NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2026

(UNAUDITED)

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 Note 9). 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).

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 March 31, 2026, we had $6,682 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 $3,592,070 and $2,870,414 as of March 31, 2026 and December 31, 2025, 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 decrease in working capital is the direct result of proceeds received from convertible notes payable, accrued interest and accrued expenses in the three months ended March 31, 2026. A significant portion of the investment in TAP Holdco received in February 2025 was exchanged for Series C Preferred shares in August 2025. 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 $389,384 and $298,235 for the three months ended March 31, 2026 and 2025, respectively. The $91,149 increase in net cash used in operating activities was primarily a result of the change in the net (loss) income and the non-cash charges impacting our net loss from 2025 to 2026, such as the 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 three months ended March 31, 2026 and 2025 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 the deposit paid on an option for $250,000 and $695,000 in cash paid for license fees in 2026.

Cash provided by financing activities was $1,215,000 and $377,000 for the three months ended March 31, 2026 and 2025, respectively. In 2026, the Company raised $705,000 from the proceeds from convertible notes payable, and $510,000 from proceeds for the sale of common stock for which the shares have not been issued as of March 31, 2026. In 2025, we raised $365,000 from proceeds of convertible notes payable and $12,000 from related party 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, for 2025. 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”).

Reclassification

The Company has reclassified certain amounts in the 2025 financial statements to comply with the 2026 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 three months ended March 31, 2025.

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 March 31, 2026 and December 31, 2025, 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.

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 three months ended March 31, 2026 and 2025, 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.

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.

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.

Share-Based Compensation

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.

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.

Earnings (Loss) Per Share of Common Stock

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 the three months ended March 31, 2025, the Company recorded a deemed dividend of $762,079 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 derivative liabilities 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.

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% in 2025, 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.

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

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

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 three months ended March 31, 2025 are reflected in discontinued operations.

The Company reclassified the following operations to discontinued operations for the three months ended March 31, 2025.

The Company reflected the following gain on disposal for the three months ended March 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):

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 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 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 became a 99% owned subsidiary of the Company. 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”), whereby Ybyrá’s right to receive the Company’s common stock is cancelled, and the Company was required to issue 850,000,000 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 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 back to Ybyrá on 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 settlement agreement, the minerals 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 Moura stopped at this time, and the Company settled this accrual with the issuance of 125 million common shares for the five months as stipulated in the Settlement Agreement.

TAP Holdco

On December 2, 2024, following execution of the Stock Purchase Agreement, the Company entered into an Asset Purchase Agreement with TAP, Inc. (formerly WSCG, Inc.) 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 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. The Company considers TAP and TAP HoldCo related parties as they share common directors.

The HoldCo Units represented at the time approximately 48.6% of the outstanding equity in TAP. Upon transfer of the HoldCo Units, the Company owned 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 below, 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 March 31, 2026 is $1,229,510 calculated as follows:

In July and August 2025, the investors holding the Series C preferred shares exchanged 8,904 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 March 31, 2026, there have been no indicators of impairment identified.

For the period February 27, 2025 through March 31, 2025, the Company recognized a loss on investee of $68,165.

NOTE 5: MINERALS

During 2024, the Company acquired 41,500 tons of magnesium silicate from Ybyrá for $20,000,000 in common stock to be issued to them. The shares were never issued and the minerals were transferred back on December 31, 2025 as the Company was unable to monetize the minerals. Refer to the Form 10-K for the year ended December 31, 2025 filed March 31, 2026 for the full disclosure regarding these transactions.

NOTE 6: LICENSE AGREEMENT

On December 30, 2025, the Company and TAP, Inc. (“Licensor”) entered into a license agreement (“License Agreement”), whereby the Company was granted by the Licensor, a worldwide license to use the Intangible Property Rights (as defined in the License Agreement) in connection with the business of real estate tokenization around the world. The initial term of the License Agreement was 90 days, but was extended until June 30, 2026. The initial license fee was $0 until the Company and the Licensor agreed to an appropriate fee. In good faith, the Company has paid fees during the three months ended March 31, 2026 in the amount of $695,000 in various payments. These amounts will be allocated against the agreed upon fee. These are reflected in the balance sheet as the License Agreement that is being finalized is expected to be in perpetuity and this fee will be reviewed annually for impairment. The Licensor is considered a related party as there are common shareholders and management personnel.

NOTE 7: NOTES PAYABLE

Refer to the Form 10-K for the year ended December 31, 2025 filed March 31, 2026 for a full description of notes that existed as of December 31, 2025 and 2024. All note balances that were either converted or repaid as of December 31, 2025 have been excluded from this disclosure.

NOTE 8: NOTES PAYABLE – RELATED PARTIES

Refer to the Form 10-K for the year ended December 31, 2025 filed March 31, 2026 for a full description of notes that existed as of December 31, 2025 and 2024. All note balances that were either converted or repaid as of December 31, 2025 have been excluded from this disclosure.

Interest expense for the three months ended March 31, 2025 was $5,703.

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.

NOTE 9: CONVERTIBLE PROMISSORY NOTES

The Company entered into convertible notes payable as follows as of March 31, 2026 and December 31, 2025. The chart below does not include convertible notes payable that were fully repaid or converted as of December 31, 2025. Refer to the Form 10-K for the year ended December 31, 2025 filed March 31, 2026 for a full description of those notes:

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 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 40 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 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 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 totalling $238,000 occurred in 2025 and two conversions in 2026 of $315,000, leaving a balance of $52,000 remaining on this note. In addition, $222,847 is reflected in derivative liabilities as of March 31, 2026.

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 23, 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 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 March 31, 2026, $18,218 of discount remains unamortized on this note, and the derivative liability on this note as of March 31, 2026 is $43,960.

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 March 31, 2026, $17,199 of discount remains unamortized on each of these notes, and the derivative liability on each of these notes as of March 31, 2026 is $39,978.

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 March 31, 2026, $18,044 of discount remains unamortized on this note, and the derivative liability on this note as of March 31, 2026 is $37,190.

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 March 31, 2026, $415,005 of discount remains unamortized on this note, and the derivative liability on this note as of March 31, 2026 is $812,480.

On January 19, 2026, the Company entered into a note agreement in the amount of $275,000 and carries an OID in the amount of $25,000. The Company received cash proceeds of $250,000 from this note. This note matures on January 19, 2027 and bear interest at 10% per annum. The note is not convertible for a six month period from the January 19, 2026 date. The remaining value of the note was considered a debt discount and is being amortized over the life of the note. As of March 31, 2026, $223,611 of discount remains unamortized on this note, and the derivative liability on this note as of March 31, 2026 is $406,240.

On January 20, 2026, the Company entered into two separate note agreements each in the amount of $22,000 and $11,000, respectively and each carry an OID in the amount of $2,000 and $1,000, respectively. The Company received cash proceeds of $20,000 and $10,000 on these notes, respectively. These notes mature on January 20, 2027 and bear interest at 10% per annum. The notes are not convertible for a six month period from the January 20, 2026 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 March 31, 2026, $17,947 and $8,974 of discount remains unamortized on each of these notes, and the derivative liability on each of these notes as of March 31, 2026 is $32,499 and $16,250, respectively.

On March 26, 2026, the Company issued a $55,000 Convertible Promissory Note to Red Rock Development Group, LLC maturing March 26, 2027. A $5,500 one-time interest charge was added to this note. The note carries an OID of $5,000. The Company received $50,000 for this note. The remaining value of the note was considered a debt discount and is being amortized over the life of the note. As of March 31, 2026, $59,550 of discount remains unamortized on this note, and the derivative liability on this note as of March 31, 2026 is $82,771.

All of the convertible promissory notes as of March 31, 2026 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 three months ended March 31, 2026 and 2025 was $27,269 and $9,760, respectively. Amortization of debt discount, and original issue discount was $342,828 and $117,474 for the three months ended March 31, 2026 and 2025, respectively. Accrued interest at March 31, 2026 and December 31, 2025 was $201,870 and $174,601, respectively. A total of $37,137 of accrued interest was converted along with some of the convertible notes payable in the three months ended March 31, 2025.

The Company recognized a loss on conversion of notes of $302,730 and $577,315 for the three months ended March 31, 2026 and 2025, respectively.

NOTE 10: CONVERTIBLE PROMISSORY NOTES – RELATED PARTIES

The Company issued convertible notes payable – related parties as follows as of March 31, 2026 and December 31, 2025. The chart below does not include convertible notes payable – related parties that were repaid or converted during 2025. Refer to the Form 10-K for the year ended December 31, 2025 filed March 31, 2026 for a full description of those notes:

The convertible promissory notes – related parties are in default and reflected in current liabilities as of March 31, 2026 and December 31, 2025.

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 1 billion shares for this conversion were issued in January 2026 and were reflected as stock to be issued as of December 31, 2025. 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 three months ended March 31, 2026 and 2025 was $2,735 and $5,201, respectively.

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 March 31, 2026. 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 March 31, 2026 and 2025:

Activity related to the derivative liabilities for the periods ended March 31, 2026 and December 31, 2025 is as follows:

NOTE 12: STOCKHOLDERS’ EQUITY (DEFICIT)

Preferred Stock

As of March 31, 2026 and December 31, 2025, the Company has 10,000,000 shares of Preferred Stock authorized, designated as follows: 7,000,000 shares of Series A Preferred Stock authorized, 570,000 shares of Series B Preferred Stock, 20,000 shares of Series C Preferred Stock, and 250,000 shares of Series D Preferred Stock authorized. All shares of preferred stock have a par value of $0.00001.

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 7,000,000 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 (10,000) 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.

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, 2026 and 2025, there were no conversions of Series B Preferred Stock, respectively.

As of March 31, 2026, the Company has 335,445 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 20,000 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.

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 $1,000 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.

During the three months ended March 31, 2025, there were 758 shares of Series C Preferred Stock exchanged into 3,000,000,000 shares of common stock. In addition, 30 shares of Series C Preferred Stock were issued in an exchange of warrants for common stock. The Company reflected as a deemed dividend in the consolidated financial statements the value of the Series C Preferred Stock.

As of March 31, 2026, there are 2,301 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 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. There has been no other activity related to the Series D Preferred Stock.

Common Stock

The Company has 85,000,000,000 shares of common stock, par value $0.00001, authorized as of May 21, 2025, increased from 50,000,000,000. The Company has 59,243,782,943 and 53,618,782,943 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively. On May 26, 2023, the Board of Directors agreed to increase the number of common shares authorized from 7,450,000,000 shares to 12,500,000,000 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 22,500,000,000 shares. 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 pursuant to the Definitive 14C filed April 30, 2025.

In the three months ended March 31, 2025, the Company: issued (a) 1,150,000,000 shares for an accrued expense valued at $1,380,000; (b) 634,431,833 shares in exchange for warrants valued at $200,079, which represents a deemed dividend. The Company received $111,000 for the warrants in April 2024; (c) 2,258,024,833 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 3,000,000,000 shares of common stock in exchange of 758 Series C Preferred shares, and the Company recognized a deemed dividend of $562,000 in the exchange.