra Energy. From February 2015 to November 2018, Mr. Hinshaw worked as a strategic advisor to Balance Tracking Systems. From August 2012 to May 2014, Mr. Hinshaw worked as a graduate researcher in biomechanics at San Diego State University. We believe that this varied experience makes him qualified to be a member of our Board of Directors.
Gregory L. Hopkins was appointed as CEO on September 16, 2025, and to the Board of Directors and as Chairman on December 30, 2025. Mr. Hopkins brings extensive experience across public companies, private enterprises, and government service. In the public company sector, Mr. Hopkins served as Senior Vice President at Energy Solutions, a global energy services company. In government, Mr. Hopkins served as Chief of Staff to Senator Robert Bennett and was appointed by President George H.W. Bush as a Presidential Appointee. Mr. Hopkins holds a B.S. in Political Science from the University of Utah.
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Board of Directors and Corporate Governance
When considering whether directors have the experience, qualifications, attributes and skills to enable the Board of Directors to satisfy its oversight responsibilities effectively in light of our business and structure, the Board of Directors focuses primarily on the information discussed in each of the directors’ individual biographies as set forth above. The Board considered their day-to-day operational leadership of our company and in-depth knowledge of our business and experience in corporate management that will assist our corporate governance.
The Board of Directors periodically reviews relationships that directors have with our company to determine whether the directors are independent. Directors are considered “independent” as long as they do not accept any consulting, advisory or other compensatory fee (other than director fees) from us, are not an affiliated person of our company or our subsidiaries (e.g., an officer or a greater than 10% stockholder) and are independent within the meaning of applicable United States laws, regulations and the Nasdaq Capital Market listing rules. In this latter regard, the Board of Directors uses the Nasdaq Marketplace Rules (specifically, Section 5605(a)(2) of such rules) as a benchmark for determining which, if any, of our directors are independent, solely in order to comply with applicable SEC disclosure rules.
Director or Officer Involvement in Certain Legal Proceedings
Our directors and executive officers were not involved in any legal proceedings as described in Item 401(f) of Regulation S-K in the past ten years.
Directors and Officers Liability Insurance
The Company has had a directors’ and officers’ liability insurance policy in place since September 7, 2021. Our officers and directors have indemnification rights under applicable laws, and our certificate of incorporation and bylaws.
Code of Ethics
We have adopted a written code of ethics that applies to all of our directors, officers and employees in accordance with the rules of OTC Markets and the SEC. We will post a copy of our code of ethics on our website, and intend to post amendments to this code, or any waivers of its requirements, as well.
Conflicts of Interest
We comply with applicable state law with respect to transactions (including business opportunities) involving potential conflicts. Applicable state corporate law requires that all transactions involving our company and any director or executive officer (or other entities with which they are affiliated) are subject to full disclosure and approval of the majority of the disinterested independent members of our Board of Directors, approval of the majority of our stockholders or the determination that the contract or transaction is intrinsically fair to us. More particularly, our policy is to have any related party transaction (i.e., transactions involving a director, an officer or an affiliate of our company) be approved solely by a majority of the disinterested independent directors serving on the Board of Directors. We expect to have at least three independent directors serving on the Board of Directors and intend to maintain a Board of Directors consisting of a majority of independent directors.
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Indemnification of Directors and Executive Officers
Section 145 of the Delaware General Corporation Law provides for, under certain circumstances, the indemnification of our officers, directors, employees and agents against liabilities that they may incur in such capacities. Below is a summary of the circumstances in which such indemnification is provided.
In general, the statute provides that any director, officer, employee or agent of a corporation may be indemnified against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred in a proceeding (including any civil, criminal, administrative or investigative proceeding) to which the individual was a party by reason of such status. Such indemnity may be provided if the indemnified person’s actions resulting in the liabilities: (i) were taken in good faith; (ii) were reasonably believed to have been in or not opposed to our best interests; and (iii) with respect to any criminal action, such person had no reasonable cause to believe the actions were unlawful. Unless ordered by a court, indemnification generally may be awarded only after a determination of independent members of the Board of Directors or a committee thereof, by independent legal counsel or by vote of the stockholders that the applicable standard of conduct was met by the individual to be indemnified.
The statutory provisions further provide that to the extent a director, officer, employee or agent is wholly successful on the merits or otherwise in defense of any proceeding to which he or she was a party, he or she is entitled to receive indemnification against expenses, including attorneys’ fees, actually and reasonably incurred in connection with the proceeding.
Indemnification in connection with a proceeding by us or in our right in which the director, officer, employee or agent is successful is permitted only with respect to expenses, including attorneys’ fees actually and reasonably incurred in connection with the defense. In such actions, the person to be indemnified must have acted in good faith, in a manner believed to have been in our best interests and must not have been adjudged liable to us, unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expense which the Court of Chancery or such other court shall deem proper. Indemnification is otherwise prohibited in connection with a proceeding brought on our behalf in which a director is adjudged liable to us, or in connection with any proceeding charging improper personal benefit to the director in which the director is adjudged liable for receipt of an improper personal benefit.
Delaware law authorizes us to reimburse or pay reasonable expenses incurred by a director, officer, employee or agent in connection with a proceeding in advance of a final disposition of the matter. Such advances of expenses are permitted if the person furnishes to us a written agreement to repay such advances if it is determined that he or she is not entitled to be indemnified by us.
The statutory section cited above further specifies that any provisions for indemnification of or advances for expenses does not exclude other rights under our certificate of incorporation, by-laws, resolutions of our stockholders or disinterested directors, or otherwise. These indemnification provisions continue for a person who has ceased to be a director, officer, employee or agent of the corporation and inure to the benefit of the heirs, executors and administrators of such persons.
The statutory provision cited above also grants us the power to purchase and maintain insurance policies that protect any director, officer, employee or agent against any liability asserted against or incurred by him or her in such capacity arising out of his or her status as such. Such policies may provide for indemnification whether or not the corporation would otherwise have the power to provide for it.
At present, we do not maintain directors’ and officers’ liability insurance in order to limit the exposure to liability for indemnification of directors and officers, including liabilities under the Securities Act; however, we are in the process of obtaining such insurance.
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ITEM 11. EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
Compensation Philosophy
This section discusses the principles underlying our policies and decisions with respect to the compensation of our executive officers and what we believe are the most important factors relevant to an analysis of these policies and decisions. This section also describes the material elements of compensation awarded to, earned by or paid to each of our named executive officers as of December 31, 2025 and 2024. Our “named executive officers” for 2025 were Brian Foote, Jeff Hinshaw, Thiago Moura (former CEO), and Gregory Hopkins. The compensation of our other current executive officers is based on individual terms approved by our board of directors.
Our compensation committee oversees these compensation policies and, together with our board of directors, periodically evaluates the need for revisions to ensure our compensation program is competitive with the companies with which we compete for executive talent.
Objectives and Philosophy of Our Executive Compensation Program
The primary objectives of the board of directors in designing our executive compensation program are to:
| ● | attract, retain and motivate experienced and talented executives; | |
| ● | ensure executive compensation is aligned with our corporate strategies, research and development programs and business goals; | |
| ● | recognize the individual contributions of executives while fostering a shared commitment among executives by aligning their individual goals with our corporate goals; | |
| ● | promote the achievement of key strategic, development and operational performance measures by linking compensation to the achievement of measurable corporate and individual performance goals; and | |
| ● | align the interests of our executives with our stockholders by rewarding performance that leads to the creation of stockholder value. |
Our board of directors and compensation committee will evaluate our executive compensation program with the goal of setting and maintaining compensation at levels that are justifiable based on each executive’s level of experience, performance and responsibility and that the board believes are competitive with those of other companies in our industry and our region that compete with us for executive talent. In addition, our executive compensation program will tie a substantial portion of each executive’s overall compensation to key strategic, financial and operational goals. We have provided, and expect to continue to provide, a portion of our executive compensation in the form of stock options and restricted stock that vest over time, which we believe helps to retain our executives and aligns their interests with those of our stockholders by allowing them to participate in the longer-term success of our company as reflected in stock price appreciation.
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Use of Compensation Consultants and Market Benchmarking
For purposes of determining total compensation and the primary components of compensation for our executive officers in 2025, we did not retain the services of a compensation consultant or use survey information or compensation data to engage in benchmarking. In the future, we expect that our compensation committee will consider publicly available compensation data for national and regional companies in the Web 3 industry to help guide its executive compensation decisions at the time of hiring and for subsequent adjustments in compensation. Even if we retain the services of an independent compensation consultant to provide additional comparative data on executive compensation practices in our industry and to advise on our executive compensation program generally, our board of directors and future compensation committee will ultimately make their own decisions about these matters.
Our annual cash bonus program is based upon the achievement of specified annual corporate and individual goals that will be established in advance by our board of directors or compensation committee. Our annual cash bonus program emphasizes pay-for-performance and is intended to closely align executive compensation with achievement of specified operating results as the amount is calculated on the basis of percentage of corporate goals achieved. The performance goals established by our compensation committee is based on the business strategy of the company and the objective of building stockholder value. There are three steps to determine if and the extent to which an annual cash bonus is payable to a named executive officer. First, at the beginning of the year, our compensation committee determines the target annual cash incentive award for the named executive officer based on a percentage of the officer’s annual base salary for that year. Second, the compensation committee establishes the specific performance goals, including both corporate and individual objectives, that must be met for the officer to receive the award. Third, shortly after the end of the year, the compensation committee determines the extent to which these performance goals were met and the amount of the award. Our compensation committee works with our chief executive officer to develop corporate and individual goals that they believe can be reasonably achieved with hard work over the course of the year and will target total cash compensation, consisting of base salaries and target annual cash bonuses.
Stock-Based Awards
Our equity award program is the primary vehicle for offering long-term incentives to our executives. While we do not have any equity ownership guidelines for our executives, we believe that equity grants provide our executives with a strong link to our long-term performance, create an ownership culture and help to align the interests of our executives and our stockholders. In addition, the vesting feature of our equity awards contributes to executive retention by providing an incentive for our executives to remain in our employ during the vesting period. Currently, our executives are eligible to participate in our 2021 stock incentive plan, which we refer to as the 2019 Plan. Our employees and executives are eligible to receive stock-based awards pursuant to our 2019 Plan. Under our 2019 Plan, executives are eligible to receive grants of stock options, restricted stock awards, restricted stock unit awards, stock appreciation rights and other stock-based equity awards at the discretion of our board of directors.
Our employee equity awards are typically in the form of stock options. Because our executives profit from stock options only if our stock price increases relative to the stock option’s exercise price, we believe stock options provide meaningful incentives for our executives to achieve increases in the value of our stock over time. While we currently expect to continue to use stock options as the primary form of equity awards that we grant, we may in the future use alternative forms of equity awards, such as restricted stock and restricted stock units. To date, we have generally used equity awards to compensate our executive officers in the form of initial grants in connection with the commencement of employment. In the future, we also generally plan to grant equity awards on an annual basis to our executive officers. We may also make additional discretionary grants, typically in connection with the promotion of an employee, to reward an employee, for retention purposes or in other circumstances recommended by management.
In general, the equity awards that we expect to grant to our executives will vest with respect to 25% of the shares on the first anniversary of the grant date and with respect to the remaining shares in approximately equal quarterly installments through the fourth anniversary of the grant date. Vesting ceases upon termination of employment and exercise rights cease shortly after termination of employment. Prior to the exercise of a stock option, the holder has no rights as a stockholder with respect to the shares subject to such option, including voting rights or the right to receive dividends or dividend equivalents.
We will grant, stock options with exercise prices that are set at no less than the fair value of shares of our common stock on the date of grant as determined by our board of directors.
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Benefits and Other Compensation
We believe that establishing competitive benefit packages for our employees is an important factor in attracting and retaining highly qualified personnel. We expect to maintain broad-based benefits that are provided to all employees, including health and dental insurance, life and disability insurance, and a 401(k) plan. All of our executives will be eligible to participate in all of our employee benefit plans, in each case on the same basis as other employees.
In certain circumstances, we may award cash signing bonuses or may reimburse relocation expenses when executives first join us. Whether a signing bonus is paid or relocation expenses are reimbursed, and the amount of either such benefit, is determined by our board of directors on a case-by-case basis based on the specific hiring circumstances and the recommendation of our chief executive officer.
Severance and Change in Control Benefits
Pursuant to agreements we expect to enter into with certain of our executives, these executives will be entitled to specified benefits in the event of the termination of their employment under specified circumstances, including termination following a change in control of our company.
We believe providing these benefits helps us compete for executive talent. Based on the substantial business experience of the members of our board of directors, we believe that our severance and change in control benefits are generally in line with severance packages offered to executives by companies at comparable stages of development in our industry and related industries.
Risk Considerations in Our Compensation Program
Our board of directors is evaluating the philosophy and standards on which our compensation plans will be implemented across our company. It is our belief that our compensation programs do not, and in the future will not, encourage inappropriate actions or risk taking by our executive officers. We do not believe that any risks arising from our employee compensation policies and practices are reasonably likely to have a material adverse effect on our company. In addition, we do not believe that the mix and design of the components of our executive compensation program will encourage management to assume excessive risks. We believe that our current business process and planning cycle fosters the behaviors and controls that would mitigate the potential for adverse risk caused by the action of our executives. We believe that the following aspects of our executive compensation program that we plan to implement will mitigate the potential for adverse risk caused by the action of our executives:
| ● | annual establishment of corporate and individual objectives for our performance-based cash bonus programs for our executive officers, which we expect to be consistent with our annual operating and strategic plans, designed to achieve the proper risk/reward balance and not require excessive risk taking to achieve; | |
| ● | the mix between fixed and variable, annual and long-term and cash and equity compensation, which we expect to be designed to encourage strategies and actions that balance the company’s short-term and long-term best interests; and | |
| ● | equity incentive awards that vest over a period of time, which we believe will encourage executives to take a long-term view of our business. |
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Tax and Accounting Considerations
Section 162(m) of the Internal Revenue Code of 1986, as amended, or the Code, generally disallows a tax deduction for compensation in excess of $1,000,000 per person paid to a publicly traded company’s chief executive officer and three other most highly paid officers, other than the chief financial officer. Qualifying performance-based compensation is not subject to the deduction limitation if specified requirements are met. We will periodically review the potential consequences of Section 162(m), however, the board of directors may, in its judgment, authorize compensation payments that do not comply with the exemptions in Section 162(m) when it believes that such payments are appropriate to attract and retain executive talent and are in the best interests of our stockholders.
We account for equity compensation paid to our employees in accordance with Financial Accounting Standards Board, or FASB, Accounting Standard Codification Topic 718, Compensation—Stock Compensation, or ASC 718, which requires us to measure and recognize compensation expense in our financial statements for all share-based payments based on an estimate of their fair value over the service period of the award. We record cash compensation as an expense at the time the obligation is accrued.
Summary Compensation Table
Our summary compensation to our named executives for the years ended December 31, 2025 and 2024 are as follows.
| Name and Position | Years | Salary | Bonus | Stock Awards | Option Awards | Non-equity Incentive Plan Compensation | Non-qualified Deferred Compensation Earnings | All Other Compensation | Total | |||||||||||||||||||||||||||
| Brian Foote, | 2025 | $ | 30,000 | - | $ | 75,000 | - | - | - | $ | 105,000 | |||||||||||||||||||||||||
| Former Chairman, President and Chief Executive Officer | 2024 | $ | 1 | - | - | - | - | - | $ | 1 | ||||||||||||||||||||||||||
| Jeffrey Hinshaw | 2025 | $ | 120,000 | - | $ | 75,000 | - | - | $ | 30,000 | $ | 225,000 | ||||||||||||||||||||||||
| Chief Operating Officer, Chief Financial Officer | 2024 | $ | 120,000 | - | - | - | - | - | $ | 120,000 | ||||||||||||||||||||||||||
| Gregory Hopkins, | 2025 | $ | 30,000 | - | $ | 75,000 | - | - | - | $ | 105,000 | |||||||||||||||||||||||||
| CEO and Chairman | 2024 | - | - | - | - | - | - | - | $ | - | ||||||||||||||||||||||||||
| - | - | - | - | - | ||||||||||||||||||||||||||||||||
| Thiago Moura | 2025 | $ | - | - | - | - | - | - | - | $ | - | |||||||||||||||||||||||||
| Former Chief Executive Officer, President and Chairman (1) | 2024 | $ | - | - | - | - | - | - | - | $ | - | |||||||||||||||||||||||||
| (1) | Thiago Moura resigned as an officer and director on September 1, 2025. |
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Employment and Advisory Agreements
On July 13, 2021, we entered into a new employment agreement with Brian Foote, our former Chairman, President and Chief Executive Officer; and Jeffrey Hinshaw, our Chief Operating Officer, and Corporate Secretary. The employment agreements are all in the same form and provide that Mr. Foote will receive a salary of $1 and Mr. Hinshaw will receive a salary of $120,000 a year. Mr. Foote’s employment agreement terminated when he resigned as President and Chief Executive Officer. On September 16, 2025, we entered into an Executive Employment Agreement with our Chief Executive Officer, Gregory Hopkins. Mr. Hopkins received 250,000,000 of common stock pursuant to the Employment Agreement, payable in 2026.
Each of the above employment agreements provides for termination by us upon the death or disability (defined as three aggregate months of incapacity during any 365-consecutive day period) or upon conviction of a felony crime of moral turpitude or a material breach of his obligations to us. In the event the employment agreement is terminated by us without cause or the employee resigns for good reason, the terminated employee will be entitled to compensation for the balance of the term.
Each executive also entered into a confidentiality and invention assignment agreement in conjunction with his or her employment agreement which contains covenants prohibiting him or her from disclosure of confidential information regarding our company at any time.
Equity Compensation Plan Information
On July 21, 2021, our Board of Directors and stockholders adopted our 2021 Stock Incentive Plan (the “2021 Plan”). The purpose of the Plan is to provide an incentive to attract and retain directors, officers, consultants, advisors and employees whose services are considered valuable, to encourage a sense of proprietorship, and to stimulate an active interest of these persons in our development and financial success. Under the Plan, we are authorized to issue up to 20,000,000 shares of Common Stock, including incentive stock options intended to qualify under Section 422 of the Internal Revenue Code of 1986, as amended, non-qualified stock options, stock appreciation rights, performance shares, restricted stock and long-term incentive awards.
Administration. The 2021 Plan is administered by the Board of Directors or the committee or committees as may be appointed by the Board of Directors from time to time (the “Administrator”). The Administrator determines the persons who are to receive awards, the types of awards to be granted, the number of shares subject to each such award and the terms and conditions of such awards. The Administrator also has the authority to interpret the provisions of the 2021 Plan and of any awards granted there under and to modify awards granted under the 2021 Plan. The Administrator may not, however, reduce the price of options or stock appreciation rights issued under the 2021 Plan without prior approval of the Company’s shareholders.
Eligibility. The 2021 Plan provides that awards may be granted to employees, officers, directors and consultants of the Company or of any parent, subsidiary or other affiliate of the Company as the Administrator may determine. A person may be granted more than one award under the 2021 Plan.
Shares that are subject to issuance upon exercise of an option under the 2021 Plan but cease to be subject to such option for any reason (other than exercise of such option), and shares that are subject to an award granted under the 2021 Plan but are forfeited or repurchased by the Company at the original issue price, or that are subject to an award that terminates without shares being issued, will again be available for grant and issuance under the 2021 Plan.
Terms of Options and Stock Appreciation Rights. The Administrator determines many of the terms and conditions of each option and SAR granted under the 2021 Plan, including whether the option is to be an incentive stock option or a non-qualified stock option, whether the SAR is a related SAR or a freestanding SAR, the number of shares subject to each option or SAR, and the exercise price of the option and the periods during which the option or SAR may be exercised. Each option and SAR is evidenced by a grant agreement in such form as the Administrator approves and is subject to the following conditions (as described in further detail in the 2021 Plan):
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(a) Vesting and Exercisability: Options, restricted shares and SARs become vested and exercisable, as applicable, within such periods, or upon such events, as determined by the Administrator in its discretion and as set forth in the related grant agreement. The term of each option is also set by the Administrator. However, a related SAR will be exercisable at the time or times, and only to the extent, that the option is exercisable and will not be transferable except to the extent that the option is transferable. A freestanding SAR will be exercisable as determined by the Administrator but in no event after 10 years from the date of grant.
(b) Exercise Price: Each grant agreement states the related option exercise price, which, in the case of SARs, may not be less than 100% of the fair market value of the Company’s shares of common stock on the date of the grant. The exercise price of an incentive stock option granted to a 10% stockholder may not be less than 110% of the fair market value of shares of the Company’s common stock on the date of grant.
(c) Method of Exercise: The option exercise price is typically payable in cash, common stock or a combination of cash of common stock, as determined by the Administrator, but may also be payable, at the discretion of the Administrator, in a number of other forms of consideration.
(d) Recapitalization; Change of Control: The number of shares subject to any award, and the number of shares issuable under the 2021 Plan, are subject to proportionate adjustment in the event of a stock dividend, spin-off, split-up, recapitalization, merger, consolidation, business combination or exchange of shares and the like. Except as otherwise provided in any written agreement between the participant and the Company in effect when a change in control occurs, in the event an acquiring company does not assume plan awards (i) all outstanding options and SARs shall become fully vested and exercisable; (ii) for performance-based awards, all performance goals or performance criteria shall be deemed achieved at target levels and all other terms and conditions met, with award payout prorated for the portion of the performance period completed as of the change in control and payment to occur within 45 days of the change in control; (iii) all restrictions and conditional applicable to any restricted stock award shall lapse; (iv) all restrictions and conditions applicable to any restricted stock units shall lapse and payment shall be made within 45 days of the change in control; and (v) all other awards shall be delivered or paid within 45 days of the change in control.
(e) Other Provisions: The option grant and exercise agreements authorized under the 2021 Plan, which may be different for each option, may contain such other provisions as the Administrator deems advisable, including without limitation, (i) restrictions upon the exercise of the option and (ii) a right of repurchase in favor of the Company to repurchase unvested shares held by an optionee upon termination of the optionee’s employment at the original purchase price.
Amendment and Termination of the 2021 Plan. The Administrator, to the extent permitted by law, and with respect to any shares at the time not subject to awards, may suspend or discontinue the 2021 Plan or amend the 2021 Plan in any respect; provided that the Administrator may not, without approval of the stockholders, amend the 2021 Plan in a manner that requires stockholder approval.
Grants of Plan-Based Awards in 2025
There were no grants of plan-based awards to our named executive officers during the fiscal year ended December 31, 2025 except the 1,875,000,000 in stock options noted below.
Outstanding Equity Awards at December 31, 2025
We granted 1,875,000,000 in stock options to our officers and directors in 2025 under the Company’s equity incentive plan.
Nonqualified Deferred Compensation
We do not maintain any nonqualified deferred compensation plans.
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Defined Contribution Plan
We do not currently have a defined contribution plan.
2025 Director Compensation
We currently do not have a formal non-employee director compensation policy. However, in the event we have non-employee directors we intend to reimburse them for their reasonable expenses incurred in connection with attending our board of directors and committee meetings, and we may in the future grant stock options and pay cash compensation to those non-employee directors.
Limitation of Liability and Indemnification
Our certificate of incorporation provides that we are authorized to provide indemnification and advancement of expenses to our directors, officers and other agents to the fullest extent permitted by Delaware General Corporation Law.
In addition, our certificate of incorporation limits the personal liability of directors for breach of fiduciary duty to the maximum extent permitted by the Delaware General Corporation Law and provides that no director will have personal liability to us or to our stockholders for monetary damages for breach of fiduciary duty or other duty as a director. However, these provisions do not eliminate or limit the liability of any of our directors for:
| ● | any breach of the director’s duty of loyalty to the corporation or its stockholders; | |
| ● | any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law; | |
| ● | unlawful payments of dividends or unlawful stock repurchases or redemptions; or | |
| ● | any transaction from which the director derived an improper personal benefit. |
Any amendment to or repeal of these provisions will not eliminate or reduce the effect of these provisions in respect of any act, omission or claim that occurred or arose prior to such amendment or repeal. If the Delaware General Corporation Law is amended to provide for further limitations on the personal liability of directors of corporations, then the personal liability of our directors will be further limited to the greatest extent permitted by the Delaware General Corporation Law.
Our certificate of incorporation also provides that we must indemnify our directors and officers and we must advance expenses, including attorneys’ fees, to our directors and officers in connection with legal proceedings, subject to very limited exceptions.
We maintain a general liability insurance policy that covers certain liabilities of our directors and officers arising out of claims based on acts or omissions in their capacities as directors or officers.
Compensation Committee Interlocks and Insider Participation
None of our officers currently serves, or has served during the last completed fiscal year, on the compensation committee or board of directors of any other entity that has one or more officers serving as a member of our board of directors.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth, as of December 31, 2025, certain information concerning the beneficial ownership of our capital stock, including our common stock, and stock options as converted into common stock basis, by:
| ● | each stockholder known by us to own beneficially 5% or more of any class of our outstanding stock; | |
| ● | each director; | |
| ● | each named executive officer; | |
| ● | all of our executive officers and directors as a group; and | |
| ● | each person, or group of affiliated persons, who is known by us to beneficially own more than 5% of any class of our outstanding stock. |
The column entitled “Percentage of Class” is based on 53,618,782,943 shares of common stock outstanding as of December 31, 2025. Beneficial ownership is determined in accordance with the rules and regulations of the SEC and includes voting or investment power with respect to our common stock. Shares of our common stock subject to options that are currently exercisable or exercisable within 60 days of December 31, 2025, are considered outstanding and beneficially owned by the person holding the options for the purpose of calculating the percentage ownership of that person but not for the purpose of calculating the percentage ownership of any other person. Except as otherwise noted, we believe the persons and entities in this table have sole voting and investing power with respect to all of the shares of our common stock beneficially owned by them, subject to community property laws, where applicable.
| Name and Address of Beneficial Owner | Class of Securities | # of Shares | % of Class | % of Voting Shares(2) | ||||||||||
| Brian Foote(1) | Common | 11,894,304 | * | * | ||||||||||
| Series A Preferred | 7,000,000 | 100 | % | 4 | % | |||||||||
| Series B Preferred | 190,459 | 54.56 | % | 1.9 | % | |||||||||
| Series D Preferred | 100,000 | 100 | % | 53.62 | % | |||||||||
| Jeffrey Hinshaw(1) | Common | 100,060,000 | * | * | ||||||||||
| Series B Preferred | 30,263 | 8.66 | % | * | ||||||||||
| Gregory Hopkins(1) | Common | 0 | - | - | ||||||||||
| All Officers and Directors as a Group (3 persons) | ||||||||||||||
| Common | 111,954,304 | * | % | * | % | |||||||||
| Series A Preferred | 7,000,000 | 100 | % | 4 | % | |||||||||
| Series B Preferred | 220,722 | 63.22 | % | 2.2 | % | |||||||||
| Series D Preferred | 100,000 | 100 | % | 33.3 | % | |||||||||
| (1) | Officer and/or director of our Company. |
| (2) | Voting control is based on a total of 113,723,232,943 voting rights attributable to shares of our commons stock with one vote per share, shares of our Series A Preferred stock with 1,000 votes per share and shares of our Series B Preferred stock with 10,000 votes per share, shares of our Series C Preferred stock have no voting rights, shares of our Series D Preferred Stock vote with 500,000 votes per shares. |
| * | less than 1% of the issued and outstanding shares of common stock |
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Since December 31, 2020, we have engaged in the following transactions in an amount that exceeds $120,000 with our directors, executive officers, holders of more than 5% of our voting securities, and affiliates or immediately family members of our directors, executive officers and holders of more than 5% of our voting securities, and our co-founders. We believe that all of these transactions were on terms as favorable as could have been obtained from unrelated third parties.
Since February 2, 2022, we have entered into five loan transactions with Sartorii, LLC, an entity owned by our former CEO Brian Foote’s parents. All of these previous outstanding loans from Sartorii, LLC were subsequently exchanged for 8,775 shares of Series C Preferred Stock of the Company. All transactions were made at arm’s length and approved by the disinterested directors. We have a new loan with Sartorii, LLC in the amount of $353,000 that was repaid in the year ended December 31, 2025.
Advances - TAP
As of December 31, 2025, the Company has outstanding $50,966 to TAP which represents advances made above the expenses related to credit card charges made for that company. TAP is a related party as the Company shares common directors.
Common Stock Issuances
In October 2025, a related party to the Company converted 220 shares of Series C Preferred Stock into 2,200,000,000 shares of Common Stock.
Board of Director Agreements
Effective September 1, 2025, the Company entered into Board of Director agreements with their three board members that require the Company to pay each director a total of $7,500 per month in cash. The Company has expensed the $90,000 for the year ended December 31, 2025. In addition, the Company granted 1,875,000,000 stock options to their three directors. The options have a term of 10 years and the exercise price was the stock price on the date of grant. See the Summary Compensation Table in Item 11 that references these grants.
Policies and Procedures for Related Person Transactions
Our board of directors has adopted written policies and procedures for the review of any transaction, arrangement or relationship in which we are a participant, the amount involved exceeds the lesser of one percent of the average of our total assets for our last two fiscal years or $120,000, and one of our executive officers, directors, director nominees or 5% stockholders (or their immediate family members), each of whom we refer to as a “related person,” has a direct or indirect material interest.
If a related person proposes to enter into such a transaction, arrangement or relationship, which we refer to as a “related person transaction,” the related person must report the proposed related person transaction to our chief legal officer or, in the event we do not have a chief legal officer, to our principal financial officer. The policy calls for the proposed related person transaction to be reviewed and, if deemed appropriate, approved by the audit committee of our board of directors. Whenever practicable, the reporting, review and approval will occur prior to entry into the transaction. If advance review and approval is not practicable, the committee will review, and, in its discretion, may ratify the related person transaction. The policy also permits the chairman of the committee to review and, if deemed appropriate, approve proposed related person transactions that arise between committee meetings, subject to ratification by the committee at its next meeting. Any related person transactions that are ongoing in nature will be reviewed annually.
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A related person transaction reviewed under the policy will be considered approved or ratified if it is authorized by the committee after full disclosure of the related person’s interest in the transaction. As appropriate for the circumstances, the committee will review and consider:
| ● | the related person’s interest in the related person transaction; | |
| ● | the approximate dollar value of the amount involved in the related person transaction; | |
| ● | the approximate dollar value of the amount of the related person’s interest in the transaction without regard to the amount of any profit or loss; | |
| ● | whether the transaction was undertaken in the ordinary course of our business; | |
| ● | whether the terms of the transaction are no less favorable to us than terms that could have been reached with an unrelated third party; | |
| ● | the purpose of, and the potential benefits to us of, the transaction; and | |
| ● | any other information regarding the related person transaction or the related person in the context of the proposed transaction that would be material to investors in light of the circumstances of the particular transaction. |
The committee may approve or ratify the transaction only if the committee determines that, under all of the circumstances, the transaction is not inconsistent with our best interests. The committee may impose any conditions on the related person transaction that it deems appropriate.
In addition to the transactions that are excluded by the instructions to the SEC’s related person transaction disclosure rule, our board of directors has determined that the following transactions do not create a material direct or indirect interest on behalf of related persons and, therefore, are not related person transactions for purposes of this policy:
| ● | interests arising solely from the related person’s position as an executive officer of another entity (whether or not the person is also a director of such entity), that is a participant in the transaction, where (a) the related person and all other related persons own in the aggregate less than a 10% equity interest in such entity, (b) the related person and his or her immediate family members are not involved in the negotiation of the terms of the transaction and do not receive any special benefits as a result of the transaction and (c) the amount involved in the transaction equals less than the greater of $200,000 or 5% of the annual consolidated gross revenues of the other entity that is a party to the transaction; and | |
| ● | a transaction that is specifically contemplated by provisions of our charter or by-laws. |
The policy provides that transactions involving compensation of executive officers shall be reviewed and approved by the compensation committee in the manner specified in its charter.
Director Independence
We have no members of our board of directors who are independent as defined under NASDAQ Marketplace Rules.
There are no family relationships among any of our directors or executive officers.
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ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Our Board of Directors has approved Fruci & Associates II, PLLC (“Fruci”) to continue as our independent registered public accounting firm to audit our financial statements for the fiscal years ending December 31, 2024 and 2025.
During the Company’s most recent fiscal years, neither we nor anyone acting on our behalf consulted with Fruci regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements, and neither a written report nor oral advice was provided to the Company that Fruci concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).
Audit Fees
The aggregate fees incurred by the Company’s principal accountant for the audit of the Company’s annual financial statements, review of financial statements included in the quarterly reports and other fees that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for the years ended December 31, 2025 and 2024 were $95,000, and $131,250, respectively.
Audit Related Fees
The aggregate fees billed for professional services that are reasonably related to the performance of the audit or review of the Company’s financial statements but are not reported “Audit Fees” for the years ended December 31, 2025 and 2024 in the amounts of $0 and $0, respectively.
Tax Fees
The aggregate fees billed for professional services rendered by BiggsKofford for tax compliance, tax advice and tax planning during the years ended December 31, 2025 and 2024 were $29,825 and $20,000, respectively.
All Other Fees
Other fees billed for products or services provided by the Company’s principal accountant during the years ended December 31, 2025 and 2024 in the amounts of $0 and $11,250 respectively. These fees relate to services provided for consent in regulatory filings.
Auditor Independence
In our fiscal years ended December 31, 2025 and 2024, there were no professional services provided, other than those listed above, that would require our Board of Directors to consider their compatibility with maintaining the independence of Fruci.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
INDEX TO FINANCIAL STATEMENTS
| (a) | Financial Statements filed as part of this Form 10-K: |
TAP Real Estate Technologies, Inc. December 31, 2025 and 2024 Consolidated Financial Statements
| Report of Independent Registered Public Accounting Firm (PCAOB ID: #05525) (Fruci & Associates II, PLLC) | 26 |
| Consolidated Balance Sheets | 27 |
| Consolidated Statements of Operations | 28 |
| Consolidated Statements of Changes in Stockholders’ Equity (Deficit) | 29 |
| Consolidated Statements of Cash Flows | 30 |
| Notes to Consolidated Financial Statements | 31 |
| (b) | Exhibits. |
See the Exhibit Index immediately following the signature page to this Annual Report on Form 10-K.
ITEM 16. FORM 10-K SUMMARY
None.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, California, on March 31, 2026.
| TAP REAL ESTATE TECHNOLOGIES, INC. | ||
| By: | /s/ Gregory Hopkins | |
| Name: | Gregory Hopkins | |
| Title: | Chief Executive Officer | |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Gregory Hopkins as their true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for them and in their name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to sign any registration statement for the same offering covered by this registration statement that is to be effective on filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement on Form 10-K has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Gregory Hopkins | CEO (principal executive officer) and Chairman | March 31, 2026 | ||
| Gregory Hopkins | ||||
| /s/ Jeffrey Hinshaw | COO, CFO (principal financial officer) and Director | March 31, 2026 | ||
| Jeffrey Hinshaw | ||||
| /s/ Brian Foote | Director | March 31, 2026 | ||
| Brian Foote | ||||
| */s/ Gregory Hopkins | As Attorney-In-Fact* | March 31, 2026 | ||
| Gregory Hopkins |
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EXHIBIT INDEX
* Indicates management contract or compensatory plan
+ Incorporated by reference to the Company’s Form S-1/A filed with the Securities and Exchange Commission on July 22, 2022
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