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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, ~~2024~~2025

☐	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

~~HUMBL~~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		~~HMBL~~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 $413,~~838~~171,~~763~~807 at the close of business on June 30, ~~2024~~2025 (the last ~~business~~ business day of the registrant’s fiscal ~~2024~~2025 second fiscal quarter) based on the closing price of the common stock as reported on the June 30, ~~2024~~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 ~~May~~March 931, ~~2025~~2026, there were 3956,~~791~~743,~~299~~782,~~186~~ 943 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.

TABLE OF CONTENTS

PART I
ITEM 1.	BUSINESS	3
ITEM 1A.	RISK FACTORS	8
ITEM 1B.	UNRESOLVED STAFF COMMENTS	1817
ITEM 1C.	CYBERSECURITY	1817
ITEM 2.	PROPERTIES	1918
ITEM 3.	LEGAL PROCEEDINGS	1918
ITEM 4.	MINE SAFETY DISCLOSURES	1918
PART II
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	2019
ITEM 6.	[RESERVED]	2019
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	20
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	25
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	26
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	6257
ITEM 9A.	CONTROLS AND PROCEDURES	6257
ITEM 9B.	OTHER INFORMATION	6357
ITEM 9C.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	6357
PART III
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE ~~GOVERANCE~~GOVERNANCE	6357
ITEM 11.	EXECUTIVE COMPENSATION	6660
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	7367
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	7468
ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	7570
PART IV
ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	7670
ITEM 16.	FORM 10-K SUMMARY	7670
SIGNATURES		7771

Table of Contents

PART I

ITEM 1. BUSINESS

OVERVIEW

~~Recent~~TAP Real Estate Technologies, Inc. (formerly HUMBL, ~~Disposition~~Inc.) (“Company” or “TAP Real Estate” or “HUMBL”) was incorporated in the state of ~~Material~~Oklahoma ~~Assets~~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 23, ~~2024~~2020, HUMBL, ~~Inc.~~LLC (~~the~~ “~~Company” or “~~HUMBL LLC”) ~~entered~~merged into ~~an Asset Purchase Agreement (~~the ~~“Asset Purchase~~Company ~~Agreement”)~~in ~~with~~what ~~WSCG,~~is ~~Inc.~~accounted ~~(“WSCG”),~~for ~~and~~as ~~WSCG Humbl SPV,~~ a ~~series~~reverse ofmerger. ~~SPV~~Under ~~Management, LLC (“HoldCo”).~~the ~~Pursuant~~terms toof ~~Asset~~the ~~Purchase~~Merger Agreement, ~~the~~HUMBL ~~Company~~LLC ~~sold~~exchanged ~~all~~100% of ~~its~~their ~~assets~~membership tointerests ~~WSCG.~~for In552,029 ~~consideration~~shares ~~for~~of ~~the~~newly ~~purchase~~created ofSeries ~~the~~B ~~Company’s~~Preferred ~~assets,~~Stock. ~~WSCG~~The ~~agreed~~Series ~~to:~~B ~~(a)~~Preferred ~~pay~~shares ~~the~~were ~~Company~~issued ~~$3,025,000;~~to ~~(b)~~the ~~issue~~respective ~~2,455,556~~members ~~shares~~ of ~~WSCG~~HUMBL ~~Class~~LLC Bfollowing ~~Common~~the ~~Stock~~approval toby ~~HoldCo;~~FINRA ~~and~~of ~~(c)~~a ~~grant~~one-for-four ~~24,555,556~~reverse ~~membership~~stock ~~units~~split of ~~HoldCo~~the tocommon ~~the~~shares ~~Company~~and (the ~~“HoldCo~~increase ~~Units”).~~in Of the ~~$3,037,500~~authorized ~~payable~~common inshares ~~cash~~ to ~~the Company~~7, ~~$500~~450,000,000 ~~was paid in cash by WSCG to the Company prior to the closing date~~shares, and ~~$537~~10,~~500 of indebtedness previously funded to the Company by affiliates of WSCG was cancelled. The remaining $2,~~000,000 ~~of the cash purchase price was paid by WSCG on April 1, 2025~~preferred shares.

The ~~HoldCo~~FINRA ~~Units~~approval ~~represent~~for ~~approximately~~both ~~27.5%~~the ofincrease in the ~~outstanding~~authorized ~~equity~~common inshares ~~WSCG~~and reverse stock split occurred on February 26, 2021. ~~Upon~~To ~~transfer~~assume control of the ~~HoldCo Units~~Company, the ~~Company~~former ~~will~~CEO, ~~own~~Henry ~~100%~~Boucher assigned his 7,000,000 shares of ~~HoldCo.~~Series ~~The~~A ~~Company~~Preferred ~~intends~~Stock toas ~~keep~~well aas ~~portion~~550,000,000 shares of ~~the~~common ~~HoldCo~~stock ~~Units~~ to ~~maintain~~Brian ~~exposure to~~Foote, ~~WSCG’s~~the ~~performance~~President and ~~the~~CEO ~~Company~~of ~~assets~~HUMBL ~~purchased~~LLC byfor ~~WSCG~~a $40,000 note payable. The ~~Company~~Series ~~will~~A ~~also~~Preferred ~~offer~~Stock tois not ~~exchange~~convertible ~~some~~into ofcommon ~~the~~stock; ~~HoldCo~~however, ~~Units to~~it ~~its~~has ~~debtholders~~voting ~~and~~rights ~~holders~~ of ~~Series~~10,000 Cvotes ~~Preferred~~per ~~Stock~~1 asshare aof ~~way~~stock. toAfter ~~eliminate~~the ~~debt~~reverse ~~and~~merger ~~reduce~~was ~~potential~~completed, HUMBL ~~future~~LLC ~~dilution~~ceased todoing ~~common stockholders.~~business, ~~The~~and ~~transfer~~all ofoperations ~~the~~were ~~Company’s~~conducted ~~assets~~under toTesoro ~~WSCG~~Enterprises, ~~took~~Inc. ~~place~~which onlater ~~February~~changed 27its name to HUMBL, Inc. ~~2025~~(“HUMBL” or the “Company”).

~~Recent~~On ~~Material~~June ~~Acquisition~~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 ~~December~~July 227, ~~2024~~2023, the Company ~~entered~~increased ~~into~~their aauthorized ~~Stock~~common ~~Purchase~~stock ~~Agreement (the “Stock Purchase Agreement”) with Ybyrá Capital S.A. (“Ybyrá”) and Brian Foote, the Company’s 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~~12, ~~a Brazilian company (“FinCapital”)~~500, ~~from Ybyrá; and (b) Brian Foote sold his 7,~~000,000 shares. ofOn ~~Series~~January ~~A Preferred Stock and 100~~26,~~000~~ ~~shares of Series D Preferred Stock of the Company (the “Control Shares”) to Ybyrá. With the purchase of the Control Shares~~2024, ~~Ybyrá is now~~ the ~~controlling stockholder of the~~ Company. ~~FinCapital a previously dormant entity and had~~increased attheir ~~the~~authorized ~~time~~common ofstock ~~the~~to ~~purchase one asset which consisted of 41~~22,500 ~~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~~shares.

~~FinCapital~~On isJuly ~~now~~16, 2024, the Company designated a ~~99%~~new ~~owned~~Series ~~subsidiary~~D ofPreferred ~~the~~Stock ~~Company.~~and ~~The~~authorized ~~Company~~the ~~agreed~~issuance toof ~~issue~~up ~~$20~~to 250,000~~,000~~ inshares ~~common~~of ~~shares~~this tonew series. ~~Ybyrá~~The ~~for~~Series ~~the~~D ~~purchase of~~Preferred ~~the~~Stock ~~FinCapital~~is ~~equity~~not ~~interest.~~convertible ~~HUMBL~~into ~~will~~common ~~pay~~stock ~~$4,000,000~~and ofeach share issued enables the ~~purchase~~holder ~~price~~to ~~through~~vote ~~the~~at ~~issuance~~a ratio of 10500,000~~,000,000~~ common votes for 1 share to ~~Ybyrá~~of ~~($0.0004~~Series ~~per~~D ~~share)~~Preferred Stock. ~~The~~Also ~~remaining~~on $July 16,~~000~~ 2024,~~000~~ inthe ~~common~~Company issued 100,000 shares ~~will~~of beSeries ~~issued~~D Preferred ~~following~~Stock ato ~~recapitalization~~their ~~event~~CEO ~~that provides~~for ~~sufficient~~compensation. ~~authorized~~The value of these shares tois ~~make~~$250,000 ~~the~~as ~~issuance~~this value represents typical CEO compensation for a one-year period.

AsOn aOctober ~~result~~1, of2024, the ~~WSCG~~Company ~~purchase~~increased ofits ~~the~~authorized ~~Company~~common ~~assets,~~shares ~~the~~to ~~previous~~50,000,000,000 ~~operations~~shares ofpursuant to the ~~Company~~Definitive ~~will~~14C befiled ~~reflected~~in September as2024. ~~discontinued~~On ~~operations~~May 21, ~~and~~ 2025, the ~~assets~~Company ~~that~~increased ~~were~~its ~~sold~~authorized ~~are~~common ~~all~~shares ~~reflected~~to as85,000,000,000 ~~assets~~shares ~~under~~pursuant ~~discontinued~~to ~~operations~~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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~~Former~~The ~~HUMBL~~HoldCo ~~Operations~~Units ~~for~~represented approximately 48.6% of the ~~Years~~outstanding ~~Ended~~equity ~~December~~in 31TAP The Company in August 2025, ~~2024~~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 ~~2023~~the Company assets purchased by TAP. The transfer of the Company assets to TAP took place on February 27, 2025.

~~HUMBL~~On ~~was~~December 2, 2024, the Company entered into a ~~Web~~Stock 3,Purchase ~~digital~~Agreement ~~commerce~~(the ~~platform~~“Stock ~~built~~Purchase toAgreement”) ~~connect~~with ~~consumers,~~Ybyrá Capital ~~businesses~~S.A. (“Ybyrá”) and ~~governments~~Brian inFoote, the ~~digital~~former ~~economy~~CEO and current director. Pursuant to the Stock Purchase Agreement: (a) HUMBL ~~provided~~purchased 99% of the outstanding equity interests of FinCapital Credito Pagamentos e Servicos LTDA, a Brazilian company (“FinCapital”), ~~simple~~from ~~tools~~Ybyrá; and ~~packaging~~(b) ~~for~~Brian ~~complex~~Foote ~~new~~sold ~~technologies~~his ~~such~~7,000,000 asshares ~~blockchain~~of Series A Preferred Stock and 100,000 inshares of Series D Preferred Stock of the ~~same~~Company ~~way~~(the ~~that~~“Control ~~previous~~Shares”) ~~cycles~~to Ybyrá. With the purchase of ~~e-commerce~~the ~~and~~Control Shares, Ybyrá became the ~~cloud~~controlling ~~were~~stockholder ~~more~~of ~~simply~~the ~~packaged~~Company. byFinCapital ~~companies~~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 ~~Facebook~~fertilizer, ~~Apple~~construction, ceramics, ~~Amazon~~ and ~~Netflix~~fireproofing. ~~over~~As part of the ~~past~~transaction, ~~several~~FinCapital ~~decades.~~became ~~The Company~~a ~~through~~99% ~~their~~owned ~~prior~~subsidiary ~~product~~of ~~offerings~~the ~~was~~Company, ~~looking~~and the Company agreed to ~~simplify~~issue ~~and~~$20,000,000 ~~package~~in ~~the~~common ~~digital~~shares ~~economy~~to Ybyrá for ~~consumers,~~the ~~corporations and~~purchase ~~government~~of the FinCapital equity interest.

~~The~~On ~~goal~~September of9, ~~HUMBL~~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 ~~provide~~issue ~~ready~~850 ~~built~~million ~~tools~~shares of common stock to Thiago Moura (which was issued September 10, 2025), Thiago Moura resigned as Company CEO and ~~platforms~~as ~~for~~member ~~consumers~~of the board of directors, Brian Foote became the Company’s controlling stockholder, and ~~merchants~~the Company agreed to pay ~~seamlessly~~Ybyrá ~~participate~~$10,000 per month in cash and $5,000 per month in common stock until the ~~digital~~assignment ~~economy. HUMBL~~of isthe ~~built~~FinCapital shares to Ybyrá occurs on aor ~~patent-pending~~before December 31, ~~decentralized~~2025. ~~technology~~The ~~stack~~Company ~~that~~issued ~~utilizes~~the ~~both~~common ~~core~~shares ~~and~~on ~~partner~~January ~~technologies~~9, 2026 to ~~provide~~satisfy ~~faster~~this agreement. On December ~~connections~~31, 2025, as per the agreement with FinCapital, the minerals purchased reverted back to Ybyrá. The fees accrued by the ~~digital~~Company to ~~economy~~Ybyrá ~~and~~stopped ~~each~~at ~~other~~this time.

~~HUMBL~~As ~~was~~a ~~issued~~result onof ~~October~~the ~~15,~~TAP ~~2024,~~purchase byof the ~~United~~Company ~~States Patent and Trademark Office (“USPTO”), a patent for System and Method for Transferring Currency Using Blockchain. As more traditional~~ assets ~~and currencies become tokenized on blockchain~~, the ~~potential~~previous ~~industry applications~~operations ~~for~~of ~~this~~the ~~patent~~Company ~~include,~~will ~~but~~be ~~are~~reflected ~~not~~as ~~limited~~discontinued ~~to; digital wallets~~operations, ~~digital asset exchanges, traditional stock exchanges,~~ ~~traditional banks, financial services~~ and ~~brokerages,~~the ~~global~~assets ~~remittance~~that ~~and~~were ~~payment~~sold ~~providers,~~are ~~transfer~~all ~~agents,~~reflected ~~foreign~~as ~~exchange,~~assets ~~credit card~~under ~~services~~discontinued ~~and government services~~operations.

~~HUMBL~~Corporate ~~– A Verified Commerce Platform~~Rebranding

~~HUMBL~~The ~~delivers~~Company on December 31, 2025, announced that it has initiated a ~~digital~~strategic ~~wallet~~corporate ~~and~~rebrand ~~website~~to TAP asReal ~~our~~Estate ~~core~~Technologies, ~~services~~Inc. (“TAP Real ~~HUMBL~~Estate”), ~~provides~~reflecting ~~customers~~the Company’s sharpened focus on real estate asset acquisition, ownership, and blockchain-enabled real estate tokenization. In connection with the ~~ability~~rebrand, the Company received regulatory approval to ~~connect~~formally ~~with~~change ~~consumers~~their name and ~~merchants that~~ticker ~~have~~symbol ~~all~~by ~~been~~FINRA ~~fully~~on ~~verified~~March 4, 2026.

1.TAP Real ~~HUMBL~~Estate ~~Wallet~~Technologies, 2Inc. is ~~HUMBL.com~~focused 3on the acquisition, management, and tokenization of real estate. ~~HUMBL~~The ~~Commercial~~Company ~~Services~~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.

HUMBL Wallet

The HUMBL Wallet is a 4.9 star application that is available for download on major app stores. The HUMBL Wallet is the centerpiece of the consumer experience on the HUMBL platform. The HUMBL Wallet consolidates a variety of services for customers in one place and helps us to verify customers and merchants. The HUMBL Wallet includes the following features:

- Search Engine - Social Media - Marketplace - Digital Payments

The HUMBL Wallet is self-custodied by the individual; ensuring that the user has full control over their online identity, digital assets and private keys. The HUMBL Wallet is also connected to the BLOCKS Registry, a product registry that allows customers to authenticate and track physical and digital items. HUMBL Wallet customers have the obligation to perform their own tax record keeping; as well as backup of their private keys, to ensure the recoverability, data security and storage of their digital assets. The HUMBL Wallet is equipped with 2-factor authentication; as well as biometric security features, which are handled by the handset and its manufacturer. We do not store or have access to any biometric information related to our verified users.

The HUMBL Wallet uses third-party service providers SumSub, Clear and Dejah to perform know-your-customer/know-your-business services and authenticate customers. We do not capture or store consumers’ information on our servers, except for their corresponding name, wallet address and email address for basic communications with the verified user. We do not resell our customers data.

The HUMBL Wallet is available in over 130 countries and is not available in any OFAC Countries. The HUMBL Wallet no longer allows customers to buy, sell or swap digital assets.

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~~HUMBL~~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.~~com~~

i.Initial Capital ~~HUMBL~~Raise ~~Search~~and ~~Engine~~Strategic Focus on Blockchain-Enabled Real Estate

~~The~~As ~~HUMBL~~part ~~Search~~of ~~Engine~~this istransition, TAP ~~available~~Real ~~via~~Estate has ~~the~~secured $500,000 in ~~HUMBL~~initial ~~Wallet~~investment capital to establish operations and ~~the~~support ~~HUMBL.com~~early-stage ~~Platform~~execution. The ~~HUMBL~~Company ~~Search~~is ~~Engine~~actively ~~allows~~evaluating ~~customers~~a topipeline ~~search for articles~~of residential, ~~news~~commercial, ~~images,~~and ~~videos~~hospitality ~~and~~real estate ~~more.~~opportunities for ~~The~~potential ~~search~~fractional ~~engine~~or ~~also~~full ~~serves~~contribution asto aits ~~discovery~~balance ~~layer~~sheet, ~~for~~alongside ~~consumers~~select tokenization opportunities to ~~search~~be ~~for~~offered ~~verified merchandise~~through ~~and~~the ~~tickets~~TAP Invest platform.

iiProperty evaluations are being conducted with a disciplined focus on asset quality, cash-flow durability, jurisdictional suitability, and long-term value creation. ~~HUMBL~~Particular ~~Tickets~~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.

~~HUMBL~~A ~~Tickets~~Public ~~offers~~Company Model ~~secondary~~for ~~(resale)~~the ~~tickets~~Next toEra ~~thousands~~ of ~~live events across North America~~ U.S. ~~HUMBL~~Real ~~Tickets inventory listings and ticket fulfillment are provided by Ticket Evolution and we earn a commission for each sale through our website.~~Estate

~~The~~In ~~ticketing~~support ~~content~~of ~~provided~~this onstrategy, TAP ~~HUMBL~~Real ~~Tickets~~Estate has ~~spans~~entered ~~across~~into ~~major~~a ~~live~~licensing ~~music,~~agreement ~~sports~~with TAP, ~~festivals~~Inc., ~~and~~a ~~events~~private technology company headquartered in Salt ~~multiple~~Lake ~~countries.~~City, ~~HUMBL Tickets~~Utah, ~~advertises~~granting TAP ~~its~~Real ~~services~~Estate the ~~primarily~~right ~~across~~to ~~social~~utilize ~~media,~~the ~~including~~proprietary ~~our~~TAP ~~own~~Platform technologies ~~HUMBL~~specifically ~~Social~~for ~~platform~~real estate use cases.

~~iii.~~This agreement ~~HUMBL~~establishes ~~Authentics~~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.).

~~HUMBL~~Under ~~Authentics~~this ~~was designed to pair authenticated buyers and sellers in verified~~structure, TAP ~~digital~~Real ~~commerce.~~Estate will ~~HUMBL~~hold ~~Authentics currently works with clients such as professional athletes, brands,~~ and ~~marketing~~manage ~~and~~select ~~talent~~real ~~agencies,~~estate ~~to provide sports merchandise ranging from autographed jerseys~~assets, ~~bats,~~while ~~balls,~~leveraging ~~helmets,~~licensed ~~photos, and more. HUMBL Authentics mitigates forgeries by pairing physical merchandise with~~ digital ~~certificates~~infrastructure ofto ~~registration.~~tokenize ~~Merchandise~~ownership ~~is made available on the HUMBL platform and is verified~~interests, ~~registered,~~manage ~~and~~investor ~~cataloged on the blockchain. We are a software platform and do not act as a broker~~participation, ~~financial institution, or creditor for digital collectibles. We facilitate transactions between the buyer~~ and ~~seller~~support incompliant ~~the~~issuance ~~auction/sale process, but we are not a party to any agreement between the buyer~~ and ~~seller~~lifecycle ~~or between any users~~administration.

WeThe ~~previously~~objective ~~offered~~is anto ~~NFT~~create ~~marketplace~~a ~~but~~repeatable, incompliant anmodel ~~effort,~~for tohow ~~ensure~~real ~~compliance~~estate ~~with~~can ~~applicable~~be ~~regulations~~acquired, westructured, ~~have~~tokenized, ~~terminated~~and ~~its~~administered ~~use~~within U.S. capital ~~HUMBL~~markets, ~~customers~~serving ~~can~~as noa ~~longer~~blueprint ~~buy~~for orthe ~~sell~~broader ~~NFTs on our platform~~industry.

~~iv.~~TAP Technology ~~HUMBL~~Platform: ~~Social~~A Patented Rail System for Real Estate Transactions

~~HUMBL Social is one of the world’s first user-verified social media platforms.~~ The ~~social media platform is available via web browser~~ ~~and~~TAP ~~the~~Platform ~~HUMBL~~products ~~Wallet.~~that ~~The~~will ~~goal~~be oflicensed ~~HUMBL~~by TAP ~~Social~~Real ~~is to provide real people~~Estate, ~~real~~specifically ~~profiles,~~for ~~and~~tokenized real ~~merchants~~estate ~~with a place to connect on the worldwide web. HUMBL Social supports only verified user profiles~~listings, ~~to ensure authenticity of the platform and enhance consumer protection.~~includes:

~~HUMBL~~TAP AI Analyzer - ~~Commercial~~In ~~Division~~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.

~~Our~~TAURUS ~~digital~~AI-Agent ~~wallet~~- ~~and~~Serves ~~website~~as ~~can~~an ~~also~~agentic becustomer ~~used~~service asagent, aand, ~~white~~in ~~label~~the orfuture, ~~“Powered~~an byautomated ~~HUMBL”~~payments ~~solution~~agent ~~for~~across ~~commercial~~the ~~clients~~lifecycle of real estate transactions.

TAP Wallet - ~~HUMBL~~Serves isas ~~one~~an ofinvestor’s ~~the~~access ~~first~~and ~~government-approved~~identity ~~digital~~layer ~~wallets~~for intokenized ~~the~~real ~~State~~estate, ofhelping ~~California.~~abstract Weblockchain ~~are~~complexity ~~currently~~while supporting ~~operating~~security aand ~~pilot~~compliance ~~program~~controls. ~~with~~The ~~the~~wallet ~~County~~is ofintended ~~Santa~~to ~~Cruz,~~hold CAtokenized interests, ~~that~~receive ~~provides~~income adistributions, ~~digital~~and ~~wallet~~support permitted ~~for~~voting ~~Santa~~or ~~Cruz~~corporate ~~County~~actions, ~~citizens~~while toenabling ~~help~~onboarding ~~them~~and ~~interact~~investor ~~more~~eligibility ~~effectively~~gating ~~with~~through ~~County~~KYC, ~~government~~accreditation ~~in areas of record keeping such~~ verification (as ~~applications~~applicable), ~~permits~~ and ~~licensing~~jurisdiction-based rules.

~~Organizational~~TAP ~~History~~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.

WeTAP ~~were~~Smart ~~formed~~Contracts ~~under~~- ~~the~~Encodes ~~name~~and ~~Ponca~~enforces ~~Acquisition~~key ~~Corporation~~rules inof ~~Nevada on May 3, 2000, as~~ a ~~“blank~~tokenized ~~check”~~real ~~development~~estate ~~stage~~offering ~~company that~~at ~~indicated~~the ~~that~~transaction ~~our~~level, ~~business~~including ~~plan~~who ~~was~~can tohold tokens ~~engage~~and inunder awhat ~~merger~~conditions ortransfers ~~acquisition~~are ~~with an unidentified company or companies~~permitted. ~~Following~~The ~~a series~~smart ofcontract ~~name~~layer ~~changes~~is ~~and~~intended ~~changes~~to inautomate ~~the~~functions ~~focus~~such ofas ~~our business~~distributions, ~~on November 18~~ governance/voting, ~~2008,~~and weother ~~filed~~real ~~Form~~estate 15specific ~~with~~mechanics, ~~the~~reducing ~~SEC~~reliance toon ~~terminate~~manual ~~its registration~~processing ~~with~~and ~~the~~improving ~~SEC~~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.

Table of Contents

OnTAP ~~March~~Registry 12- Serves as the asset “source of truth” for the platform, ~~2009~~operating as a private, wesemi-private, ~~redomiciled~~and public registry environment for real-world assets. The registry is intended to ~~Oklahoma~~maintain the canonical record of each underlying real estate holding and its onlifecycle ~~March~~events 16such as structuring, ~~2009~~approvals, ~~changed~~liens, ~~our~~transfers, ~~name~~redemptions, ~~from~~anchoring ~~IWT~~those ~~Tesoro~~records ~~Corporation~~to a combination of public blockchains and permissioned infrastructure. For each asset, TAP Registry is designed to ~~Tesoro~~store ~~Distributors~~structured metadata, document references ~~Inc.~~such ~~Tesoro~~as ~~Enterprises~~deeds, ~~Inc.~~appraisals, aninspections, ~~Oklahoma~~insurance, ~~corporation~~and compliance attestations in a tamper-evident format, ~~was~~while ~~incorporated~~separating onpublic ~~November~~verification data 12from confidential owner, ~~2009~~counterparty, asand atransaction ~~subsidiary~~details. This registry layer is intended to power authentication, registry, and transfer of ~~Tesoro~~tokenized ~~Distributors~~interests across the TAP platform, and to provide an auditable history that can be consumed by the TAP Wallet, ~~Inc~~TAP Token Engine, TAP Smart Contracts, and downstream real estate ecosystem partners such as title, mortgage, brokerage, and marketplace platforms, for integrations.

OnTAPs ~~March~~- TAP ~~11,~~Real ~~2010~~Estate and TAP will also collaborate on the structure and issuance of Tokenized Asset Portfolios (TAPs), webeing ~~changed~~designed ~~our~~as ~~name~~a next-generation evolution beyond legacy real estate investment trusts (REITs). These portfolios are intended to ~~Tesoro~~modernize ~~Enterprises~~real estate capital formation, ~~Inc.~~ownership, and ~~received~~liquidity athrough ~~new~~blockchain-enabled ~~symbol~~infrastructure, ofand ~~TSNP~~can ~~following~~be ~~FINRA~~developed in ~~review~~coordination ofwith ~~our~~ecosystem ~~name~~ partners across real estate, title, mortgage, and ~~symbol~~adjacent ~~change~~transactional ~~request~~industries.

~~Effective~~At ~~November~~a 4,high ~~2020~~level, ~~Henry~~the J.TAP ~~Boucher,~~Platform ~~then~~will ~~President~~operate through a streamlined, ~~CEO~~end-to-end ~~and~~lifecycle ~~Chairman~~designed ofto ~~the~~ensure ~~Board~~regulatory ofcompliance, ~~Directors~~operational integrity, and ~~Brian~~investor ~~Foote~~transparency. ~~entered~~Each ~~into~~real aestate ~~Stock Purchase~~asset ~~Agreement~~will ~~pursuant~~first tobe ~~which~~approved ~~Henry~~and J.structured ~~Boucher~~through ~~sold~~a ~~his~~formal ~~controlling~~legal ~~interest~~and incompliance review. Once approved, the ~~Company~~issuance inis configured within the ~~form~~Token ofEngine, 7including token supply,~~000~~ investor permissions,~~000~~ ~~shares~~and ofeconomic ~~the~~parameters. ~~Company’s~~Purpose-built ~~Series~~smart Acontracts ~~preferred~~are ~~stock~~then deployed to ~~Brian~~enforce ~~Foote~~transaction inlogic ~~return~~and ~~for~~compliance ~~Brian~~at ~~Foote~~the ~~assigning~~protocol alevel. ~~$40,000~~Investors are ~~promissory~~onboarded ~~note~~through ~~from~~the ~~HUMBL LLC~~Invest toPlatform, ~~Henry~~where J.identity ~~Boucher.~~verification ~~Our~~and ~~Board~~eligibility ofchecks ~~Directors,~~are ~~following~~completed ~~the~~prior ~~change~~to ofparticipation. ~~control~~Following onboarding, ~~appointed~~the ~~Brian~~primary ~~Foote,~~issuance ~~Jeff~~is ~~Hinshaw~~executed and ~~Michele~~tokens ~~Rivera~~ are delivered directly to beinvestor ~~the~~wallets. ~~members~~After ofissuance, the ~~Board~~platform ~~following~~supports ongoing ~~the~~administration, ~~resignation~~including ofdistributions, ~~Henry~~governance J.actions, ~~Boucher~~and aspermitted ~~our~~transfers, ~~sole~~providing ~~director~~a fully managed and auditable post-issuance environment.

OnTAP ~~November~~Real ~~30,~~Estate plans ~~2020~~to drive revenues through a blend of management fees, welisting ~~changed~~fees ~~our~~and ~~domicile~~success fees on tokenized listings of real estate listings; as well as adding to ~~Delaware~~the balance-sheet value any properties that are attributed to the TAP Real Estate portfolio after vetting by the TAP Real Estate team.

OnPatented Intellectual ~~December~~Property and 3,Regulatory 2020, we merged with HUMBL LLC to conduct the business of HUMBL LLC through a reverse merger. Under the terms of the merger, the members of HUMBL LLC exchanged their membership interests for 552,029 shares of our Series B Preferred Stock.Alignment

OnThe ~~December~~TAP ~~23,~~intellectual ~~2020,~~property weportfolio ~~filed~~includes U.S. Patent a12,118,613, ~~Certificate~~“System ofand ~~Amendment~~Method tofor ~~our~~Transferring ~~Certificate~~Currency ofUsing Blockchain” (Foote ~~Incorporation~~et ~~(“Amended~~al., ~~Certificate”~~valid through 2041). toThe ~~effect a~~patent ~~1:4~~contemplates ~~reverse~~the ~~split~~transfer of stablecoins, ~~change~~digital ~~our~~assets, ~~name~~and totokenized currencies ~~HUMBL,~~between ~~Inc.,~~digital ~~increase~~wallets ~~our~~and ~~authorized~~computer ~~common~~systems, ~~stock~~with todirect 7applicability across escrow,~~450,000,000~~ ~~shares~~payment, ~~reduce~~and ~~our~~settlement ~~authorized~~workflows in ~~number~~real ofestate, ~~“blank~~title, ~~check”~~and ~~preferred~~mortgage ~~stock~~transactions. ~~from~~Additional 25patents ~~million~~are topending 10in ~~million~~areas ~~and~~related ~~designate~~to ablockchain ~~Series~~tokenization Bof ~~and~~assets, multi-asset ~~Series~~tokenized Cbaskets, ~~Preferred~~and ~~Stock~~real-world assets.

On February 26, 2021, FINRA announced the change of our name from Tesoro Enterprise, Inc. to HUMBL, Inc. and the change of our trading symbol from TSNP to HMBL that became effective March 26, 2021.

Corporate Strategy

Following the purchase of FinCapital and the change of control associated with such acquisition, the Company’s business model has changed. For the 2025 fiscal year, HUMBL will no longer be pursuing Web 3 and related technologies. Instead, the Company will adopt a holding a company model. HUMBL will be the parent holding company and will own and operate various subsidiaries, with a particular focus in Brazil and Latin America. FinCapital will be first business operated by HUMBL under the new holding company structure.

FinCapital owns 41,500 tons of magnesium silicate. Magnesium silicate is a raw material that can be used in fertilizer and other industrial applications. FinCapital is currently looking to sell the magnesium silicate and acquire other raw materials or other mining interests.

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.

HUMBL’s controlling shareholder, Ybyrá, is a Brazilian holding company with interests in mining, real estate, oil and gas, and related fields. Our CEO, Thiago Moura, is an experienced entrepreneur with deep connections in Brazil and throughout Latin America. Our plan is to find and acquire undervalued assets and business in North and South America, with a particular emphasis in Brazil, and then operate those businesses as subsidiaries under our corporate umbrella.

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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

~~Each~~We ofoperate ~~our~~in ~~principal~~the ~~verticals~~emerging isreal ~~highly~~estate ~~competitive~~tokenization market, where we face competition from multiple sources. ~~Throughout~~These ~~the~~include ~~globe~~traditional real estate investment trusts (REITs), wereal ~~currently~~estate ~~face~~crowdfunding ~~substantial~~platforms, ~~competition~~and ~~from~~blockchain-based ~~other~~tokenization companies. Traditional real estate ~~offering~~companies ~~artificial~~and ~~intelligence~~financial ~~products~~institutions ormay ~~sell~~also ~~magnesium~~develop ~~silicate~~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 ~~availability~~technology capabilities, ofregulatory ~~services~~compliance ~~and products~~expertise, ~~unique~~and ~~product~~the ~~offerings~~breadth ~~and~~of ~~price~~real estate asset types we can tokenize.

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Employees and Human Capital

As of December 31, ~~2024~~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 ~~this prospectus~~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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Available Information

Our website address is www.humbl.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.humbl.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.

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. ~~Prospective~~You ~~investors~~ should carefully consider the risks described below, together with all of the other information included or referred to in this ~~prospectus,~~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 ~~the~~Our ~~Ownership~~Real ofEstate ~~Magnesium~~Tokenization ~~Silicate Deposits~~Business

~~Uncertainty~~The inregulatory ~~Title~~framework surrounding real estate tokenization is uncertain and ~~Property~~evolving, ~~Rights~~which could adversely affect our business

WeOur ~~may~~real ~~not~~estate ~~hold~~tokenization ~~clear,~~business ~~marketable,~~operates orin ~~uncontested~~a ~~title~~regulatory toenvironment ~~all~~that ofis ~~our~~new ~~magnesium~~and ~~silicate~~rapidly ~~deposits~~evolving. ~~Title~~Federal and state securities laws, real estate regulations, and money transmission requirements may apply to ~~mineral~~our ~~properties~~tokenized ~~can~~real beestate ~~subject~~offerings in ways that are tonot ~~numerous~~yet ~~uncertainties~~clearly defined. The SEC, ~~including~~FINRA, ~~unrecorded~~state ~~agreements~~securities regulators, ~~competing~~and ~~claims~~other governmental bodies may adopt new rules, ~~survey~~guidance, ~~discrepancies~~or enforcement positions that could require us to modify our business model, ~~indigenous~~obtain ~~land~~additional ~~rights~~licenses, ~~and~~or ~~regulatory conditions~~cease certain activities. ~~Any~~If our ~~defects~~tokens orare ~~challenges~~deemed to ~~our~~be ~~title~~securities under the Howey test or similar analyses, we could ~~result~~face insignificant ~~loss~~compliance obligations, enforcement actions, or liability. The costs of ~~ownership~~regulatory ~~rights~~compliance, ~~delays~~or inour ~~development~~inability to comply with applicable regulations, orcould ~~increased~~materially ~~legal~~and adversely affect our business, financial condition, and ~~administrative~~results ~~costs~~of operations.

~~Exposure~~Our toreal ~~Asset~~estate ~~Impairment~~tokenization technology is new and relatively unproven, and we may not achieve market acceptance

~~Our~~Real ~~magnesium~~estate ~~silicate~~tokenization ~~deposits~~is ~~are~~an ~~carried~~emerging astechnology ~~long-term~~that ~~assets~~has onnot ~~our~~yet ~~balance~~been ~~sheet.~~widely ~~These~~adopted ~~assets~~in ~~are~~the ~~subject~~commercial toreal ~~periodic~~estate ~~review~~market. ~~for~~Our ~~impairment,~~success ~~particularly~~depends ifon ~~adverse~~the ~~changes~~willingness ~~occur~~of inproperty ~~market~~owners, ~~conditions~~investors, ~~geological~~and ~~assessments~~intermediaries to adopt blockchain-based fractional ownership models, orwhich represent ~~project~~a ~~economics~~significant departure from traditional real estate investment structures. APotential ~~determination~~customers ~~that~~and ~~one~~investors ormay be reluctant ~~more~~to ofadopt our ~~mineral~~technology ~~properties~~due isto ~~not~~concerns ~~economically~~about ~~viable~~security, ~~could~~regulatory ~~result~~uncertainty, inliquidity alimitations, ~~significant~~or ~~write-down~~unfamiliarity orwith ~~impairment~~blockchain technology. ~~charge~~If we are unable to achieve sufficient market acceptance of our tokenization platform, our business and prospects would be materially harmed.

~~Market~~We ~~Demand~~do not own the intellectual property we use and ~~Commercial~~rely ~~Viability~~on a temporary license that may not be extended

~~The~~We ~~value~~do ofnot ~~our~~own ~~magnesium~~the ~~silicate~~core ~~holdings~~technology ~~depends~~platform onused ~~market~~in ~~demand~~our inreal ~~industrial~~estate ~~sectors~~tokenization ~~such~~business. asOn ~~fertilizer~~December 30, ~~construction~~2025, ~~ceramics~~we entered into a 90-day royalty-free license agreement with TAP, ~~and~~Inc. to use its technology platform while the parties negotiate a longer-term license arrangement. ~~fireproofing~~There can be no assurance that we will be able to negotiate a long-term license on commercially reasonable terms, or at all. ~~Changes~~If inwe ~~customer~~are unable ~~preferences~~to extend or replace this license, ~~availability~~we ofwould ~~alternative~~lose ~~materials~~access to the technology platform that is fundamental to our business operations, which ~~technological~~would ~~shifts~~have a material adverse effect on our business, orfinancial ~~reductions~~condition, inand ~~end~~results of operations. Even if we negotiate a long-~~use~~term ~~demand~~license, ~~could~~the ~~adversely~~terms ~~affect~~may be less favorable than the ~~commercial~~current ~~viability~~arrangement, ofand we would remain dependent on a third party for our ~~deposits~~core ~~and~~technology. As ~~reduce~~of March 25, 2026, the ~~fair~~parties ~~value~~are in the final stages of ~~these~~completing ~~assets~~a long-term license agreement.

Speculative Nature of Mineral Resource Ownership

Ownership of magnesium silicate properties, without current production or defined development plans, is inherently speculative. There is no guarantee that these properties will be commercially developed or that they will generate any future revenues. We may continue to incur costs related to holding, maintaining, or evaluating these properties without realizing any economic return.

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~~Risk~~The valuation of ~~Expropriation~~tokenized orreal ~~Regulatory~~estate ~~Reclassification~~assets involves significant judgment and uncertainty

~~Our~~The ~~rights~~valuation toof ~~own~~tokenized ~~and~~real ~~control~~estate ~~magnesium~~assets ~~silicate~~requires ~~resources~~significant ~~are~~judgment and is subject to ~~legal~~inherent ~~and~~uncertainty. ~~regulatory~~Unlike ~~frameworks~~publicly ~~that~~traded securities, ~~may~~tokenized ~~change~~real ~~over~~estate ~~time.~~interests ~~Government actions,~~do ~~such~~not ashave ~~land~~an ~~use~~established ~~reclassification,~~public ~~revocation~~market with transparent pricing. The value of ~~mineral~~tokenized assets ~~rights,~~depends oron ~~expropriation~~the underlying real estate values, ~~could~~which ~~limit~~are oraffected ~~eliminate~~by ~~our~~local ~~ownership~~and national economic conditions, interest rates, property-specific infactors, ~~these~~and ~~deposits.~~real Weestate ~~may~~market ~~also~~conditions. beDisagreements ~~affected~~over byvaluation ~~legal~~methodologies ~~interpretations~~or ~~relating~~assumptions could lead to ~~public~~disputes ~~land~~with investors, regulatory ~~environmental protections~~scrutiny, or ~~indigenous sovereignty~~impairment ~~claims~~charges that could materially affect our financial statements.

~~Environmental~~We ~~and~~face ~~Reputational~~significant ~~Exposure~~competition in the real estate tokenization market from ~~Passive~~both ~~Ownership~~traditional real estate companies and emerging technology platforms

~~Even~~The inreal ~~the~~estate ~~absence~~tokenization ofmarket ~~active~~is ~~mining~~increasingly orcompetitive. ~~development~~We ~~operations~~compete with traditional real estate investment trusts, ~~ownership~~real ofestate ~~mineral~~crowdfunding platforms, ~~properties~~and ~~may~~other ~~expose~~blockchain-based ustokenization tocompanies, ~~potential~~many ~~environmental~~of ~~liabilities~~which have greater financial resources, ~~particularly~~ ~~where~~more ~~prior~~established ~~exploration~~reputations, and ormore ~~historical~~extensive ~~activity~~operating ~~has~~histories ~~occurred~~than we do. ~~Additionally,~~Traditional ~~reputational~~real ~~risks~~estate companies may ~~arise~~also ~~from~~develop ~~public~~their ~~perception~~own tokenization capabilities or ~~stakeholder~~partner ~~concern~~with ~~over~~technology ~~the~~providers ~~environmental~~to ~~impact~~offer ofcompeting ~~mineral~~products. ~~resource~~If ~~ownership~~we are unable to differentiate our platform and compete effectively, our ~~even~~ability ~~without~~to ~~operational~~attract ~~activity~~and onretain ~~the~~customers ~~site~~and generate revenue could be materially and adversely affected.

Risks Related to Our ~~Structure~~Company asand aOur ~~Holding Company~~Business

We ~~May~~are ~~Not~~dependent ~~Successfully~~on ~~Execute~~a ~~Our~~license ~~Strategy~~agreement for rights to ~~Operate~~critical asintellectual aproperty, ~~Holding~~and ~~Company~~the loss or impairment of those rights could materially harm our business.

WeOur ~~are~~business independs ~~the~~on ~~process~~a oflicense ~~establishing~~agreement ~~ourselves~~pursuant asto awhich ~~holding~~we ~~company,~~have ~~and~~been ~~currently~~granted ~~operate~~rights ~~through~~to ~~only~~use ~~two~~certain ~~subsidiaries~~intellectual property that is material to our operations. ~~Our~~This ~~success~~license ~~depends~~agreement contains various obligations that we must satisfy to maintain our rights thereunder. If we infail ~~part~~to oncomply ~~the~~with ~~performance~~any of these ~~subsidiaries~~obligations, ~~which~~the licensor may ~~not~~have ~~achieve~~the ~~their~~right ~~operational,~~to ~~financial,~~terminate orthe ~~strategic~~license ~~goals.~~agreement, Inwhich ~~addition,~~would deprive ~~our~~us ~~ability~~of the right to ~~grow~~use ~~and~~the ~~diversify~~underlying ~~our~~intellectual ~~holdings~~property ~~will~~and ~~depend~~could onmaterially and adversely affect our ~~capacity~~ability to ~~identify,~~conduct ~~evaluate,~~our ~~and~~business as ~~acquire~~currently ~~additional~~operated. ~~businesses~~In ~~or assets.~~addition Wethe ~~may~~license ~~face~~is ~~challenges~~only infor ~~sourcing~~limited ~~attractive~~period ~~investment~~of ~~opportunities,~~time ~~conducting~~while ~~effective~~the ~~due~~parties ~~diligence,~~negotiate ora ~~successfully~~longer ~~integrating~~term license, ~~new~~if ~~subsidiaries~~we ~~into~~are ~~our~~unable ~~organizational~~to ~~structure.~~reach ~~Failure~~terms toon ~~execute~~a ~~this~~long-term ~~strategy~~license ~~could~~agreement ~~limit~~with ~~our~~the ~~growth~~licensor, ~~potential~~that ~~and~~would ~~negatively~~deprive us of the right to use the underlying intellectual property and could materially and adversely affect our ~~financial~~ability ~~condition~~to ~~and~~conduct ~~long-term~~our business ~~prospects.~~as currently operated

WeEven ~~Are~~if ~~Dependent~~we onsatisfy all of our obligations under the ~~Operations~~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 ~~Performance~~resources, and result in the loss or limitation of ~~Our~~our ~~Subsidiaries~~licensed rights.

AsIn aaddition, ~~holding~~our ~~company,~~rights weunder ~~have~~the nolicense ~~significant~~agreement ~~operations~~are ofonly ~~our~~as ~~own~~strong ~~and~~as ~~are~~the ~~dependent~~underlying ~~upon~~intellectual ~~dividends,~~property ~~distributions,~~itself. ~~and~~The ~~other~~licensor ~~payments~~is ~~from~~responsible ~~our~~for ~~subsidiaries~~prosecuting toand ~~fund~~maintaining ~~our~~the ~~obligations,~~patents ~~including~~and ~~operating~~other ~~expenses~~intellectual ~~and~~property ~~any~~rights ~~returns~~that ofare ~~capital~~the tosubject ~~our~~of ~~stockholders~~the license. If ~~our~~the ~~subsidiaries~~licensor ~~are~~fails ~~unable~~ to ~~generate~~adequately ~~sufficient~~prosecute, ~~cash~~maintain, ~~flow~~ or ~~are~~defend ~~restricted~~the ~~from~~licensed ~~paying~~intellectual ~~dividends~~property, orthose ~~making~~rights ~~distributions~~could ~~under~~be ~~applicable~~narrowed, ~~law~~invalidated, or ~~contractual~~ ~~agreements,~~rendered ~~our~~unenforceable. We may have limited ability to ~~meet~~compel ~~our~~the ~~financial~~licensor ~~obligations~~to take protective action, and ~~return~~we ~~value~~may lack the right to ~~shareholders~~independently enforce ~~may~~the belicensed 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 ~~affected~~affect our competitive position.

WeFurthermore, ~~May~~the ~~Have~~license ~~Limited~~agreement ~~Control~~may ~~Over~~be ~~Certain~~subject ~~Subsidiaries~~to termination in connection with the licensor’s bankruptcy or ~~Minority~~insolvency, ~~Interests~~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.

ToThe ~~the~~occurrence ~~extent~~of weany ~~do not own 100%~~ of the ~~equity~~foregoing ~~interests~~could inhave ~~certain~~a ~~subsidiaries~~material oradverse ~~investments,~~effect ~~our~~on ~~ability to control decision-making at those entities may be limited. This may restrict~~ our ~~ability to direct strategy~~business, ~~allocate~~financial ~~capital~~condition, orresults ~~respond~~of ~~quickly to changing~~operations, ~~market~~and ~~conditions within those businesses, which could affect consolidated financial results~~prospects.

Structural Subordination of Our Debt and Equity Holders

As a holding company, our debt and equity holders are structurally subordinated to all existing and future liabilities and obligations of our subsidiaries. In the event of a liquidation or insolvency of any subsidiary, the assets of that subsidiary will be used to satisfy its liabilities before any distributions are made to us or our creditors or stockholders.

Complex Organizational Structure May Limit Transparency and Increase Costs

Our multi-entity structure may limit visibility into the day-to-day operations of our subsidiaries and complicate financial reporting, tax compliance, and regulatory oversight. This complexity may increase administrative costs, create inefficiencies, or heighten the risk of internal control deficiencies.

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~~Risks~~Our ~~Associated~~operating ~~with~~losses ~~Consolidated~~and ~~Financial~~working ~~Reporting~~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.

~~Because~~Our weoperating ~~consolidate~~losses ~~the~~and ~~financial~~working ~~results~~capital ofdeficiency raise substantial doubt about our ~~subsidiaries,~~ability ~~adverse~~to ~~developments~~continue atas ~~the~~a ~~subsidiary~~going ~~level—including~~concern. ~~impairments,~~We ~~legal~~have an ~~liabilities~~accumulated deficit of $(134,810,209) oras ~~operational~~of ~~disruptions—could~~December ~~have~~31, 2025 as well as a ~~direct~~net loss of $(15,973,496) and ~~material~~$(14,446,392) for ~~impact~~the onyears ~~our~~ended ~~consolidated~~December ~~financial~~31, ~~statements~~2025 and 2024. We may never achieve profitability. If we do not generate sufficient revenues, ~~even~~do not ifachieve profitability and do not have other sources of financing for our ~~holding~~business, ~~company~~we may have to curtail or cease our development plans and operations, ~~remain~~which ~~unaffected~~could cause investors to lose the entire amount of their investment.

Potential Conflicts of Interest Between the Holding Company and Subsidiaries

Decisions that benefit the holding company may not always align with the best interests of an individual subsidiary, and vice versa. In cases where our subsidiaries have independent governance, third-party investors, or minority shareholders, such conflicts could arise and may lead to disputes, reputational harm, or limitations on our ability to act unilaterally.

Limitations on Upstreaming Cash from Regulated or Foreign Subsidiaries

Certain of our subsidiaries may be subject to regulatory capital requirements, debt covenants, or foreign exchange controls that restrict their ability to transfer cash or assets to the holding company. These restrictions may limit our financial flexibility and ability to deploy capital effectively across the enterprise.

Risks Related to Our Company and Our Business

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. In addition, we identified an error in our previously reported 2023 figures that resulted in a restatement of our net loss in the year ended December 31, 2023

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 $(117,976,134) as of December 31, 2024 as well as a net loss of $14,446,392 and $4,310,995 for the years ended December 31, 2024 and 2023 (restated), respectively. In the course of preparing our consolidated financial statements for the year ended December 31, 2024, we identified an error in the year ended December 31, 2023, related to the exchange of warrants for shares of our common stock. As a result of this error, we had an increase in our net loss of $288,546 and an increase in our additional paid in capital. There was no effect on net equity or cash flows resulting from this restatement. 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 not be able to raise capital when needed, if at all, which would force us to delay, reduce or eliminate our level of marketing efforts to expand the number of customers and merchants using our products and acquisition of suitable target companies and could cause our business plan to fail.

We will need substantial additional funding to increase our customer base and pursue our acquisition of companies and business units that meet our desired standards. There are no assurances that future funding will be available on favorable terms or at all. The failure to fund our operating and capital requirements could have a material adverse effect on our business, financial condition and results of operations. If we are unable to raise capital when needed or on attractive terms, we could be forced to reduce our efforts to enlist more customers and merchants to use our technology and to delay, reduce or eliminate our acquisition strategy. Any of these events could significantly harm our business, financial condition and prospects.

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.

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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 of ~~the date of this annual report, we have one full-time employee. 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 ~~globally~~ the adoption of our products and services may place a significant strain on our ~~resources~~ resources and increase demands on our executive management, personnel and systems, and our operational, administrative and financial ~~resources~~ 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.

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Any failure to protect our future intellectual property rights could impair our ability to protect our technology and our brand.

Our success depends in part on our ability to enforce our intellectual property and other proprietary rights of the companies we expect to acquire. We expect to rely upon a combination of trademark and trade secret laws, as well as license and other contractual provisions, to protect our intellectual property and other proprietary rights. These laws, procedures and restrictions provide only limited protection and any of our intellectual property rights may be challenged, invalidated, circumvented, infringed or misappropriated. To the extent that our intellectual property and other proprietary rights are not adequately protected, third parties may gain access to our proprietary information, develop and market solutions similar to ours or use trademarks similar to ours, each of which could materially harm our business. The failure to adequately protect our intellectual property and other proprietary rights could have a material adverse effect on our business, financial condition and results of operations.

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.

~~Our plans for expansion cannot be implemented if we lose our key personnel or cannot recruit additional personnel.~~11

We depend substantially on the continued services, specialized knowledge and performance of our senior management, particularly Thiago Moura, our President and 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.

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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.

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.12

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~~Any~~We ~~failure~~may toincur ~~protect~~substantial ~~our~~costs in pursuing future ~~intellectual~~capital ~~property~~financing, ~~rights~~including ~~could~~investment ~~impair~~banking ~~our~~fees, ~~ability~~legal fees, accounting fees, securities law compliance fees and other costs. We may also be required to ~~protect~~recognize ~~our~~non-cash ~~technology~~expenses in connection with certain securities we issue, such as convertible notes and warrants, which may adversely impact our ~~brand~~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.

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.13

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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.

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.14

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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.

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.15

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WeFurther, ~~cannot~~the ~~predict~~JOBS ifAct ~~investors~~permits ~~will~~an ~~find~~“emerging ~~our~~growth ~~common~~company” ~~stock~~such ~~less~~as ~~attractive~~us ~~because~~to wetake ~~will~~advantage ~~rely~~of onan ~~these~~extended ~~exemptions.~~transition Iftime ~~some~~to ~~investors~~comply ~~find~~with ~~our~~new ~~common~~or ~~stock~~revised ~~less~~accounting ~~attractive~~standards as aapplicable ~~result,~~to ~~there~~public ~~may~~companies. beWe aare ~~less~~choosing ~~active~~to ~~trading~~elect ~~market~~the extended transition period for ~~our~~complying with ~~common~~new ~~stock~~or ~~and~~revised ~~our~~accounting ~~stock~~standards ~~price~~applicable ~~may be~~to ~~more~~public ~~volatile~~companies. We ~~may~~have ~~take~~elected ~~advantage~~the ofextended ~~these~~transition ~~reporting~~period ~~exemptions~~for ~~until~~complying with wenew ~~are~~or norevised ~~longer~~accounting anstandards ~~emerging~~pursuant ~~growth~~to ~~company.~~Section We107(b) ~~will~~of ~~remain an~~the ~~emerging~~JOBS ~~growth~~Act ~~company~~ until the earlier of ~~(1)~~ the ~~last~~date ~~day~~we ~~of the fiscal year~~ (ai) ~~following~~are ~~the~~no ~~fifth~~longer an ~~anniversary~~emerging ofgrowth ~~the~~company ~~completion of~~or ~~this offering,~~ (bii) inaffirmatively ~~which~~and weirrevocably ~~have~~opt ~~total~~out ~~annual gross revenue~~ of atthe ~~least~~extended ~~$1.07~~transition ~~billion~~period orprovided ~~(c)~~ in ~~which~~the weJOBS ~~are~~Act. As ~~deemed to be~~ a ~~large accelerated filer~~result, ~~which~~our ~~means~~financial ~~the~~statements ~~market~~may ~~value~~not ofbe ~~our~~comparable ~~common~~to ~~stock~~companies that iscomply ~~held~~with bynew ~~non-~~or ~~affiliates~~revised ~~exceeds~~accounting ~~$700~~pronouncements ~~million~~ as of ~~the~~public ~~prior June~~company 30effective ~~and (2) the date on which we have issued more than $1~~dates.~~0 billion in non-convertible debt during the prior three-year period.~~

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:

● permit our Board of Directors to issue up to 10,000,000 shares of preferred stock, with any rights, preferences and privileges as it may designate, of which we have designated: 7,000,000 shares of Series A preferred stock with 1,000 votes per share 7,000,000 of which are outstanding as of December 31, 2024; issue 570,000 Series B preferred stock with 10,000 votes per share 349,091 of which are issued and outstanding as of December 31, 2024; issue 20,000 Series C preferred stock 12,350 of which are issued and outstanding as of December 31, 2024; issue 250,000 shares of Series D preferred stock with 500,000 votes per shares 100,000 of which are issued and outstanding as of December 31, 2024;

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● 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. ● 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.

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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. WeOn ~~intend~~May 15, 2025, we filed a Motion to ~~vigorously~~Dismiss ~~defend~~the amended complaint with the ~~actions~~District Court of Delaware. On December 19, 2025, a Memorandum Order was issued by the ~~defendants~~United States District Court for the District of Delaware has dismissed, with prejudice, the Second Amended Class Action Complaint filed against the Company and ~~contest~~the ~~what~~current weand ~~believe~~former ~~are~~officers ~~baseless~~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. ~~There~~This ~~are~~case nois ~~other~~stayed ~~updates~~during tothe pendency of the shareholder lawsuit described above that has been dismissed. It is the expectation that this case will also be dismissed.

Pacific Lion failed to purchase over $1,000,000 in Series C Preferred Stock that it agreed to purchase under its Stock Purchase Agreement (the “SPA”) with HUMBL and defaulted under the SPA. On March 13, 2024, HUMBL filed a lawsuit in the U.S. District Court in San Diego, California against Pacific Lion to enforce its rights under the SPA. On March 27, 2024, Pacific Lion filed a Motion to Transfer Venue requesting that the litigation be moved from San Diego to Orange County, California. On May 6, 2024, the court granted Pacific Lion’s motion and the case was transferred from the U.S. District Court in San Diego to the U.S. District Court in Orange County.

On March 11, 2024, Pacific Lion filed a lawsuit against the Company in Pinellas County, Florida alleging breaches of the contracts entered into in connection with certain loans made by Pacific Lion to the Company and certain related claims. On March 13, 2024, Pacific Lion also filed a lawsuit against the Company in Orange County, California alleging breach of the SPA and the other contracts entered in connection with Pacific Lion’s purchase of Series C Preferred Stock from the Company and certain related claims. On July 20, 2024, Pacific Lion entered into a settlement agreement pursuant to which the Company dismissed its lawsuit against Pacific Lion and Pacific Lion released its two lawsuits against the Company.

On May 16, 2024, Robert Hymers III filed a lawsuit against the Company in Maricopa County, Arizona alleging breach of a consulting agreement. On July 2, 2024, the Company and Mr. Hymers entered into a settlement agreement pursuant to which the Company issued Mr. Hymers 700,000,000 shares for work performed under the consulting agreement and Mr. Hymers agreed to dismiss his lawsuit against the Company.

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 “~~HMBL~~RWAX”.

Holders of Record

As of ~~May~~March 931, ~~2025~~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

~~None~~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]

~~ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~19

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”.

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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.~~humbl~~taprealestate.com.

Overview

OnThe ~~December~~Company 2,announced ~~2024,~~on ~~HUMBL~~December 31, ~~Inc.~~2025 ~~(the~~that ~~“Company”~~it orhas ~~“HUMBL”)~~initiated ~~entered~~a ~~into~~strategic ancorporate ~~Asset~~rebrand ~~Purchase~~to TAP ~~Agreement~~Real ~~(the~~Estate ~~“Asset Purchase Agreement”) with WSCG~~Technologies, Inc. (“~~WSCG”),~~TAP Real ~~and WSCG Humbl SPV, a series of SPV Management, LLC (“HoldCo~~Estate”)~~. Pursuant to Asset Purchase Agreement~~, ~~the~~reflecting ~~Company sold all of its assets to WSCG. In consideration for~~ the ~~purchase of the~~ Company’s ~~assets,~~ ~~WSCG~~sharpened ~~agreed~~focus ~~to:~~on ~~(a)~~real ~~pay~~estate ~~the~~asset ~~Company $3~~acquisition,~~025,000;~~ ~~(b) issue 2~~ownership,~~455,556~~ ~~shares of WSCG Class B Common Stock to HoldCo;~~ and ~~(c) grant~~blockchain-enabled ~~24,555,556~~real ~~membership~~estate ~~units~~tokenization. ofIn ~~HoldCo~~connection towith the ~~Company (the “HoldCo Units”). Of the $3~~rebrand,~~037,500~~ ~~payable in cash to~~ the Company~~, $500,000~~ ~~was~~will ~~paid~~also inbe ~~cash~~submitting byan ~~WSCG~~application to ~~the~~change ~~Company~~its ~~prior~~ticker ~~to the closing date~~symbol, subject ~~and $537,500 of indebtedness previously funded~~ to ~~the~~regulatory ~~Company by affiliates of WSCG was cancelled~~approval. ~~The remaining $2,000,000 of the cash purchase price was paid by WSCG on April 1, 2025.~~

~~The~~TAP ~~HoldCo~~Real ~~Units~~Estate ~~represent~~Is ~~approximately~~focused ~~27.5%~~on of the ~~outstanding~~acquisition, ~~equity in WSCG. Upon transfer of the HoldCo Units~~management, ~~the~~and ~~Company~~tokenization ~~will own 100%~~ of ~~HoldCo~~real estate. The Company ~~intends~~seeks to ~~keep~~combine aestablished ~~portion~~real estate offundamentals ~~the~~with ~~HoldCo~~emerging ~~Units~~digital ~~to maintain exposure to WSCG’s performance~~ and ~~the~~blockchain ~~Company~~tokenization ~~assets~~technologies ~~purchased~~in byorder ~~WSCG. The Company will also offer~~ to ~~exchange~~enhance ~~some~~transparency, ofoperational ~~the HoldCo Units~~efficiency, ~~to its debtholders~~ and ~~holders~~investor ofaccess ~~Series~~in ~~C Preferred Stock as a way to eliminate debt and reduce potential future dilution to common stockholders. The transfer of~~ the ~~Company’s~~real ~~assets~~estate ~~to WSCG took place on February 27, 2025~~industry.

OnThe ~~December~~rebrand 2,marks ~~2024, the Company entered into~~ a ~~Stock~~formal ~~Purchase~~repositioning ~~Agreement~~of (the ~~“Stock Purchase Agreement”) with Ybyrá Capital S.A. (“Ybyrá”) and Brian Foote, the~~ Company’s ~~former~~toward ~~CEO and current director. Pursuant to~~ the ~~Stock~~next ~~Purchase~~generation ~~Agreement: (a) HUMBL purchased 99%~~ of ~~the~~real ~~outstanding~~estate ~~equity~~capital ~~interests~~formation, ofwhere ~~FinCapital~~traditional ~~Credito Pagamentos e Servicos~~property ~~LTDA,~~ownership amodels ~~Brazilian~~converge ~~company~~with ~~(“FinCapital”),~~digital ~~from Ybyrá; and (b) Brian Foote sold his 7~~wallets,~~000,000~~ ~~shares~~blockchain ~~of Series A Preferred Stock and 100~~registries,~~000~~ ~~shares~~smart ~~of Series D Preferred Stock of the Company (the “Control Shares”) to Ybyrá. With the purchase of the Control Shares~~contracts, ~~Ybyrá is now the controlling stockholder of the Company. FinCapital a previously dormant entity~~ and ~~had at~~tokenized ~~the~~investment ~~time of the purchase one asset which consisted of 41,500 tons of magnesium silicate with a book value of $20,000,000~~infrastructure. ~~Magnesium silicate is a raw material used in industrial sectors such as fertilizer, construction, ceramics, and fireproofing~~

~~FinCapital~~Initial isCapital ~~now~~Raise aand ~~99%~~Strategic ~~owned~~Focus ~~subsidiary~~on Blockchain-Enabled ofReal the Company. The Company agreed to issue $20,000,000 in common shares to Ybyrá for the purchase of the FinCapital equity interest. HUMBL will pay $4,000,000 of the purchase price through the issuance of 10,000,000,000 common share to Ybyrá ($0.0004 per share). The remaining $16,000,000 in common shares will be issued following a recapitalization event that provides sufficient authorized shares to make the issuance.Estate

As apart ~~result~~ of ~~the~~this ~~WSCG~~transition, TAP ~~purchase~~Real ofEstate has ~~the~~secured $500,000 in ~~Company~~initial ~~assets,~~investment ~~the~~capital to ~~previous~~establish operations and ofsupport ~~the~~early-stage execution. The Company ~~will~~is beactively ~~reflected~~evaluating asa ~~discontinued~~pipeline ~~operations~~of residential, commercial, and ~~the~~hospitality ~~assets~~real estate ~~that~~opportunities for ~~were~~potential ~~sold~~fractional ~~are~~or ~~all~~full ~~reflected~~contribution asto ~~assets~~its ~~under~~balance ~~discontinued~~sheet, ~~operations~~alongside select tokenization opportunities to be offered through the TAP Invest platform.

~~Following~~Property ~~the~~evaluations ~~purchase~~are ofbeing ~~FinCapital~~conducted ~~and~~with ~~the~~a ~~change~~disciplined offocus ~~control~~on ~~associated~~asset ~~with~~quality, ~~such~~cash-flow ~~acquisition~~durability, ~~the~~jurisdictional ~~Company’s business model has changed. For the 2025 fiscal year~~suitability, ~~HUMBL will no longer be pursuing Web 3~~ and ~~related technologies. Instead, the Company will adopt a holding~~long-term avalue ~~company model~~creation. ~~HUMBL~~Particular ~~will~~emphasis beis ~~the~~being ~~parent~~placed ~~holding~~on ~~company~~identifying ~~and~~properties ~~will~~that ~~own~~are ~~and~~well-positioned ~~operate~~to ~~various~~support blockchain-tokenized capital ~~subsidiaries~~inflows, ~~with~~interest-bearing ayield ~~particular~~structures, ~~focus in Brazil~~ and ~~Latin~~digital ~~America.~~ownership ~~FinCapital~~frameworks ~~will~~anticipated ~~be first business operated by HUMBL~~ under ~~the~~emerging U.S. regulatory guidance ~~new~~expected ~~holding~~in ~~company structure~~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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~~FinCapital~~Patented Intellectual ~~owns 41,500 tons of magnesium silicate. Magnesium silicate is a raw material that can be used in fertilizer~~ Property and ~~other~~Regulatory ~~industrial applications. FinCapital is currently looking to sell the magnesium silicate and acquire other raw materials or other mining interests.~~Alignment

OnThe ~~April~~TAP 3,intellectual ~~2025~~property portfolio includes U.S. Patent 12,118,613, ~~HUMBL~~“System ~~entered~~and ~~into~~Method afor ~~Joint~~Transferring ~~Venture~~Currency ~~Agreement~~Using Blockchain” (Foote ~~with~~et ~~Multicortex~~al., ~~LLC~~valid through 2041). ~~Multicortex~~The ispatent acontemplates ~~company~~the ~~focusing~~transfer onof ~~artificial~~stablecoins, ~~intelligence and~~digital ~~high-performance~~assets, ~~computing.~~and ~~Pursuant~~tokenized currencies tobetween ~~the~~digital ~~agreement,~~wallets ~~HUMBL~~and ~~acquired~~computer asystems, ~~51%~~with ~~interest~~direct inapplicability ~~Multicortex.~~across Inescrow, ~~exchange~~payment, ~~HUMBL~~and ~~will~~settlement ~~contribute~~workflows in ~~15%~~real ofestate, ~~any~~title, ~~funds~~and itmortgage ~~raises~~transactions. inAdditional ~~any~~patents ~~Regulation~~are A+pending ~~offering~~in ~~(up~~areas torelated ~~$3,000,000)~~ to ~~fund~~blockchain ~~development~~tokenization of ~~Multicortex’s~~assets, multi-asset ~~suite~~tokenized ofbaskets, ~~products~~and real-world assets.

~~HUMBL’s~~Results ~~controlling~~of ~~shareholder,~~Continuing ~~Ybyrá,~~Operations isfor athe ~~Brazilian~~Years ~~holding~~Ended ~~company~~December ~~with interests in mining~~31, ~~real~~2025 ~~estate, oil~~ and gas, and related fields. Our CEO, Thiago Moura, is an experienced entrepreneur with deep connections in Brazil and throughout Latin America. Our plan is to find and acquire undervalued assets and business in North and South America, with a particular focus in Brazil, and then operate those businesses as subsidiaries under our corporate umbrella.2024

~~Results~~The offollowing ~~Continuing~~table ~~Operations~~sets forth the summary operations for the ~~Years~~years ~~Ended~~ended December 31, ~~2024~~2025 and ~~2023~~2024:

The following table sets forth the summary operations for the years ended December 31, 2024 and 2023:

	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	)

	For the Years Ended
	December 31, 2024			December 31, 2023 (Restated)
Revenues	$	-		$	-
Cost of Revenues	$	-		$	-
Gross Profit	$	-		$	-
Professional Fees	$	1,051,539		$	2,770,689
Settlement	$	2,976,380		$	806,400
General and Administrative Expenses	$	4,274,422		$	6,483,924
Interest Expense	$	(529,100	)	$	(850,140	)
Gain on sale of HUMBL financial assets	$	2,800,000		$	-
Amortization of Debt Discounts	$	(340,971	)	$	(375,371	)
Change in fair value of derivative liabilities	$	15,273		$	43,951
Derivative expense	$	(79,025	)	$	(95,866	)
Loss on conversion of convertible notes payable and exchange of warrants (restated for 2023)	$	(4,988,245	)	$	(3,184,614	)
Provision for Income Taxes	$	-		$	-
Net Loss from Continuing Operations	$	(11,424,409	)	$	(14,523,053	)

Revenues and Cost of Revenues and Gross Profit

Revenues, cost of revenues and gross profit for the years ended December 31, ~~2024~~2025 and ~~2023~~2024 are related to our operations that are reflected in discontinued operations. The Company ~~has~~was ~~recently~~focused ~~acquired~~on the business of FinCapital which consisted of one singular asset which were minerals located in Brazil. ~~The~~until ~~minerals~~the fourth quarter of 2025 when they focused on the rebranding of the Company to TAP Real Estate. There are ~~magnesium~~no revenues, ~~silicate~~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, ~~2023~~2025 were $107,~~061~~621,~~013~~857 as compared to $8,302,341 for the year ended December 31, 2024, a decrease of $1680,~~758,672~~484. Operating expenses consists of professional fees, settlement expenses and general and administrative expenses as fully described below. We expect our professional fees to ~~continue 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, ~~2023 were~~2025 were $21,~~770~~346,~~689~~657 compared to $1,051,539 for the year ended December 31, 2024. The ~~decrease~~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 ~~2023~~ versus ~~2024~~2025. We expect that these costs will ~~continue~~decrease ~~decreasing~~ during ~~2025~~2026.

Settlement

The Company incurred $~~806~~2,~~400~~131,171 in settlement expenses for the year ended December 31, ~~2023~~2025 and $2,976,380 in settlement expenses for the ~~year~~ 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, ~~2023~~2025 were $64,~~483~~144,~~924~~029 compared with $4,274,422 for the year ended December 31, 2024. The decrease in general and administrative expenses ofwas $2130,~~209,502~~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, ~~2023~~2025 we incurred $425,~~462~~151,~~040~~224 in other expenses, compared to $3,122,068 in other expenses in the year ended December 31, 2024, aan ~~decrease~~increase of $122,~~339~~029,~~972~~156 in other expenses. The other expenses relate to amortization of discounts, interest expense and losses on the conversion of convertible notes, ~~and~~changes in ~~exchanges~~fair value of ~~warrants.~~derivative Weliabilities, ~~incurred~~derivative ~~other~~expense, ~~income~~and ~~from~~a loss on investee and on the ~~changes~~investment in ~~our~~TAP ~~derivative~~HoldCo ~~liability~~and asthe ~~well~~loss ason indisposal of minerals and extinguishment of debt. In 2024, awe 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, ~~2023~~2025 was ($1432,~~523~~773,~~053~~081) as compared to a net loss of ($11,424,409) for the year ended December 31, 2024. The $321,~~098~~348,~~644~~672 ~~decrease~~increase in the net loss was due to the changes noted herein.

In the course of preparing our consolidated financial statements for the year ended December 31, 2024, we identified an error in the year ended December 31, 2023, related to the exchange of warrants for shares of our common stock. As a result of this error, we had an increase in our net loss of $288,546 and an increase in our additional paid in capital. There was no effect on net equity or cash flows resulting from this restatement.

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 ofdiscussed ~~December~~above ~~31,~~in ~~2024,~~Note ~~we had $20~~1,~~487~~ ~~in cash. During~~ the ~~last~~Company ~~two~~has ~~years~~recently webegun ~~built~~a ~~our~~rebranding ~~platform~~to ~~and~~TAP ~~grew~~Real ~~our~~Estate ~~operations~~in byefforts ~~acquiring companies~~ to ~~support~~build ~~what~~sustaining weoperations ~~have just recently consolidated into HUMBL.com. The acquisitions increased our debt~~ and ~~our common shares issued as~~ wedrive ~~spent very little~~ cash ~~in these acquisitions~~flow. ~~The impact of COVID-19, supply chain issues, challenges in the cryptocurrency market and recent bank failures have had a minimal impact on the Company’s operations.~~

WeAs ~~had a working capital deficit~~ of ~~$23,693,753 and $4,690,800 as of~~ December 31, ~~2024 and 2023~~2025, ~~respectively.~~we ~~The~~had ~~majority~~$126,066 ~~of our current liabilities are~~ in ~~the form of long-term debt and notes payable, and accounts payable and accrued expenses~~cash. ~~The~~During ~~decrease in working capital is~~ the ~~direct~~last ~~result~~two ofyears ~~reductions~~we ofbuilt ~~notes~~our ~~payable,~~platform ~~accrued interest~~ and ~~accrued~~grew ~~expenses~~our asoperations ~~well~~by asacquiring ~~the change in the contingent consideration.~~companies ~~The~~to ~~Company’s~~support ~~assets~~what aswe ofconsolidated ~~December~~into 2HUMBL.com, ~~2024~~prior ~~were~~to ~~sold and~~ the ~~Company~~sale ~~commenced~~to ~~a new business with the purchase of the magnesium silicate~~TAP. The ~~Company~~acquisitions ~~anticipates entering into profitable businesses upon the sale~~ of ~~the~~Tickeri ~~magnesium~~and ~~silicate.~~Monster, Aswhich ahave ~~result~~since ~~of the operating~~been ~~losses~~disposed ~~and working capital deficit~~of, ~~management~~increased ~~has~~our ~~determined~~debt ~~that~~and ~~there~~our iscommon ~~substantial~~shares ~~doubt~~issued ~~about~~as ~~the~~we ~~Company’s~~spent ~~ability~~very tolittle ~~continue as~~cash ain ~~going~~these ~~concern~~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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InNet ~~January~~cash ~~2023~~used in operating activities was $1,656,535 and ~~June~~$3,183,582 ~~2023~~for the years ended December 31, we2025 ~~recognized~~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 ~~disposal~~sale of ~~$13~~HUMBL Financial assets,~~685,645~~ ~~when~~gain weon ~~settled~~sale ~~all~~of ~~claims~~HUMBL.com ~~with~~and ~~the~~related ~~former~~assets, losses ~~owners~~on the conversion of ~~Tickeri and~~convertible ~~Monster~~notes, ~~and~~extinguishment ~~sold~~of ~~them~~debt ~~back~~and ~~their~~stock-based ~~companies~~compensation.

~~Net~~We ~~cash~~had ~~used~~no ~~in operating~~ activities ~~was~~from ~~$3,183,582~~investing ~~and~~activities ~~$4,118,487~~in ~~for~~ the years ended December 31, ~~2024~~2025 and ~~2023,~~2024 ~~respectively.~~other ~~The~~than ~~$934,905 decrease~~the inbalance ~~net cash used in operating activities was primarily a result~~ of the ~~change~~proceeds ~~in the net loss and the non-cash charges impacting~~received ~~our net loss~~ from ~~2023~~TAP tofor ~~2024, such as~~ the ~~gain on the~~ sale of HUMBL.com ~~Financial~~in ~~assets, losses on~~ the ~~conversion~~amount of ~~convertible~~$2,000,000 ~~notes~~ in 2025 and ~~decreases~~$500,000 in ~~our stock-based compensation~~2024.

~~We had~~Cash no(used ~~activities~~in) ~~from~~provided ~~investing~~by financing activities inwas $(237,886) and $2,109,705 for the years ended December 31, ~~2023~~2025 and 2024, respectively. In 2024, wethe ~~received~~Company raised $2,279,500 from the proceeds from related party, non-related party and convertible notes payable, $356,000 infrom ~~cash~~proceeds for the ~~acquisition~~sale of warrants, as well as repayments of ~~the~~related ~~HUMBL~~party ~~operations~~and toconvertible ~~WSCG~~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.

Cash provided by financing activities was $2,109,705 and $4,003,716 for the years ended December 31, 2024 and 2023, respectively. In 2024, the Company raised $1,354,000 from the proceeds from convertible notes, $395,500 from related party notes payable and $530,000 from notes payable as well as repayments of convertible notes payable of $345,795, $180,000 in related party notes payable and raised $356,000 from the sale of warrants. In 2023, we raised $1,365,050 from the sale of stock, $1,925,000 from proceeds of convertible notes payable and $1,075,365 from related party notes payable, and $50,000 from a contribution of capital by our CEO and $260,000 from notes payable. We also repaid $568,283 of 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, ~~2024~~2025 and ~~2023~~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 ~~of goodwill~~ 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. ~~The Company does not utilize derivative instruments.~~

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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.

~~Recent~~Level 3 inputs are unobservable inputs for the asset ~~Accounting~~or ~~Pronouncements~~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 ~~Company~~using ~~does~~valuation ~~not~~techniques ~~discuss~~that ~~recent~~incorporate ~~pronouncements~~significant unobservable inputs and reflect the Company’s assumptions about the assumptions that ~~are~~market ~~not~~participants ~~anticipated~~would touse ~~have~~in anpricing ~~impact~~the onasset or ~~are~~liability. ~~unrelated~~The toCompany ~~its~~applies ~~financial~~a ~~condition~~combination of valuation approaches, including ~~results~~the ofmarket ~~operations~~approach, ~~cash~~income ~~flows~~approach, orand, ~~disclosures~~when applicable, the cost approach, depending on the nature of the investment and the availability of relevant information.

~~In August~~Under ~~2020,~~ the ~~FASB~~market ~~issued ASU No. 2020-06~~approach, ~~Debt-Debt~~fair ~~with~~value ~~Conversion~~is ~~and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts~~estimated inbased ~~Entity’s~~on ~~Own~~observable ~~Equity~~transactions ~~(Subtopic 815-40): Accounting~~ for ~~Convertible~~similar ~~Instruments~~instruments, ~~and~~including ~~Contracts~~recent ~~in an Entity’s Own Equity (“ASU 2020~~third-~~06”),~~party ~~which~~transactions ~~simplifies~~in the ~~accounting~~same ~~for~~or ~~convertible~~comparable ~~instruments~~investments, or by ~~removing~~applying ~~the~~valuation ~~separation~~multiples ~~models~~derived ~~for~~from ~~(1)~~comparable ~~convertible debt~~public ~~with~~companies aor ~~cash~~precedent ~~conversion feature and (2) convertible instruments with a beneficial conversion feature~~transactions. ~~ASU~~Significant ~~2020-06~~inputs ~~also~~may ~~requires the~~include ~~application~~EBITDA ofor ~~the~~revenue ~~if-converted~~multiples, ~~method~~liquidity ~~for~~discounts, ~~calculating~~control ~~diluted~~premiums, ~~earnings per share~~ and ~~the~~adjustments ~~treasury stock method will be no longer available. This standard will be effective~~ for ~~smaller~~differences ~~reporting companies~~ in ~~fiscal~~growth ~~years beginning after December 15~~prospects, ~~2023~~profitability, ~~with early adoption~~ ~~permitted.~~and ~~The~~risk ~~adoption did not have a material impact on our consolidated financial statements~~characteristics.

~~In November~~Under ~~2023,~~ the ~~Financial~~income ~~Accounting~~approach, ~~Standards~~the ~~Board~~Company ~~issued~~utilizes ~~Accounting Standards Update 2023-07 (“ASU 2023-07”). ASU 2023-07~~discounted ~~improves~~cash ~~segment~~flow ~~reporting~~models ~~disclosures~~or ~~for~~other ~~public~~present ~~companies.~~value ~~ASU~~techniques ~~2023-07 requires more detailed information about reportable segments and expenses including the requirement~~ to ~~disclose~~estimate ~~qualitative~~fair ~~information~~value. ~~about~~These ~~factors~~models ~~used~~incorporate ~~to identify reportable segments and quantitative information about profit and loss measures and~~ significant ~~expense categories. ASU 2023-07 was effective for public companies in fiscal years beginning after December 15~~assumptions, ~~2023. The Company has effective December 2, 2024, entered into an agreement to sell their operating~~including ~~business~~projected ~~to WSCG, and as a result has reflected those operating~~ revenues and expenses, ~~within~~expected ~~discontinued~~cash ~~operations for the years ended December 31~~flows, ~~2024~~discount ~~and 2023~~rates, ~~and~~terminal ~~has~~growth 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 expensesrates, ~~cash~~ ~~flows,~~ and ~~progress~~timing ~~made~~of ~~in the Company’s ongoing development efforts~~exit. ~~All~~Discount ofrates ~~the Company’s long-lived assets~~ are ~~located~~generally indeveloped ~~Brazil.~~using ~~The~~a ~~Company analyzed ASU 2023~~weighted-07average ~~and~~cost ~~determined~~of capital that ~~the~~reflects ~~required~~current ~~information~~market isconditions ~~presented~~and ~~within~~ the ~~consolidated~~risks ~~financial statements~~inherent ~~and~~in ~~footnote disclosures herein. The Company does not believe that ASU 2023-07 will have a material impact on~~ the ~~consolidated financial statements~~investment.

~~Restatement~~For certain investments, particularly illiquid debt ofinstruments, ~~Previously~~valuation ~~Issued~~techniques ~~Financial~~may ~~Statements~~incorporate ~~for~~expected ~~the~~recovery ~~Year~~values, ~~Ended~~probability-weighted ~~December~~scenarios, 31default assumptions, ~~2023~~and credit spreads. For complex or structured instruments, option pricing models or simulation techniques may also be used.

~~In the~~The ~~course~~determination of ~~preparing~~fair ~~our~~value ~~consolidated financial statements~~ for ~~the~~Level ~~year~~3 ~~ended~~investments requires ~~December~~significant ~~31,~~management ~~2024,~~judgment. weThe ~~identified~~Company ancalibrates ~~error~~its invaluation ~~the~~techniques ~~year ended~~to ~~December~~transaction 31prices, ~~2023~~when available, ~~related~~and toperiodically evaluates ~~the~~and ~~exchange~~updates ofkey ~~warrants~~assumptions ~~for~~to ~~shares~~reflect ofcurrent ~~our~~market ~~common~~conditions ~~stock.~~and Asspecific ainvestment ~~result~~performance. ofChanges ~~this~~in ~~error,~~valuation ~~we had an increase~~techniques inor ~~our~~significant ~~net~~increases ~~loss~~or ofdecreases ~~$288,546 and an increase~~ in ~~our~~unobservable ~~additional~~inputs ~~paid~~may result in ~~capital.~~materially ~~There~~different ~~was~~fair novalue ~~effect on net equity or cash flows resulting from this restatement~~measurements.

~~On December~~The 8,Company ~~2023~~may weutilize ~~entered~~information ~~into~~from anindependent third-party ~~exchange~~valuation ~~transaction~~specialists ~~with~~to ~~two~~assist ~~investors~~in ~~who~~determining ~~were~~fair ~~issued~~value. ~~warrants~~The ~~with~~Company ~~common~~evaluates ~~stock~~the onmethodologies, ~~May~~significant 15assumptions, ~~2023.~~ ~~Two~~and outputs of ~~these~~such ~~investors exchanged their warrants (50~~specialists,~~000,000~~ ~~in total)~~ and ~~received~~performs ~~342,000,000~~procedures ~~shares~~to ofassess ~~common~~the ~~stock.~~reasonableness ~~The loss on this exchange~~ of ~~$288,546 was not recorded in~~ the ~~previously~~valuations, ~~filed~~including ~~consolidated~~back-testing ~~financial statements for the year ended December 31, 2023.~~against Asrealized ~~noted above~~transactions, ~~the~~comparison ~~error~~to ~~that~~relevant ~~resulted~~market ~~increased our net loss by $208~~data,~~366~~ and ~~had~~sensitivity noanalyses ~~impact~~over onsignificant ~~our~~unobservable ~~net equity or our net cash flows~~inputs. ~~The error increased our accumulated deficit and additional paid in capital by the $288,546. There were no other amounts restated.~~

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, ~~2024~~2025

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Report of Independent Registered Public Accounting Firm (PCAOB ID: #05525) (Fruci & Associates II, PLLC)	2726
Consolidated Balance Sheets	2827
Consolidated Statements of Operations	2928
Consolidated Statements of Changes in Stockholders’ Equity (Deficit)	30
Consolidated Statements of Changes in Stockholders’ Deficit	29
Consolidated Statements of Cash Flows	3130
Notes to Consolidated Financial Statements	3231

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and ~~Shareholders~~Stockholders of TAP Real Estate Technologies, Inc. (formerly HUMBL, Inc.)

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of ~~HUMBL~~TAP Real Estate Technologies, Inc. (“the Company”) as of December 31, ~~2024~~2025 and ~~2023~~2024, and the related consolidated statements of operations, changes in stockholders’ ~~equity (~~deficit), and cash flows for each of the years in the two-year period ended December 31, ~~2024~~2025, and the related notes (collectively referred to as the financial statements). In In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2024~~2025 and ~~2023~~2024, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, ~~2024~~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 ~~audit~~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 ~~audit~~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 ~~audit~~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 ~~audit~~audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or 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 ~~audit~~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 ~~audit provide~~audits provide a reasonable basis for our opinion.

Emphasis of a Matter – Restatement of Previously Issued Financial Statements

As discussed in Note 1 to the financial statements, the Company has restated its previously issued financial statements for the year ended December 31, 2023, to make a correction as it pertains to recorded of an exchange of warrants for stock. Our opinion on the financial statements as of December 31, 2023 is not modified with respect to this matter.

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.

~~Purchase~~TAP ~~and~~HoldCo ~~Sale~~Investment ~~Transactions~~(Note 4 to the Financial Statements)

Description of the Critical Audit Matter

As discussed in Note 4, ~~near year end~~ the Company ~~entered~~holds ~~into~~an ~~two~~investment ~~significant~~in ~~transactions:~~TAP, ~~(1)~~Inc. ~~share~~through ~~exchange~~its ~~agreement~~ownership of units in TAP HoldCo, which ~~the~~was acquired ~~entity~~ ~~had~~ through a ~~single~~combination of asset, sales and ~~which~~equity ~~was~~exchanges. ~~deemed~~During tothe beyear, anthere ~~asset~~were ~~acquisition~~a ~~(“Fincapital~~series ~~Transaction”),~~of ~~and~~complex ~~(2)~~transactions ~~sale of~~impacting ~~operating~~the ~~assets~~investment balance, inincluding the exchange ~~for~~of ~~cash~~Series ~~and~~C ~~equity~~Preferred ~~considerations~~Stock ~~(“WSCG~~for ~~Transaction”)~~HoldCo units. ~~Given~~Additionally, the ~~timing~~Company ~~and~~determined ~~nature of~~the ~~these~~HoldCo ~~transactions,~~investment to ~~their~~not ~~impact~~have ona ~~the~~readily ~~presentation~~determinable offair ~~the~~value, ~~financial~~requiring ~~statements~~management, ~~and~~in ~~the~~addition ~~potentially~~to ~~subjective~~performing ~~nature~~an analysis of ~~valuation~~potential impairment, to identify transactions of ~~items~~HoldCo ~~included~~units that may suggest a change in ~~these~~the ~~transactions,~~valuation of the investment. This analysis requires significant assumptions ~~auditor~~and ~~judgment~~estimates, that are subject to potential bias, and requires significant auditor effort ~~was~~and ~~required~~judgement to ~~test~~obtain ~~these~~and ~~transactions~~evaluate sufficient audit evidence.

How the Critical Audit Matter was Addressed in the Audit

Our principal audit procedures to ~~evaluate~~address ~~these~~this ~~transactions~~matter ~~consisted~~included of the following~~, among others~~:

1. ~~Evaluated~~We ~~the~~evaluated ~~business~~and ~~purpose~~tested management’s determination of the ~~transactions,~~fair ~~including~~value ~~reviewing~~of ~~for~~the ~~any~~HoldCo ~~related~~units ~~party~~acquired ~~relationships.~~and 2.recalculated ~~Evaluated analysis provided by~~ the ~~Company~~loss ~~and~~recognized ~~compared~~in to the ~~underlying executed agreements~~transaction. 32. ~~Evaluated~~We ~~management’s~~evaluated ~~analysis~~and ~~regarding~~tested ~~ASC~~settlement ~~805~~ and ~~conclusion~~exchange ~~that~~transactions ~~the~~in ~~transaction~~which ~~was~~HoldCo anunits ~~asset~~were ~~purchase~~included ~~(Fincapital~~as ~~Transaction)~~consideration. 43. ~~Evaluated~~We ~~specialist’s~~obtained ~~valuation report related to the existence~~ and ~~valuation~~evaluated ofboth ~~mineral inventory, recalculated the value allocable to the Company in the asset purchase (Fincapital Transaction). 5. Evaluated~~ management’s ~~identification~~qualitative ~~and~~analysis ~~presentation~~ of ~~identified~~potential ~~assets,~~impairment ~~liabilities~~indicators, and the results of ~~operations~~its ~~presented~~procedures asto ~~discontinued~~search ~~operations~~for inand ~~the~~identify ~~financial~~orderly ~~statements~~transactions ~~(WSCG~~of ~~Transaction)~~HoldCo units.

Fruci & Associates II, PLLC – PCAOB ID #05525

We have served as the Company’s auditor since 2024.

Spokane, Washington

~~May 9~~March 31, ~~2025~~2026

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~~HUMBL~~TAP REAL ESTATE TECHNOLOGIES, INC.

(FORMERLY HUMBL, INC.)

CONSOLIDATED BALANCE SHEETS (IN US$)

DECEMBER 31, ~~2024~~2025 AND ~~2023 (RESTATED)~~2024

	DECEMBER 31,			DECEMBER 31,
	DECEMBER 31, 2025			DECEMBER 31, 2024
	2024			2023
				(RESTATED)
ASSETS
Current Assets:
Cash	$	20126,~~487~~066		$	~~363~~20,~~254~~487
Current assets of discontinued operations		2,971,906			471,513
Investment - TAP Inc. HoldCo		1,229,510			-
Total Current Assets		2,992,393			834,767
Current assets of discontinued operations		-			2,971,906
Total Current Assets		1,355,576			2,992,393
Non-Current Assets:
Minerals		~~20,000,000~~-			-20,000,000
Non-current assets of discontinued operations		~~230,510~~-			~~667~~230,~~572~~510
Total Non-Current Assets		~~20,230,510~~-			~~667~~20,~~572~~230,510
TOTAL ASSETS	$	231,~~222~~355,~~903~~576		$	123,~~502~~222,~~339~~903
LIABILITIES AND STOCKHOLDERS’ DEFICIT
LIABILITIES
Current Liabilities:
Accounts payable and accrued expenses	$	21,~~671~~039,~~043~~125		$	12,~~300~~671,~~655~~043
Contingent consideration		-			565,815
Accounts payable - related party		130,966			-
Derivative liabilities		338,986			63,316
Accounts payable		130,966			-
Liability for stock to be issued - acquisition of FinCapital		20,000,000			-
Derivative liabilities		1,400,996			338,986
Advances on purchase of assets by WSCG		1,037,500			-
Liability for stock to be issued - acquisition of FinCapital		-			20,000,000
Current portion of notes payable		750,000			-
Advances on purchase of assets by TAP Inc.		-			1,037,500
Current portion of notes payable - related parties		385,500			200,000
Current portion of notes payable		-			750,000
Current portion of notes payable		385,500			200,000
Current portion of notes payable - related parties		-			385,500
Convertible notes payable - related parties, net of discount		421,830			1,381,830
Current portion of notes payable		-			385,500
Current portion of convertible notes payable, net of discount		1,080,673			1,873,885
Convertible notes payable - related parties, net of discount		221,830			421,830
Current liabilities of discontinued operations		614			140,066
Current portion of convertible notes payable, net of discount		1,433,073			1,080,673
Total Current Liabilities		26,686,146			5,525,567
Current liabilities of discontinued operations		-			614
Long-Term Liabilities:
Total Current Liabilities		4,225,990			26,686,146
Notes payable - related parties, net of current portion		-			100,000
Total Liabilities		4,225,990			26,686,146
Non-current liabilities of discontinued operations		-			2,511
Total Long-Term Liabilities		-			102,511
Total Liabilities		26,686,146			5,628,078
Commitments and contingency		-			-
STOCKHOLDERS’ DEFICIT
Preferred stock, 7,000,000 shares Series A Preferred stock authorized, 570,000 Series B Preferred stock authorized, 20,000 Series C Preferred stock authorized and 250,000 Series D Preferred stock authorized		-			-
Series A Preferred, par value $0.00001, 7,000,000 and 7,000,000 shares issued and outstanding, respectively		70			70
Series B Preferred, par value $0.00001, 349,091 and 379,875 shares issued and outstanding, respectively		3			4
Series B Preferred, par value $0.00001, 335,445 and 349,091 shares issued and outstanding, respectively		3			3
Series C Preferred, par value $0.00001, 12,350 and 12,280 shares issued and outstanding, respectively		-			-
Series C Preferred, par value $0.00001, 2,301 and 12,350 shares issued and outstanding, respectively		-			-
Series D Preferred, par value $0.00001, 100,000 and 0 shares issued and outstanding, respectively		1			-
Series D Preferred, par value $0.00001, 100,000 and 100,000 shares issued and outstanding, respectively		1			1
Preferred stock, value		1			-1
Common stock, par value, $0.00001, 50,000,000,000 shares authorized, 32,748,842,520 and 11,263,429,223 issued and outstanding, respectively		327,488			112,634
Common stock, par value, $0.00001, 85,000,000,000 shares authorized, 53,618,782,943 and 32,748,842,520 issued and outstanding, respectively		536,188			327,488
Additional paid in capital		~~114~~131,~~185~~203,~~329~~533			99114,~~413~~185,~~439~~329
Accumulated deficit		(117,976,134	)		(103,529,742	)
Stock to be issued		200,000			-
Accumulated other comprehensive income (loss)		-			(122,144	)
Accumulated deficit		(134,810,209	)		(117,976,134	)
Total Stockholders’ Deficit		(32,~~463~~870,~~243~~414	)		(43,~~125~~463,~~739~~243	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	231,~~222~~355,~~903~~576		$	123,~~502~~222,~~339~~903

The accompanying notes are an integral part of these consolidated financial statements.

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~~HUMBL~~TAP REAL ESTATE TECHNOLOGIES, INC.

(FORMERLY HUMBL, INC.)

CONSOLIDATED STATEMENTS OF OPERATIONS (IN US$)

FOR THE YEARS ENDED DECEMBER 31, ~~2024~~2025 AND ~~2023 (RESTATED)~~2024

	DECEMBER 31,			DECEMBER 31,
	DECEMBER 31, 2025			DECEMBER 31,2024
	2024			2023
	YEARS ENDED
				(RESTATED)
	DECEMBER 31, 2025			DECEMBER 31,2024
CONTINUING OPERATIONS:
REVENUES	$	-		$	-
COST OF REVENUES		-			-
GROSS (LOSS) PROFIT		-			-
OPERATING EXPENSES
Professional fees		1,~~051~~346,~~539~~657			21,~~770~~051,~~689~~539
Settlements of payables		2,976,380			806,400
Settlement		2,131,171			2,976,380
General and administrative expenses		4,~~274~~144,~~422~~029			64,~~483~~274,~~924~~422
Total Operating Expenses		87,~~302~~621,~~341~~857			108,~~061~~302,~~013~~341
OPERATING LOSS		(87,~~302~~621,~~341~~857	)		(108,~~061~~302,~~013~~341	)
NON-OPERATING INCOME (EXPENSE)
Interest expense		(~~529~~1,~~100~~321,862	)		(~~850~~529,~~140~~100	)
Gain on sale of HUMBL Financial assets		~~2,800,000~~-			-2,800,000
Amortization of debt discounts		(~~340~~744,~~971~~160	)		(~~375~~340,~~371~~971	)
Change in fair value of derivative liability		15,273			43,951
Loss on investee		(846,140	)		-
Derivative expense		(79,025	)		(95,866	)
Change in fair value of derivative liability		122,474			15,273
Gain (loss) on conversion of convertible notes payable and exchange of warrants		(4,988,245	)		(3,184,614	)
Derivative expense		(1,115,146	)		(79,025	)
Total Non-Operating Income (Expenses)		(3,122,068	)		(4,462,040	)
Loss on disposal of minerals		(20,000,000	)		-
NET LOSS FROM CONTINUING OPERATIONS BEFORE DISCONTINUED OPERATIONS AND PROVISION FOR INCOME TAXES		(11,424,409	)		(14,523,053	)
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		(236,~~995,707~~344	)		(32,~~473~~995,~~587~~707	)
(Loss) gain on disposal of discontinued operations		(26,276	)		13,685,645
Gain (loss) on disposal of discontinued operations		16,835,929			(26,276	)
Total discontinued operations		(316,~~021~~799,~~983~~585	)		10(3,~~212~~021,~~058~~983	)
NET LOSS FROM OPERATIONS BEFORE PROVISION FOR INCOME TAXES		(1415,~~446~~973,~~392~~496	)		(414,~~310~~446,~~995~~392	)
Provision for income taxes		-			-
NET LOSS	$	(1415,~~446~~973,~~392~~496	)	$	(414,~~310~~446,~~995~~392	)
Other comprehensive income (loss)
Less: Deemed Dividend		(860,579	)		-
Foreign currency translations adjustment		-			(79,146	)
NET LOSS AVAILABLE TO COMMON SHAREHOLDERS	$	(16,834,075	)	$	(14,446,392	)
Comprehensive income (loss)	$	(14,446,392	)	$	(4,390,141	)
Net loss per share - basic and diluted to available common shareholders
Net loss per share - basic and diluted
Continuing operations	$	(0.00	)	$	(0.00	)
Discontinued operations	$	(0.00	)	$	(0.00	)
Net loss per share - basic	$	(0.00	)	$	(0.00	)
Net loss per share - basic and diluted to available common shareholders	$	(0.00	)	$	(0.00	)
Weighted average common shares outstanding - basic and diluted		1743,~~630~~420,~~554~~082,~~862~~894			517,~~372~~630,~~286~~554,~~668~~862

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

~~HUMBL~~TAP REAL ESTATE TECHNOLOGIES, INC.

~~CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY~~ (~~DEFICIT)~~FORMERLY ~~(IN~~HUMBL, ~~US$~~INC.)

~~YEARS~~CONSOLIDATED ~~ENDED~~STATEMENTS ~~DECEMBER~~OF ~~31,~~CHANGES ~~2024~~IN ~~AND~~STOCKHOLDERS’ ~~2023~~DEFICIT (~~RESTATED~~IN US$)

	Shares		Amount		Shares			Amount			Shares		Amount		Shares		Amount		Shares		Amount		Capital			Income (Loss)			Deficit			Total
	Series A Preferred				Series B Preferred						Series C Preferred				Series D Preferred				Common Stock				Additional Paid-In			Accumulated Other Comprehensive			Accumulated
	Shares		Amount		Shares			Amount			Shares		Amount		Shares		Amount		Shares		Amount		Capital			Income (Loss)			Deficit			Total
Balance - January 1, 2023		7,000,000	$	70		416,159		$	4			-	$	-		-	$	-		2,182,343,775	$	21,823	$	63,887,828		$	19,454		$	(99,218,747	)	$	(35,289,568	)
Stock issued for:
Cash		-		-		-			-			1,005		-		-		-		147,500,000		1,475		1,363,575			-			-			1,365,050
Services (including settlement of obligation to issue common shares)		-		-		-			-			-		-		-		-		751,317,338		7,514		2,281,203			-			-			2,288,717
Acquisition - BM Authentics (to settle obligation to issue common shares)		-		-		-			-			-		-		-		-		90,000,000		900		899,100			-			-			900,000
Settlement of Tickeri sale		-		-		-			-			-		-		-		-		5,433,656		54		47,762			-			-			47,816
Conversion of convertible notes		-		-		-			-			-		-		-		-		7,375,294,454		73,753		16,227,499			-			-			16,301,252
Conversion of Series B Preferred to common shares		-		-		(36,284	)		-			-		-		-		-		362,840,000		3,628		(3,628	)		-			-			-
Shares issued in warrant and debt exchange (restated)		-		-		-			-			11,275		-		-		-		342,000,000		3,420		6,824,013			-			-			6,827,433
Vested RSUs		-		-		-			-			-		-		-		-		6,700,000		67		(67	)		-			-			-
Contribution of capital		-		-		-			-			-		-		-		-		-		-		50,000			-			-			50,000
Derivative liability converted to common stock		-		-		-			-			-		-		-		-		-		-		315,425			-			-			315,425
Discount recorded on convertible notes		-		-		-			-			-		-		-		-		-		-		101,506			-			-			101,506
Stock-based compensation - warrants		-		-		-			-			-		-		-		-		-		-		3,828,624			-			-			3,828,624
Stock-based compensation - options		-		-		-			-			-		-		-		-		-		-		142,593			-			-			142,593
Stock-based compensation - restricted stock grants		-		-		-			-			-		-		-		-		-		-		1,184,746			-			-			1,184,746
Amortization of contingent consideration - restricted stock units		-		-		-			-			-		-		-		-		-		-		2,263,260			-			-			2,263,260
Change in comprehensive income		-		-		-			-			-		-		-		-		-		-		-			(141,598	)		-			(141,598	)
Net loss for the year (restated)		-		-		-			-			-		-		-		-		-		-		-			-			(4,310,995	)		(4,310,995	)
Balance - December 31, 2023		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	)
Balance		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 (including settlement of obligation to issue common shares)		-		-		-			-			70		-		100,000		1		215,000,000		2,150		420,349			-			-			422,500
Cash		-		-		-			-			-		-		-		-		-		-		-			-			-			-
Vested RSUs		-		-		-			-			-		-		-		-		-		-		-			-			-			-
Conversion of convertible notes		-		-		-			-			-		-		-		-		16,565,722,102		165,657		8,346,311			-			-			8,511,968
Settlements		-		-		-			-			-		-		-		-		3,456,901,195		34,569		811,811			-			-			846,380
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
Stock-based compensation - warrants		-		-		-			-			-		-		-		-		-		-		3,853,479			-			-			3,853,479
Stock-based compensation - options		-		-		-			-			-		-		-		-		-		-		26,442			-			-			26,442
Related party forgiveness of debt		-		-		-			-			-		-		-		-		-		-		12,500			-			-			12,500
Warrant purchases		-		-		-			-			-		-		-		-		-		-		111,000			-			-			111,000
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		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	)

YEARS ENDED DECEMBER 31, 2025 AND 2024

	Shares		Amount		Shares			Amount			Shares			Amount		Shares		Amount		Shares		Amount		Capital			Issued			Income (Loss)			Deficit			Total
	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	)
Balance		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	)
Balance		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.

Table of Contents

~~HUMBL~~TAP REAL ESTATE TECHNOLOGIES, INC.

(FORMERLY HUMBL, INC.)

CONSOLIDATED STATEMENTS OF CASH FLOWS (IN US$)

YEARS ENDED DECEMBER 31, ~~2024~~2025 AND ~~2023 (RESTATED)~~2024

	2024			2023
	DECEMBER 31, 2025			DECEMBER 31, 2024
				(RESTATED)
CASH FLOWS FROM OPERATING ACTIVITIES FROM CONTINUING OPERATIONS
Net loss	$	(1415,~~446~~973,~~392~~496	)	$	(414,~~310~~446,~~995~~392	)
Adjustments to reconcile net loss to net cash used in operating activities
Loss on conversion of convertible notes payable		4,988,245			3,184,614
Shares issued in settlement		450,000			2,976,380
Fee added to convertible notes		624,954			58,850
Loss on extinguishment of debt in note amendments		31,298			-
Amortization of debt discounts		340,971			375,371
Loss on conversion of convertible notes payable		1,215,092			4,988,245
Stock-based compensation		4,302,421			7,067,833
Fee added to convertible notes		732,260			624,954
Gain on disposal of Tickeri		-			(11,577,247	)
Interest expense recorded for discounts		544,544			-
Gain on disposal of Monster		-			(2,108,398	)
Amortization of debt discounts		744,160			340,971
Derivative expense		79,025			95,866
Loss on investee		846,140			-
Settlements of payables		2,976,380			806,400
Loss on settlement		1,621,171			-
Change in fair value of derivative liability		(15,273	)		(43,951	)
Stock-based compensation		4,051,480			4,302,421
Gain on sale of HUMBL Financial assets		(2,800,000	)		-
Gain on disposal of HUMBL.com		(16,835,929	)		-
Loss on disposal of minerals		20,000,000			-
Derivative expense		1,115,146			79,025
Change in fair value of derivative liability		(122,474	)		(15,273	)
Gain on sale of HUMBL Financial assets		-			(2,800,000	)
Changes in assets and liabilities, net of acquired amounts
Accounts payable and accrued expenses		277,836			1,122,137
Accounts payable - related party		130,966			-
Total adjustments		10,774,559			(1,018,525	)
Accounts payable and accrued expenses		(207,124	)		277,836
Net cash used in operating activities of continuing operations		(3,671,833	)		(5,329,520	)
Total adjustments		14,316,730			10,774,559
Net cash provided by operating activities of discontinued operations		488,251			1,211,033
Net cash used in operating activities of continuing operations		(1,656,766	)		(3,671,833	)
Net cash used in operating activities		(3,183,582	)		(4,118,487	)
Net cash provided by operating activities of discontinued operations		231			488,251
Net cash used in operating activities		(1,656,535	)		(3,183,582	)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash received in acquisition by WSCG		500,000			-
Cash received in acquisition by TAP Inc.		2,000,000			500,000
Net cash provided by investing activities of continuing operations		~~500~~2,000,000			-500,000
Net cash provided by investing activities of discontinued operations		~~231,110~~-			-231,110
Net cash provided by investing activities		~~731~~2,~~110~~000,000			-731,110
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from related party notes payable		~~395~~12,~~500~~000			1395,~~075,365~~500
Payments of related party notes payable		(~~180~~404,~~000~~711	)		(~~100~~180,000	)
Payments of notes payable - bank		-			(3,416	)
Repayment of convertible notes payable		-			(345,795	)
Payments of notes payable		-			(568,283	)
Proceeds from sales of warrants		-			356,000
Repayment of convertible notes payable		(345,795	)		-
Repayment of notes payable		(750,000	)		-
Contribution of capital CEO		-			50,000
Proceeds from notes payable		-			530,000
Proceeds from sales of warrants		356,000			-
Proceeds from convertible notes payable		904,825			1,354,000
Proceeds from notes payable		530,000			260,000
Net cash (used in) provided by financing activities		(237,886	)		2,109,705
Proceeds from convertible notes payable		1,354,000			1,925,000
NET INCREASE (DECREASE) IN CASH AND RESTRICTED CASH		105,579			(342,767	)
Proceeds from issuance of common and preferred stock for cash		-			1,365,050
CASH - BEGINNING OF YEAR		20,487			363,254
Net cash provided by financing activities		2,109,705			4,003,716
CASH - END OF YEAR	$	126,066		$	20,487
NET (DECREASE) IN CASH AND RESTRICTED CASH		(342,767	)		(114,771	)
CASH PAID DURING THE YEAR FOR:
CASH - BEGINNING OF PERIOD		363,254			478,025
Interest expense	$	5,938		$	-
CASH - END OF PERIOD	$	20,487		$	363,254
CASH PAID DURING THE PERIOD FOR:
Interest expense	$	-		$	-
Income taxes	$	-		$	-
SUPPLEMENTAL INFORMATION - NON-CASH INVESTING AND FINANCING ACTIVITIES:
Settlement with Tickeri in disposal	$	-		$	11,496,095
Conversion of preferred stock into common stock	$	63,215		$	3,078
Settlement with Monster in disposal	$	-		$	1,848,459
Common shares issued in settlement with BRU for accrued expenses	$	1,380,000		$	-
Conversion of preferred stock into common stock	$	3,078		$	3,628
Accrued interest converted into convertible notes payable	$	12,300		$	-
Conversion of obligation to issue common stock into common stock	$	-		$	903,936
Obligation to issue common shares for purchase of FinCapital	$	-		$	20,000,000
Conversion of convertible notes payable, derivative liability and accrued interest to common stock	$	3,915,383		$	13,355,178
Settlement with Thiago Moura for liability to issue shares in FinCapital transaction	$	20,000,000		$	-
Related party note forgiven	$	12,500		$	-
Settlement of notes payable for purchase of HUMBL assets to TAP Inc.	$	-		$	537,500
Obligation to issue common shares for purchase of FinCapital	$	20,000,000		$	-
Related party note forgiven	$	-		$	12,500
Reclassification of convertible notes payable to derivative liabilities	$	245,000		$	422,692
Shares of common stock issued for warrant exchanges	$	-		$	5,900
Settlement of notes payable for purchase of HUMBL assets to WSCG	$	537,500		$	-
Vesting of contingent consideration	$	-		$	565,815
Settlement of accounts payable for digital assets	$	-		$	2,688
Reclassification of convertible notes payable to derivative liability	$	-		$	245,000
Shares issued for vested RSUs	$	-		$	67
Deemed dividend	$	860,579		$	-
Shares of common stock issued for warrant exchanges	$	5,900		$	-
Conversion of convertible notes payable, derivative liability and accrued interest for common stock	$	3,448,207		$	3,915,383
Vesting of contingent consideration	$	565,815		$	2,263,260
Series C Preferred Stock issued for debt and warrant exchanges	$	-		$	6,505,402
Conversion of derivative liability for common stock	$	-		$	315,425
Discount recorded on convertible debt	$	-		$	101,506
Changes in SAS 121 recognition of assets and liabilities	$	-		$	631,521

The accompanying notes are an integral part of these consolidated financial statements.

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~~HUMBL~~TAP REAL ESTATE TECHNOLOGIES, INC.

(FORMERLY HUMBL, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (IN US$)

DECEMBER 31, ~~2024~~2025 AND ~~2023~~2024

NOTE 1: NATURE OF OPERATIONS

TAP Real Estate Technologies, Inc. (formerly HUMBL, Inc.) (the “Company” or “HUMBL” or “TAP Real Estate”) ~~was~~announced ~~incorporated~~on inDecember ~~the~~31, ~~state~~2025 ofthat ~~Oklahoma~~it onhas initiated ~~November~~a 12strategic corporate rebrand to TAP Real Estate Technologies, ~~2009~~Inc. (“TAP ~~The~~Real Estate”), reflecting the Company’s ~~was~~sharpened ~~redomiciled~~ focus on ~~November~~real 30estate asset acquisition, ~~2020~~ownership, toand blockchain-enabled real estate tokenization. In connection with this rebrand, the ~~state~~Company ofreceived ~~Delaware~~regulatory approval for the formal name change and ticker symbol change on March 4, 2026.

OnTAP ~~December~~Real 3,Estate ~~2020, HUMBL, LLC (“HUMBL LLC”) merged into the Company in what~~ is ~~accounted~~focused ~~for~~on ~~as a reverse merger. Under~~ the ~~terms~~ ofacquisition, ~~the Merger Agreement~~management, ~~HUMBL~~and ~~LLC~~tokenization ~~exchanged 100%~~ of ~~their~~real ~~membership interests for 552,029 shares of newly created Series B Preferred Stock~~estate. The ~~Series~~Company Bseeks ~~Preferred shares were issued~~ to ~~the~~combine ~~respective~~established ~~members of HUMBL LLC following the approval by FINRA of a one-for-four~~real ~~reverse~~estate ~~stock~~fundamentals ~~split~~with ofemerging ~~the~~digital ~~common shares~~ and ~~the~~blockchain ~~increase~~tokenization technologies in ~~the~~order ~~authorized common shares~~ to ~~7,450,000,000~~enhance ~~shares~~transparency, ~~and~~operational 10efficiency,~~000,000 preferred~~ ~~shares.~~and Oninvestor ~~July~~access ~~27,~~in ~~2023,~~ the ~~Company~~real ~~increased~~estate ~~their authorized common stock to 12,500,000,000 shares~~industry. ~~On January 26, 2024, the Company increased their authorized common stock to 22,500,000,000 shares.~~

The ~~FINRA~~rebrand ~~approval~~marks ~~for~~a ~~both~~formal ~~the~~repositioning ~~increase in the authorized common shares and reverse stock split occurred on February 26, 2021. To assume control~~ of the Company, ~~the~~toward ~~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~~next ~~and~~generation ~~CEO~~ of ~~HUMBL~~real ~~LLC~~estate ~~for~~capital ~~a $40~~formation,~~000~~ ~~note~~where ~~payable.~~traditional ~~The Series A Preferred Stock is~~property ~~not~~ownership ~~convertible~~models ~~into~~converge ~~common~~with ~~stock;~~digital ~~however~~wallets, itblockchain ~~has voting rights of 10~~registries,~~000~~ ~~votes~~smart ~~per 1 share of stock. After the reverse merger was completed~~contracts, ~~HUMBL~~ ~~LLC ceased doing business,~~ and ~~all~~tokenized ~~operations~~investment ~~were conducted under Tesoro Enterprises, Inc~~infrastructure. ~~which later changed its name to HUMBL, Inc. (“HUMBL” or the “Company”).~~

OnInitial ~~June~~Capital 3,Raise ~~2021 we acquired Tickeri, Inc. (“Tickeri”) in a debt~~ and ~~stock~~Strategic ~~transaction~~Focus ~~totaling $20,000,000 following which Tickeri became a subsidiary of HUMBL. On January 31, 2023, the Company sold Tickeri back to the former owners and reflected the loss~~ on ~~disposal in the Consolidated Statement of Operations. For the full description of these transactions, refer to the Form 10~~ Blockchain-KEnabled ~~for~~Real ~~the year ended December 31, 2022 filed April 6, 2023.~~Estate

~~On June 30, 2021, we acquired Monster Creative, LLC (“Monster”). Monster is a Hollywood production studio that specializes in producing movie trailers and other related content.~~ As part of ~~the~~this ~~acquisition~~transition, TAP weReal ~~entered~~Estate has into certain debt instruments with the founders of Monster that are in default as they were due December 31, 2022. Effective June 30, 2023, the Company and Phantom Power, LLC (the entity that sold Monster to the Company two years earlier) entered into a Securities Purchase Agreement whereby the Company sold back the membership interest they held along with 115,000,000 five-year 5 warrants priced at secured $~~0.05 in exchange for the cancellation of the remaining portion of the original $975~~500,000 ~~non-convertible note of which $300,000 remained outstanding, and the cancellation of $1,000,000 of the remaining $3,308,830~~ in ~~convertible notes that remained outstanding. As part of the sale of the membership interest, Monster took back all assets and~~ ~~liabilities~~initial ~~with~~investment ~~respect~~ capital to ~~their~~establish ~~company,~~operations and ~~the~~support ~~intercompany~~early-stage ~~advances~~execution ~~between~~(See ~~the~~Notes ~~Company~~9 and ~~Monster were forgiven~~17). The ~~operations~~ ofCompany ~~Monster~~is ~~for~~actively ~~2023~~evaluating ~~and~~a pipeline ~~2022~~of residential, ~~are reflected in discontinued operations~~commercial, and ~~the~~hospitality ~~result~~real ofestate ~~the~~opportunities for ~~disposal~~potential offractional ~~Monster~~or isfull ~~reflected~~contribution asto aits ~~loss~~balance onsheet, ~~disposal~~alongside inselect ~~the~~tokenization ~~consolidated~~opportunities ~~statements of operations. For the full description of Monster, refer~~ to ~~the~~be ~~Form 10-K~~offered ~~for~~through the ~~year~~TAP ~~ended December 31, 2022 filed April 6, 2023~~Invest platform.

OnProperty ~~February~~evaluations ~~12,~~are ~~2022,~~being ~~the~~conducted ~~Company entered into an asset purchase agreement~~ with ~~BizSecure, Inc. (“BizSecure”). The Company determined this was an acquisition of~~ a ~~business~~disciplined ~~pursuant~~focus toon ~~the~~asset ~~guidance~~quality, ~~provided~~cash-flow indurability, ~~both~~jurisdictional ~~ASC~~suitability, ~~805~~ and ~~Rule 11~~long-~~01(d) of Regulation S-X. BizSecure~~term isvalue ~~not considered a significant subsidiary under Regulation S-X Rule 1-02(w)~~creation. ~~The~~Particular ~~Company~~emphasis ~~acquired~~is abeing ~~customer~~placed ~~relationship~~on ~~with~~identifying ~~the~~properties ~~US Air Force and BizSecure’s Mobile ID technology. The Company had issued 13,200,000 common shares and 26,800,000 restricted stock units (“RSUs”)~~ that ~~vest~~ ~~quarterly~~are ~~commencing~~well-positioned ~~April 1, 2022 for a period of two years 2 as part of this acquisition. On December 30, 2022, as a result of the Company’s failure~~ to ~~timely register the 13,200,000 shares of common stock issued February 12, 2022 BizSecure~~support blockchain-tokenized ~~requested~~capital ~~the cancellation of such shares and the 10~~inflows,~~050,000~~ ~~RSUs~~interest-bearing ~~that~~yield ~~vested during 2022. Pursuant to BizSecure’s request~~structures, ~~the 13,200,000 shares of common stock~~ and ~~the~~digital ~~10,050,000~~ownership ~~RSUs~~frameworks ~~were~~anticipated ~~rescinded~~under ~~effective December 30, 2022~~emerging U. ~~The remaining 16,750,000 RSUs will~~S. regulatory ~~continue~~guidance toexpected ~~vest~~ in ~~accordance with the original terms~~2026. ~~For the full description of this transaction, refer to the Form 10-K for the year ended December 31, 2022 filed April 6, 2023.~~

32A Public Company Model for the Next Era of U.S. Real Estate

~~Table~~In support of ~~Contents~~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.

OnThis ~~March~~agreement 3,establishes ~~2022, the Company acquired Ixaya Business SA de CV,~~ a public ~~Mexican~~company ~~corporation~~model designed ~~(“Ixaya”),~~to ~~under~~combine athe ~~Stock~~benefits ~~Purchase Agreement (“Ixaya SPA”). The acquisition~~ of ~~Ixaya~~a ~~was~~publicly ~~for~~held ~~$150,000~~company ~~and 8,962,036 shares of common stock~~ (aTAP ~~value~~Real ~~of $1,500,000~~Estate) ~~for~~ with a ~~total of $1~~patented,~~650,000.~~ ~~The~~vertically ~~Company~~integrated ~~accounted~~blockchain ~~for~~technology ~~this~~and ~~acquisition~~intellectual asproperty aplatform ~~business~~held ~~combination~~as ~~under ASC 805, and Ixaya was not considered~~ a ~~significant~~private ~~subsidiary~~company ~~under Regulation S-X Rule 1-02~~(wTAP).

OnUnder ~~November~~this 2structure, TAP ~~2022,~~Real ~~the~~Estate will ~~Company~~hold ~~acquired~~and BMmanage ~~Authentics~~select ~~(“BM”),~~real aestate ~~provider~~assets, ofwhile ~~sports~~leveraging ~~merchandise~~licensed ~~ranging~~digital ~~from~~infrastructure to ~~autographed~~tokenize ~~jerseys, bats,~~ownership ~~balls~~interests, ~~helmets,~~manage ~~and~~investor ~~photos for $110~~participation,~~000~~ ~~in cash~~ and ~~90,000,000~~support ~~shares~~compliant ofissuance ~~common~~and ~~stock.~~lifecycle ~~These shares were issued on January 10, 2023~~administration.

OnThe ~~November~~objective ~~15,~~is ~~2022~~to wecreate ~~entered into~~ a ~~Settlement Agreement and Mutual Release of Claims (the “Release Agreement”) with Forwardly~~repeatable, ~~Inc.~~ ~~(“Forwardly”)~~compliant ~~under~~model ~~which~~for wehow ~~agreed~~real toestate ~~pay~~can ~~Forwardly~~be $2acquired,~~200,000~~ ~~in five equal monthly payments of $440~~structured,~~000~~ ~~commencing November 15~~tokenized, ~~2022~~ and ~~ending~~administered ~~March 15, 2023~~within U. ~~The Company and Forwardly, amended the terms of the payments whereby the Company paid the~~S. capital ~~January and February 2023 payments in December 2022~~markets, ~~and~~serving ~~Forwardly~~as ~~agreed to extend the last payment to June 15, 2023. The payment is being made in connection with~~ a ~~warrant~~blueprint ~~(the “Warrant”) that Forwardly purchased from us~~ for ~~$200,000 in 2020 that provided for~~ the ~~purchase~~broader ~~of up to 125 million shares of our common stock of which Forwardly purchased 10 million shares for $2,000,000 in 2021~~industry. Forwardly retained the 10 million shares under the Warrant in lieu of interest on the $2,000,000 it paid to exercise that number of our shares of common stock under the Warrant. Upon payment of the last $440,000, the remaining 115,000,000 warrants were cancelled.

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 19, 2023, we entered into a Settlement Agreement (the “Settlement Agreement”) with BizSecure, Inc. (“BizSecure”). On February 12, 2022, we purchased substantially all of BizSecure’s assets pursuant to an Asset Purchase Agreement (the “APA”). Under the APA, we were obligated to register a certain number of shares for BizSecure with the Commission within 90 days. We failed to timely register those shares. Pursuant to the Settlement Agreement, BizSecure agreed to release its claims against us for failing to timely register the shares as well as all other claims it may have against us arising in connection with the APA. In exchange we agreed to issue 127,000,000 shares of our common stock to BizSecure, and release any claims we may have against BizSecure in connection with the APA.

On February 23, 2024, the Company 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.

In June 2024, the Company decided to terminate the Ixaya SPA effective April 1, 2024 and deconsolidate from the Company, and utilize their support staff in various projects the Company works on. There was no return of shares previously issued to the owner of Ixaya, and the Company returned the shares they owned in Ixaya, and the separation was amicable on both sides. The results of Ixaya are reflected in discontinued operations.

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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 December 2, 2024, following execution of the Stock Purchase Agreement, the Company entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with WSCG, Inc. (“WSCG”), and WSCG Humbl SPV, a series of SPV Management, LLC (“HoldCo”). Pursuant to Asset Purchase Agreement, the Company sold all of its assets to WSCG. In consideration for the purchase of the Company’s assets, WSCG agreed to: (a) pay the Company $3,025,000; (b) issue 2,455,556 shares of WSCG 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 WSCG to the Company prior to the closing date, and $537,500 of indebtedness previously funded to the Company by affiliates of WSCG was cancelled. The remaining $2,000,000 of the cash purchase price was paid by WSCG on April 1, 2025.

The HoldCo Units represent approximately 27.5% of the outstanding equity in WSCG. Upon transfer of the HoldCo Units, the Company will own 100% of HoldCo. The Company intends to keep a portion of the HoldCo Units to maintain exposure to WSCG’s performance and the Company assets purchased by WSCG. The Company will also offer to exchange some of the HoldCo Units to its debtholders and holders of Series C Preferred Stock as a way to eliminate debt and reduce potential future dilution to common stockholders. The transfer of the Company assets to WSCG 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 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 is now 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. HUMBL will pay $4,000,000 of the purchase price through the issuance of 10,000,000,000 common share to Ybyrá ($0.0004 per share). The remaining $16,000,000 in common shares will be issued following a recapitalization event that provides sufficient authorized shares to make the issuance.

As a result of the WSCG 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.

Former HUMBL Operations for the Years Ended December 31, 2024 and 2023

HUMBL was a Web 3, digital commerce platform built to connect consumers, businesses and governments in the digital economy. HUMBL provides simple tools and packaging for complex new technologies such as blockchain, in the same way that previous cycles of e-commerce and the cloud were more simply packaged by companies such as Facebook, Apple, Amazon and Netflix over the past several decades. The Company through their product offerings are looking to simplify and package the digital economy for consumers, corporations and government.

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The goal of HUMBL was to provide ready built tools, and platforms for consumers and merchants to seamlessly participate in the digital economy. HUMBL is built on a patent-pending, decentralized technology stack that utilizes both core and partner technologies, to provide faster connections to the digital economy and each other.

HUMBL was issued on October 15, 2024, by the United States Patent and Trademark Office (“USPTO”), a patent for System and Method for Transferring Currency Using Blockchain. As more traditional assets and currencies become tokenized on blockchain, the potential industry applications for this patent include, but are not limited to; digital wallets, digital asset exchanges, traditional stock exchanges, traditional banks, financial services and brokerages, global remittance and payment providers, transfer agents, foreign exchange, credit card services and government services.

HUMBL – A Verified Commerce Platform

HUMBL delivers a digital wallet and website as our core services. HUMBL provides customers with the ability to connect with consumers and merchants that have all been fully verified.

1. HUMBL Wallet 2. HUMBL.com 3. HUMBL Commercial Services

HUMBL Wallet

The HUMBL Wallet is a 4.9-star application that is available for download on major app stores. The HUMBL Wallet is the centerpiece of the consumer experience on the HUMBL platform. The HUMBL Wallet consolidates a variety of services for customers in one place and helps us to verify customers and merchants.

- Search Engine - Social Media - Marketplace - Digital Payments

The HUMBL Wallet is self-custodied by the individual; ensuring that the user has full control over their online identity, digital assets and private keys.

The HUMBL Wallet is also connected to the BLOCKS Registry, a product registry that allows customers to authenticate and track physical and digital items.

HUMBL Wallet customers have the obligation to perform their own tax record keeping; as well as backup of their private keys, to ensure the recoverability, data security and storage of their digital assets.

The HUMBL Wallet is equipped with 2-factor authentication; as well as biometric security features, which are handled by the handset and its manufacturer. We do not store or have access to any biometric information related to our verified users.

The HUMBL Wallet uses SumSub, Clear and Dojah, third-party service providers, to perform know-your-customer/know-your-business services and authenticate customers. We do not capture or store consumers’ information on our servers, except for their corresponding name, wallet address and email address for basic communications with the verified user. We do not resell our customers data.

The HUMBL Wallet is available in over 130 countries and is not available in any OFAC Countries. The HUMBL Wallet no longer allows customers to buy, sell or swap digital assets.

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HUMBL.com

i. HUMBL Search Engine

The HUMBL Search Engine is available via the HUMBL Wallet and the HUMBL.com Platform. The HUMBL Search Engine allows customers to search for articles, news, images, videos and more. The search engine also serves as a discovery layer for consumers to search for verified merchandise and tickets.

ii. HUMBL Tickets

HUMBL Tickets offers secondary (resale) tickets to thousands of live events across North America. HUMBL Tickets inventory listings and ticket fulfillment are provided by Ticket Evolution and we earn a commission for each sale through our website.

The ticketing content provided on HUMBL Tickets spans across major live music, sports, festivals, and events in multiple countries. HUMBL Tickets advertises its services primarily across social media, including its own HUMBL Social platform.

iii. HUMBL Authentics

HUMBL Authentics was designed to pair authenticated buyers and sellers in verified, digital commerce. HUMBL Authentics currently works with clients such as professional athletes, brands, and marketing and talent agencies, to provide sports merchandise ranging from autographed jerseys, bats, balls, helmets, photos, and more.

HUMBL Authentics mitigates forgeries by pairing physical merchandise with digital certificates of registration. Merchandise is made available on the HUMBL platform and is verified, registered, and cataloged on the blockchain.

We are a software platform and do not act as a broker, financial institution, or creditor for digital collectibles. We facilitate transactions between the buyer and seller in the auction/sale process, but we are not a party to any agreement between the buyer and seller or between any users.

We previously offered an NFT marketplace and in an effort to ensure compliance with applicable regulations, we have terminated its use. HUMBL customers may no longer buy or sell NFTs on our platform.

iv. HUMBL Social

HUMBL Social is one of the world’s first user-verified social media platforms. The social media platform is available via web browser and the HUMBL Wallet. The goal of HUMBL Social is to provide real people, real profiles, and real merchants with a place to connect on the worldwide web. HUMBL Social supports only verified user profiles, to ensure authenticity of the platform and enhance consumer protection.

HUMBL - Commercial Division (HBS)

Our digital wallet and website can also be used as a white label or “Powered by HUMBL” solution for commercial clients.

- Government - HUMBL is one of the first government-approved digital wallets in the State of California. We are currently in the middle of rolling out a pilot program with the County of Santa Cruz, California, that will deliver a digital wallet for Santa Cruz County citizens to help them interact more effectively with County government in areas of record keeping such as applications, permits and licensing.

Going Concern

36As 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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AsWe had a working capital deficit of $2,870,414 and $23,693,753 as of December 31, 2025 and 2024, werespectively. ~~had~~The ~~$20,487~~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. ~~During~~The ~~the~~increase ~~last~~in ~~two~~working ~~years~~capital weis ~~built~~the ~~our~~direct ~~platform~~result ~~and~~of ~~grew~~the ~~our~~settlement ~~operations~~of by$20 ~~acquiring~~million ~~companies~~worth of common stock that were to ~~support~~be ~~what~~issued weto Ybyrá that have ~~just~~been ~~recently~~reflected ~~consolidated~~in ~~into~~additional ~~HUMBL.com.~~paid ~~The~~in ~~acquisitions~~capital ~~increased~~due ~~our~~to ~~debt~~the related party nature of the settlement, and our ~~common~~investment ~~shares~~in ~~issued~~TAP Holdco as well as reductions of notes payable, accrued interest and accrued expenses as well weas ~~spent~~the ~~very~~receipt ~~little~~of ~~cash~~the remaining balance owed by TAP received in ~~these~~the ~~acquisitions~~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 ~~impact~~Company’s assets as of December ~~COVID-19~~2, ~~supply~~2024 ~~chain~~were ~~issues,~~sold ~~challenges~~and inthe Company commenced a new business with the ~~cryptocurrency~~purchase ~~market~~of the magnesium silicate. The Company anticipates ~~and~~entering ~~recent~~into ~~bank~~profitable ~~failures~~businesses ~~have~~upon ~~had~~the sale of the magnesium silicate. As a ~~minimal~~result ~~impact~~of onthe operating losses and working capital deficit, management has determined that there is substantial doubt about the Company’s ~~operations~~ability to continue as a going concern.

WeNet ~~had~~cash aused ~~working~~in ~~capital~~operating ~~deficit~~activities ofwas $231,~~693~~656,~~753~~535 and $43,~~690~~183,~~800~~582 asfor ofthe years ended December 31, ~~2024~~2025 and ~~2023~~2024, respectively. The ~~majority of our current~~$1,527,047 ~~liabilities~~decrease ~~are~~ in ~~the~~net ~~form~~cash ofused ~~long-term~~in ~~debt~~operating ~~and~~activities ~~notes~~was ~~payable,~~primarily ~~and~~a ~~accounts~~result ~~payable~~of ~~and~~the ~~accrued~~change ~~expenses. The decrease~~ in ~~working capital is~~ the ~~direct~~net ~~result~~loss ~~of reductions of notes payable, accrued interest~~ and ~~accrued expenses as well as~~ the ~~change~~non-cash incharges ~~the contingent consideration.~~impacting ~~The~~our ~~Company’s~~net ~~assets~~loss asfrom of2024 ~~December~~to 22025, ~~2024~~such ~~were~~as ~~sold and~~ the ~~Company~~gain ~~commenced~~on asale ~~new business with the purchase~~ of ~~the~~HUMBL ~~magnesium silicate.~~Financial ~~The~~assets, ~~Company~~gain ~~anticipates~~on ~~entering into profitable businesses upon the~~ sale of ~~the magnesium silicate~~HUMBL.com, Aslosses aon ~~result of~~ the ~~operating~~conversion ~~losses~~of ~~and~~convertible ~~working capital deficit~~notes, ~~management~~extinguishment ~~has~~of ~~determined~~debt ~~that~~and ~~there~~stock-based ~~is substantial doubt about the Company’s ability to continue as a going concern~~compensation.

InWe ~~January~~had ~~2023~~no ~~and~~activities ~~June~~from ~~2023,~~investing weactivities ~~recognized~~in athe ~~gain~~years onended ~~disposal~~December ~~of $13~~31,~~685,645~~ ~~when~~2025 weand ~~settled~~2024 ~~all~~other ~~claims~~than ~~with~~the balance of the ~~former~~proceeds ~~owners~~received from TAP for the sale of ~~Tickeri~~ HUMBL.com and ~~Monster~~related ~~and~~assets ~~sold~~in ~~them~~the ~~back~~amount ~~their~~of ~~companies~~$2,000,000 in 2025 and $500,000 in 2024.

~~Net~~Cash ~~cash~~ (used in) ~~operating~~provided by financing activities was $3(237,~~183,582~~ 886) and $42,~~118~~109,~~487~~ 705 for the years ended December 31, ~~2024~~2025 and ~~2023~~2024, respectively. ~~The~~In 2024, the Company raised $~~934~~2,~~905~~279,500 ~~decrease~~from inthe ~~net~~proceeds ~~cash~~from ~~used~~related inparty, ~~operating~~non-related ~~activities~~party ~~was~~and ~~primarily~~convertible anotes ~~result~~payable, of$356,000 from proceeds for the ~~change~~sale inof ~~the~~warrants, ~~net~~as ~~loss~~well as repayments of related party and ~~the~~convertible ~~non-cash~~notes ~~charges~~payable ~~impacting~~of $525,795. ~~our~~In ~~net~~2025, ~~loss~~we raised $904,825 from ~~2023~~proceeds toof ~~2024,~~convertible ~~such~~notes aspayable ~~the~~and ~~gain~~$12,000 from onrelated ~~the~~party ~~sale~~notes ofpayable. ~~HUMBL~~In ~~Financial assets~~addition, ~~losses~~in on2025, ~~the~~we ~~conversion~~repaid of$404,711 in ~~convertible~~related party notes and ~~decreases~~ $750,000 in ~~our~~notes ~~stock-based compensation~~payable.

We had no activities from investing activities in the years ended December 31, 2023. In 2024, we received $500,000 in cash for the acquisition of the HUMBL operations to WSCG.

Restatement of Previously Issued Financial Statements for the Year Ended December 31, 2023

On December 8, 2023 we entered into an exchange transaction with two investors who were issued warrants with common stock on May 15, 2023. Two of these investors exchanged their warrants (50,000,000 in total) and received 342,000,000 shares of common stock. The loss on this exchange of $288,546 was not recorded in the previously filed consolidated financial statements for the year ended December 31, 2023. As noted above, the error that resulted increased our net loss by $288,546 and had no impact on our net equity or our net cash flows. The error increased our accumulated deficit from $103,241,196 to $103,529,742, and additional paid in capital from $99,124,893 to $99,413,439. There were no other amounts restated.

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. ~~For a summary of the prior policies, see the Form 10-K for the year ended December 31, 2023 filed March 28, 2024.~~

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.

37The discontinued operations represent corporate activity and all activity related to prior HUMBL operations.

~~Table~~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 ~~Contents~~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 ~~HUMBL,~~TAP ~~Inc.~~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 ~~2023~~2024 financial statements to comply with the ~~2024~~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, ~~2024~~2025 and ~~2023~~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~~ whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company has adopted ~~Accounting~~ 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.

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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 ~~are~~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. ~~For a summary of the prior revenue recognition policy, see the Form 10-K for the year ended December 31, 2023 filed March 28, 2024.~~

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.

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.

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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

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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.

Earnings (Loss) Per Share of Common Stock

~~Basic~~The Company computes earnings per share (“EPS”) in accordance with applicable accounting guidance. Basic EPS is calculated by dividing net income (loss) ~~per~~attributable to common ~~share~~shareholders by ~~is computed using~~ the weighted -average number of common shares outstanding. ~~Diluted~~during ~~earnings~~the ~~per~~period. ~~share (“~~Diluted EPS”) ~~include~~reflects ~~additional~~the potential dilution ~~from~~that ~~common~~could occur ~~stock~~if ~~equivalents,~~securities ~~such~~or asother ~~convertible~~contracts ~~notes, preferred stock, stock issuable pursuant~~ to ~~the~~issue ~~exercise~~common of stock ~~options~~were ~~and~~exercised ~~warrants.~~or Asconverted ofinto ~~December~~common 31stock, ~~2024,~~using the ~~Company~~treasury ~~has~~stock ~~approximately~~method or ~~12.5~~the ~~billion~~if-converted ~~shares~~method, ofas ~~common stock equivalents~~applicable.

~~Common~~Net income (loss) attributable to common shareholders ~~stock~~is ~~equivalents~~adjusted ~~are~~for ~~not~~dividends ~~included~~declared inon ~~the~~common ~~computation~~stock ofand ~~diluted~~for ~~earnings~~deemed ~~per~~dividends, ~~share~~if ~~when~~any. ~~the~~Deemed ~~Company~~dividends ~~reports~~represent aadjustments ~~loss~~to ~~because~~income available to docommon ~~so would~~shareholders bethat ~~anti-dilutive~~arise ~~for~~from ~~periods~~transactions ~~presented,~~with soholders ~~only~~of the ~~basic~~Company’s ~~weighted~~preferred ~~average~~stock ~~number~~or ofother ~~common~~equity ~~shares~~instruments that are ~~used~~not reflected in ~~the~~net ~~computations~~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

Level 1 inputs: Quoted prices for identical instruments in active markets.

Level 3 inputs: Instruments with primarily unobservable value drivers.

~~The~~Level ~~Company~~3 ~~accounts~~inputs are unobservable inputs for ~~their~~the ~~derivative~~asset or ~~liabilities~~liability ~~under~~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.

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

Equity securities with readily determinable fair values are measured at fair value at each reporting date, with unrealized gains and losses recognized in earnings.

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

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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.

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In August 2020, the FASB issued 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 simplifies 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. This standard will be effective for smaller reporting companies in fiscal years beginning after December 15, 2023, with early adoption permitted. The adoption did not have a material impact on our consolidated financial statements.

In November 2023, the Financial Accounting Standards Board issued 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. ASU 2023-07 was effective for public companies in fiscal years beginning after December 15, 2023. The Company has effective December 2, 2024, entered into an agreement to sell their operating business to WSCG, and as a result has reflected those operating revenues and expenses within discontinued operations for the years ended December 31, 2024 and 2023, 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. All of the Company’s long-lived assets are located in Brazil. The Company analyzed ASU 2023-07 and determined that the required information is presented within the consolidated financial statements and footnote disclosures herein. The Company does not believe that ASU 2023-07 will have a material impact on the consolidated financial statements.

NOTE 3: DISCONTINUED OPERATIONS

TICKERI

On January 31, 2023, the Company entered into a Settlement Agreement (the “Settlement Agreement”) with Javier Gonzalez (“Javier”) and Juan Luis Gonzalez (“Juan”). Under the terms of the Settlement Agreement, Tickeri was transferred back to Javier and Juan, free of any encumbrances and including all of Tickeri’s intellectual property, since the Company was in default of the promissory notes for $5,000,000 to each of them with a maturity date of December 3, 2022 (the “Notes”) owed to Javier and Juan as a portion of the consideration paid by the Company under the agreement to acquire Tickeri. Javier and Juan will receive 4,672,897 shares of the Company’s common stock owed to them under the acquisition agreement. Under the terms of the Settlement Agreement, the Notes were cancelled, and the parties agreed to a mutual release of claims.

Per ASC 205-20-50-1(a), the timing of the disposal was January 31, 2023, but the Company had made the decision to dispose of this business in December 2022, and it represented a strategic shift in the business of the Company. The Company met the criteria for the Tickeri operations to be classified as held for sale at that time. In addition to the assets and liabilities reflected as discontinued operations, the settlement with Tickeri resulted in the forgiveness of the two promissory notes totaling $10,000,000, accrued interest of $789,041 (as of January 31, 2023) and accrued liabilities of $700,000 that are part of the Company’s liabilities as of January 31, 2023.

The Company reclassified the following operations to discontinued operations for the year ended December 31, 2023.

SCHEDULE OF DISCONTINUED OPERATIONS

Revenue	$	59,180
Operating expenses		137,934
Other non-operating expenses		2,398
Net loss from discontinued operations	$	(81,152	)

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The Company reflected the following gain on disposal for the year ended December 31, 2023 related to the sale of Tickeri:

SCHEDULE OF GAIN ON DISPOSAL

Common shares issued	$	(47,816	)
Forgiveness of related party notes		10,000,000
Forgiveness of accrued expenses		1,489,041
Cash		(163,879	)
Accounts receivable		(39,457	)
Prepaid expenses and other current assets		-
Fixed assets		-
Accounts payable and accrued expenses		189,358
Due to seller		-
Other (income) loss		150,000
Net gain on disposal	$	11,577,247

MONSTER

Effective June 30, 2023, the Company and Phantom Power, LLC (the entity that sold Monster to the Company two years earlier) entered into a Securities Purchase Agreement whereby the Company sold back the membership interest they held along with 115,000,000 five-year 5 warrants priced at $0.05 in exchange for the cancellation of the remaining portion of the original $975,000 non-convertible note of which $300,000 remained outstanding, and the cancellation of $1,000,000 of the remaining $3,308,830 in convertible notes that remained outstanding. As part of the sale of the membership interest, Monster took back all assets and liabilities with respect to their company, and the intercompany advances between the Company and Monster were forgiven. The operations of Monster for the year ended December 31, 2023 are reflected in discontinued operations.

The Company reclassified the following operations to discontinued operations for the year ended December 31, 2023.

SCHEDULE OF DISCONTINUED OPERATIONS

Revenue	$	498,945
Operating expenses		561,668
Other non-operating expenses		5,349
Net loss from discontinued operations	$	(68,072	)

The Company reflected the following gain on disposal for the year ended December 31, 2023 related to the sale of Monster:

SCHEDULE OF GAIN ON DISPOSAL

Forgiveness of related party notes	$	1,072,361
Forgiveness of accrued expenses		656,619
Cash		(18,541	)
Accounts receivable		(414,412	)
Prepaid expenses and other current assets		(40,835	)
Fixed assets		(3,093	)
Accounts payable and accrued expenses		541,680
Due to seller		314,619
Net gain on disposal	$	2,108,398

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 ~~years~~year ended December 31, 2024 ~~and 2023~~ are reflected in discontinued operations.

The Company reclassified the following operations to discontinued operations for the year ended December 31, 2024.

SCHEDULE OF DISCONTINUED OPERATIONS


Revenue	$	236,038
Operating expenses		686,356
Other non-operating expenses		131
Net loss from discontinued operations	$	(450,449	)

The Company reclassified the following operations to discontinued operations for the year ended December 31, 2023.

Revenue	$	582,351
Operating expenses		832,402
Other non-operating expenses		451
Net loss from discontinued operations	$	(250,502	)

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The Company reflected the following loss on disposal for the year ended December 31, 2024 related to the deconsolidation of Ixaya:

SCHEDULE OF LOSS ON DISPOSAL


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 ~~WSCG~~TAP to sell their assets to ~~WSCG~~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, ~~2024~~2025 and ~~2023~~2024 are reflected in discontinued operations.

The Company reclassified the following operations to discontinued operations for the year ended December 31, ~~2024~~2025.

SCHEDULE OF DISCONTINUED OPERATIONS


Revenue	$	-
Operating expenses		(36,344	)
Other non-operating income
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
Other non-operating income
Net loss from discontinued operations	$	(2,545,258	)

The Company ~~reclassified~~reflected the following ~~operations~~gain toon ~~discontinued~~disposal ~~operations~~ for the year ended December 31, ~~2023~~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):

Revenue	$	423,505
Operating expenses		3,497,390
Other non-operating income		(24	)
Net loss from discontinued operations	$	(3,073,861	)

SCHEDULE OF GAIN ON DISPOSAL

The following represents the assets and liabilities of discontinued operations as of December 31, 2024 and 2023, respectively:


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

~~Current~~The following represents the assets and liabilities of discontinued operations as of December 31, 2024 ~~and 2023 – Discontinued Operations~~:

	December 31, 2024		December 31, 2023
Safeguarding of digital assets	$	614	$	34,217
Cash		-		5,226
Accounts receivable		-		36,048
Inventory		171,049		289,940
Prepaid expenses		243		106,082
Investment - Avrio		2,800,000		-
Total current assets	$	2,971,906	$	471,513

Current assets as of December 31, 2024 – Discontinued Operations:

Non-current assets as of December 31, 2024 and 2023 – Discontinued Operations:

	December 31, 2024
Safeguarding of digital assets	$	614
Inventory		171,049
Prepaid expenses		243
Investment - Avrio		2,800,000
Total current assets	$	2,971,906

	December 31, 2024		December 31, 2023
Fixed assets, net	$	5,466	$	12,526
Intangible assets, net		225,044		655,046
Total Non-current assets	$	230,510	$	667,572

Current liabilities as of December 31, 2024 and 2023 – Discontinued Operations:

	December 31, 2024		December 31, 2023
Safeguarding of digital assets	$	614	$	34,217
Accounts payable and accrued expenses		-		67,142
Current portion – note payable - bank		-		5,022
Current portion – notes payable – related parties		-		33,685
Total Current liabilities	$	614	$	140,066

Non-current liabilities as of December 31, 2024 and 2023 – Discontinued Operations:

	December 31, 2024		December 31, 2023
Note payable – bank, net of current portion	$	-	$	2,511
Total Non-current liabilities	$	-	$	2,511

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Non-current assets as of December 31, 2024 – Discontinued Operations:

	December 31, 2024
Fixed assets, net	$	5,466
Intangible assets, net		225,044
Total Non-current assets	$	230,510

Current liabilities as of December 31, 2024 – Discontinued Operations:

	December 31, 2024
Safeguarding of digital assets	$	614

Total Current liabilities	$	614

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 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 ~~valued~~with ata book value of $20,000,000. Magnesium silicate is a raw material used in industrial sectors such as fertilizer, construction, ceramics, and fireproofing.

~~The~~FinCapital ~~Company’s~~was ~~magnesium~~to ~~silicate~~be is a ~~raw~~99% ~~material~~owned ~~used~~subsidiary inof the ~~creation of fertilizer~~Company. The Company had agreed to issue $20,000,000 in common shares to Ybyrá for the ~~purchase~~ purchase of the FinCapital equity interest. ~~HUMBL~~On ~~will~~September ~~pay~~9, $42025,~~000~~ the Company,~~000~~ Ybyrá, Brian Foote and Thiago Moura entered into ofa settlement agreement (“Settlement Agreement”), whereby Ybyrá’s right to receive the ~~purchase~~Company’s ~~price~~common stock ~~through~~is cancelled, and the ~~issuance~~Company was required to issue 850 million shares of common stock to Thiago Moura (which was issued September 10,~~000~~ 2025),~~000~~ 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 $5,000 per month in common ~~share~~stock until the assignment of the FinCapital shares to Ybyrá ~~($0.0004~~occurs before December ~~per~~31, ~~share)~~2025. The ~~remaining~~Company recorded $1660,000~~,000~~ in ~~common~~accrued ~~shares~~expenses ~~will~~through beDecember ~~issued~~31 ~~following~~2025 afor ~~recapitalization~~this settlement. On December 31, 2025, as per ~~event~~the ~~that~~agreement ~~provides~~with ~~sufficient~~FinCapital, ~~authorized~~the ~~shares~~minerals purchased reverted back to ~~make~~Ybyrá as the ~~issuance.~~Company ~~None~~was ofunable to enter into a transaction to sell these ~~have~~minerals. ~~been~~The ~~paid~~fees asaccrued ofby ~~December~~the ~~31,~~Company ~~2024~~to orThiago ~~May~~stopped 9,at ~~2025~~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.

~~NOTE 5: BUSINESS COMBINATIONS~~39

For all acquisitions prior to January 1, 2023, refer to Note 3 above.

NOTE 6: REVENUE

For all revenue prior to December 2, 2024, refer to Note 3 above. All revenue is included in our discontinued operations as a result of the Asset Purchase Agreement with WSCG.

NOTE 7: INVENTORY

For all inventory prior to December 2, 2024, refer to Note 3 above. All inventory is included in our assets from discontinued operations as a result of the Asset Purchase Agreement with WSCG.

NOTE 8: FIXED ASSETS

For all fixed assets prior to December 2, 2024, refer to Note 3 above. All inventory is included in our assets from discontinued operations as a result of the Asset Purchase Agreement with WSCG.

NOTE 9: INTANGIBLE ASSETS

For all intangible assets prior to December 2, 2024, refer to Note 3 above. All inventory is included in our assets from discontinued operations as a result of the Asset Purchase Agreement with WSCG.

NOTE 10: MINERALS

FinCapital owns 41,500 tons of magnesium silicate, is a raw material used in the creation of fertilizer.

The Company’s minerals which are located in Minas Gerais in Brazil is magnesium silicate which 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.

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’s plan is to market this asset to entities for use in the agriculture market and potentially sell the magnesium silicate in tis current form. If unable to negotiate an adequate transaction, the Company will look to alternative ways to monetize the asset.

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~~NOTE~~TAP ~~11: NOTE PAYABLE - BANK~~Holdco

On ~~March~~December 32, ~~2022~~2024, ~~with~~following execution of the ~~acquisition~~Stock ofPurchase ~~Ixaya~~Agreement, the Company ~~assumed~~entered ainto ~~loan~~an Asset Purchase Agreement with TAP, ~~Citibanamex~~and HoldCo. ~~The~~Pursuant ~~loan~~to ~~was~~the ~~due~~Asset inPurchase ~~monthly~~Agreement, ~~payments~~the Company sold all of ~~$7,110~~its assets to TAP In consideration for the ~~MXN~~purchase of the Company’s assets, TAP agreed to: (~~approximately~~a) ~~$350~~pay USthe Company $3,037,500; (b) ~~inclusive~~issue 2,455,556 shares of ~~interest~~TAP Class B Common Stock to HoldCo; and ~~matures~~(c) ingrant ~~July~~24,555,556 membership ~~2025.~~units ~~Due~~of HoldCo to the ~~deconsolidation~~Company ~~upon~~(the ~~separation~~“HoldCo ~~effective~~Units”). ~~April~~Of the $3,037,500 1payable in cash to the Company, ~~2024~~$500,000 was previously paid in cash by TAP to the ~~note~~Company isprior ~~part~~to the closing date, and $537,500 of indebtedness previously funded to the ~~liabilities~~Company ~~from~~by ~~discontinued~~affiliates ~~operations~~of asTAP was cancelled. The remaining $2,000,000 of ~~December~~the 31cash purchase price was paid by TAP on April 1, ~~2023~~2025. asThe ~~discussed~~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 ~~Note~~TAP 3based ~~above~~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.

~~NOTE~~The ~~12:~~HoldCo ~~NOTES~~Units ~~PAYABLE~~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:

~~Refer to~~SCHEDULE ~~the~~OF ~~Form~~CARRYING ~~10-K~~AMOUNT ~~for~~OF the year ended December 31, 2023 filed March 28, 2024 for a full description of notes that existed as of December 31, 2023 and 2022. All notes payable had either been repaid or converted prior to December 31, 2023.INVESTMENT

The Company entered into a note payable with an individual on June 13, 2024 that matured December 13, 2024 in the amount of $37,500. There was a one-time interest charge included in the note in the amount of $3,750. There was an original interest discount of $3,750 recorded and amortization of discount for the year ended December 31, 2024 was $3,750. The note was converted as of December 31, 2024.


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

~~The~~In ~~Company~~July ~~entered~~and ~~into~~August a2025, ~~note~~the ~~payable~~investors ~~with~~holding anthe ~~individual~~Series onC ~~September~~preferred 4,shares ~~2024~~exchanged ~~that matures March 4~~8,904 ~~2025~~shares ~~in the amount~~ of ~~$287,500.~~Series ~~There was~~C aPreferred ~~one-time~~Stock ~~interest~~for ~~charge~~approximately ~~included~~83% inof the ~~note~~units in the ~~amount~~Company ofholds in ~~$12,500~~TAP Holdco. ~~There~~The ~~was~~Company anrecorded ~~original~~the ~~interest discount of~~ $2513,~~000~~303,179 ~~recorded. This~~effectively ~~note~~as ~~was~~a ~~reclassified~~distribution ~~to advances on purchase of assets by WSCG~~ as ofthis ~~December~~was 2,an ~~2024~~equity-for-equity exchange.

~~The~~Additionally, ~~Company~~in ~~entered~~August ~~into~~2025, athe ~~note~~Company ~~payable~~granted ~~with~~BRU anapproximately ~~individual~~10% onof ~~October~~its ~~16,~~holdings ~~2024~~in ~~that~~HoldCo ~~matures~~as ~~October~~part ~~16,~~of ~~2025~~their insettlement ~~the~~with ~~amount of $250,000~~them. ~~This~~The Company ~~note~~recorded ~~was~~a ~~reclassified~~loss toof ~~advances~~$1,621,171 on ~~purchase~~this ~~of assets by WSCG as of December 2, 2024~~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 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.

NOTE 7: NOTES PAYABLE

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 389,000,000 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 $0.003 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 120,000,000 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 $0.003 (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 850 million shares December 17, 2024; and
	(c)	Second tranche of 1.15 billion shares January 8, 2025.

AsBoth ofshare ~~December~~issuances ~~31,~~have ~~2024,~~been ~~the~~made ~~Company~~and ~~has~~the $750,000 ~~outstanding,~~due ~~and~~April ~~this~~1, ~~amount~~2025 was ~~paid~~repaid on April 1, 2025.

~~NOTE~~As ~~13:~~of ~~NOTES~~December ~~PAYABLE~~31, –2025, ~~RELATED~~the ~~PARTIES~~Company has no amounts outstanding.

~~The~~NOTE ~~Company~~8: ~~entered~~NOTES ~~into~~PAYABLE ~~notes payable~~ – ~~related~~RELATED parties as follows as of December 31, 2024 and December 31, 2023. The chart below does not include notes payable that were repaid or converted during 2023, 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, 2023 filed March 28, 2024 for a full description of those notes: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, 2024			December 31, 2023
	December 31, 2025			December 31, 2024
Note payable, non-interest bearing, with a company controlled by a senior member of management dated August 1, 2023 for a period of eighteen months; $100,000 due within 45 days of the note; $200,000 due in one-year and the remaining $100,000 due at maturity. The initial payment was not made within 45 days however the company did provide the Company additional time to make the payment without being in default. The balance of the note was paid and converted in 2024.	$	-		$	300,000
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 an officer and director of the Company dated May 13, 2024 for a period of one year maturing May 13, 2025 at 6% interest.		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 an officer and director of the Company dated June 27, 2024 for a period of one year maturing June 27, 2025 at 6% interest.		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, non-interest bearing, with an employee dated June 12, 2024 maturing September 12, 2024, this was paid in December 2024 by a third party and forgiven by that company upon repayment of the note.		-			-
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
Note payable with a partnership controlled by the family of one of the Company’s directors dated August 7, 2024 at 6% interest maturing February 7, 2025		353,000			-
Total		-			385,500
Total		385,500			300,000
Less: Current portion		-			(385,500	)
Less: Current portion		(385,500	)		(200,000	)
Less: Discount		-			-
Long-term debt	$	-		$	~~100,000~~-

45Interest 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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~~Maturities~~NOTE of9: ~~notes~~CONVERTIBLE ~~payable~~PROMISSORY ~~– related parties as of December 31 is as follows:~~NOTES

~~SCHEDULE~~The Company OFentered ~~MATURITIES~~into ~~NOTES~~convertible ~~PAYABLE~~notes payable as follows as of December 31, 2025 and 2024. The chart below does not include convertible notes payable that were repaid or converted during 2024. Refer to the Form 10-K ~~RELATED~~for ~~PARTIES~~the year ended December 31, 2024 filed May 9, 2025 for a full description of those notes:

2025		$	385,500
Total		$	385,500

Interest expense for the years ended December 31, 2024 and 2023 was $1,636 and $326,068, respectively. There is $1,636 of accrued interest at December 31, 2024.

On January 31, 2023, in the sale back to the former owners of Tickeri, the $10,000,000 in related party notes along with $789,041 in accrued interest were included in the settlement and are no longer payable.

On April 28, 2023, $300,000 of a related party note was exchanged for 50,000,000 shares of common stock.

On July 13, 2023, $350,000 of a related party note was exchanged for 132,827,324 shares of common stock resulting in a loss on conversion of $61,765.

On October 24, 2023, the Company exchanged $6,150,000 in related party notes payable and $355,402 in accrued interest into 8,775 shares of Series C preferred stock.

Effective April 1, 2024, the $33,685 outstanding to the officer of Ixaya was deconsolidated and part of liabilities from discontinued operations as of December 31, 2023.

The Company received $50,000 in advances in the form of short-term loans during April 2024 that were repaid within the same time period. During May and June 2024, the Company entered into a few notes payable with related parties as described above totaling $45,000.

On August 7, 2024, the Company issued a Secured Promissory Note in the original principal amount of $253,000, which new tranches bringing the total to $353,000 were made through September 30, 2024. The note bears interest at 6% per annum, contains no original issue discount, is due six months from the issuance date, and is secured by all of Company’s intellectual property assets.

A third party repaid a note in the amount of $12,500 and forgave the note.

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NOTE 14: CONVERTIBLE PROMISSORY NOTES

The Company entered into convertible notes payable as follows as of December 31, 2024 and December 31, 2023. The chart below does not include convertible notes payable that were repaid or converted during 2023. Refer to the Form 10-K for the year ended December 31, 2023 filed March 28, 2024 for a full description of those notes:

	December 31, 2024			December 31, 2023
	December 31, 2025			December 31, 2024
Convertible note entered into May 17, 2021 at 8% interest, maturing March 17, 2023 convertible into common shares at $1.00 per share. The note was fully converted in 2024	$	-		$	80,000
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 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.		35,000			375,000
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 April 10, 2023, with a maturity date of April 10, 2024, no interest charged unless in default. Paid in full February 2024.		-			20,230
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 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.		225,257			585,000
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 entered into August 24, 2023 at 9% interest, maturing August 24, 2024 convertible into common shares at 70% of the Market Price as defined in the convertible note agreement. Fully converted in February 2024.		-			60,000
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 entered into September 7, 2023, maturing September 7, 2024 convertible into common shares at 70% of the Market Price as defined in the convertible note agreement. Fully converted in 2024.		-			55,000
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 November 6, 2023, with a maturity date of August 15, 2024, one time interest charge assessed upon issuance. Fully paid in May 2024.		-			155,870
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 November 15, 2023, with a maturity date of November 15, 2024, one time interest charge assessed upon issuance. Amount fully converted in May and June 2024.		-			205,978
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 November 20, 2023, with a maturity date of November 20, 2024, one time interest charge assessed upon issuance. Fully paid in June 2024.		-			62,150
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 14, 2023, with a maturity date of December 14, 2024 one time interest charge assessed upon issuance. Fully converted in 2024.		-			242,000
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 December 19, 2023, with a maturity date of December 19, 2024, one time interest charge assessed upon issuance.		242,000			242,000
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 at 9% interest entered into January 4, 2024, with a maturity date of October 30, 2024; this note was converted in the three months ended September 30, 2024		-			-
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 February 12, 2024, with a maturity date of February 12, 2025, one time interest charge assessed upon issuance. Fully converted in 2024.		-			-
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 February 14, 2024, with a maturity date of November 15, 2024, one time interest charge assessed upon issuance; $50,600 was paid during the three months ended September 30, 2024, and balance fully converted in December 2024.		-			-
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 February 22, 2024, with a maturity date of February 22, 2025, one time interest charge assessed upon issuance. Fully converted in 2024.		-			-
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 March 13, 2024, with a maturity date of March 13, 2025, one time interest charge assessed upon issuance		133,100			-
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 March 26, 2024, with a maturity date of March 26, 2025, one time interest charge assessed upon issuance		133,100			-
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 April 2, 2024, with a maturity date of April 2, 2025, one time interest charge assessed upon issuance		133,100			-
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			-
Convertible note payable entered into April 17, 2024, with a maturity date of April 17, 2025, one time interest charge assessed upon issuance. Fully converted in 2024.		-			-
Convertible note payable		550,000			-
Convertible note payable entered into April 23, 2024, with a maturity date of October 22, 2025, at 10% interest per annum (amount has been reclassified to derivative liabilities)		-			-
Total		2,203,150			1,362,707
Convertible note payable entered into April 15, 2024, with a maturity date of October 15, 2025, at 10% interest per annum (amount has been reclassified to derivative liabilities)		-			-
Less: Current portion		(1,433,073	)		(1,325,673	)
Convertible note payable entered into May 22, 2024, with a maturity date of November 22, 2025, at 10% interest per annum		123,000			-
Less: Discounts		(770,077	)		(37,034	)
Convertible note payable entered into December 5, 2024, with a maturity date of September 15, 2025, at 12% interest per annum		93,150			-
Convertible note payable entered into June 4, 2024, with a maturity date of March 15, 2025, one time interest charge assessed upon issuance; $44,608 was paid during the three months ended September 30, 2024 and the balance was converted in December 2024		-			-
Convertible note payable		-			-
Total		1,117,707			2,083,228
Less: Current portion		(1,080,673	)		(1,873,885	)
Less: Discounts		(37,034	)		(209,343	)
Long-term debt	$	-		$	-

4743

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On ~~May~~July 1726, ~~2021~~2023, the Company entered into Securities Purchase Agreements with three different investors (the “Purchase Agreements”). Pursuant to the Purchase Agreements, the Company issued athree convertible promissory ~~note~~notes toin anthe ~~investor~~original ~~for~~principal amount of $1125,~~020,~~000 ~~with~~and anthree ~~original~~warrants ~~issue~~to ~~discount~~purchase 187,500,000 shares of its common stock for a total purchase price of $20375,000,. The notes are due in 12 ~~for~~months from the issuance date, bear interest at the rate of 10% per annum and have a ~~term~~fixed conversion price equal to the lowest closing trade price of ~~twenty-two~~the 22common ~~months~~stock ~~maturing~~in ~~March~~the ~~17,~~10 ~~2023~~days following the issuance date. The ~~Company~~warrants ~~recognized~~are exercisable for a ~~$20~~period of five years,~~000~~ have ~~original~~a ~~issue~~cashless ~~discount~~exercise atprovision ~~inception~~and ~~of this~~an ~~convertible~~exercise ~~note.~~price ~~This~~of ~~note~~$0.002 ~~was~~per ~~purchased~~share. byTwo ~~third~~of ~~parties~~the ~~who~~three innotes ~~turn~~were converted ~~the~~in ~~entire~~May ~~note,~~and December 2024 with the ~~last~~balance ~~portion~~ of the remaining note converted in ~~November~~2025. ~~2024~~As of September 30, 2025, all the notes are fully converted.

On ~~February~~December 2319, 2023, the Company ~~entered~~issued ~~into~~ a ~~convertible~~Promissory ~~promissory~~Note ~~note~~ in the amount upof to $1220,~~100,~~000., Ondue ~~February~~December 2319, ~~2023,~~2024. ~~the~~A ~~Company received~~one-time ~~the~~interest ~~first tranche~~ charge of ~~this~~$22,000 ~~note~~was inadded to the ~~amount of $110~~note,~~000,~~ ~~including~~and ~~$10,000~~an in original issue discount ~~for net proceeds~~ of $~~100~~20,000~~. On~~ ~~April~~was 4,reflected ~~2023,~~that ~~the~~provided ~~Company~~net ~~received~~proceeds ~~the second tranche~~ of ~~this note of~~ $55200,000, ~~with~~to ~~a $5,000 original issue discount. On September 7, 2023,~~ the Company. ~~received~~Note ais ~~third~~in ~~tranche~~default ofand ~~$55,000, with~~ a $5242,000 ~~original~~default ~~issue~~fee ~~discount.~~was ~~The~~added ~~note~~to ~~is convertible into shares of common stock at 70% of~~ the ~~lowest~~note ~~trading~~in ~~price~~March ~~for the twenty prior trading days~~2025. InNote ~~addition,~~became ~~the~~fixed ~~Company was required to reserve~~ with ~~the~~respect ~~transfer agent, the number of common shares equal~~ to ~~three times~~ the ~~number of common shares needed to convert any of the outstanding~~conversion ~~amounts~~price ~~received. This note was reclassified~~ to ~~Derivative Liabilities, see Note 16, as the conversion option qualified as a derivative instrument under ASC 815~~$0.0001177 Asper ofshare ~~December 31, 2024, all three notes have been fully converted and $90,000 was converted~~ in ~~the~~May ~~third note in October 2024~~2025.

On April 10, 2023, the Company entered into a Promissory Note in the amount of $59,675, with a term of twelve months due April 10, 2024, and an original issue discount of $5,425. From the $54,250 in proceeds received, $4,250 was deducted to pay for legal and due diligence fees. The Company received net proceeds of $50,000. Following an event of default, the note is convertible into shares of common stock at 70% of the lowest trading price for the twenty prior trading days ending on the latest complete Trading Day prior to the Conversion Date. A one-time interest charge of $7,757 was added upon the issuance of the note. Beginning on May 30, 2023 and for the next nine months thereafter, the Company is required to make monthly amortization payments of $6,743.20. In addition, the Company was required to reserve with the transfer agent, 52,346,491 shares of common stock for this note. This note was fully repaid in February 2024.

On May 10, 2023, the Company issued a convertible promissory note in the amount of up to $800,000 to Pacific Lion LLC (“Pacific Lion”). The amount of the initial tranche funded under the note was $100,000. The lender has the right at its option to fund up to an additional $700,000 under the note. The note bears interest at 6% per annum and is due on May 10, 2024. Upon completion of an uplisting to a senior stock exchange, the note will automatically convert into common stock at 80% of the uplisting offering price. In the event an uplisting does not occur by the maturity date or upon an event of default, the note will become convertible at 80% of the average of the closing trade prices during the five trading days preceding the date of conversion. The principal amount of the note may be prepaid at any time without penalty. The foregoing description of the note does not purport to be complete and is qualified in its entirety by reference to the note which is filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2023. In addition to the note, the Company also issued a Warrant to Purchase Shares of Common Stock to Pacific Lion on May 10, 2023. The warrant is exercisable for 500,000 shares for a period of five years at $0.10 per share. The Company valued the warrant at $2,145. In the event that an uplisting to a senior stock exchange does not occur within nine months of the issuance date, which did not happen, the warrant was automatically cancelled.

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 fully converted in May and December 2024, and $90,000 of the third note was converted in 2024.

On August 24, 2023, the Company issued a 9% convertible promissory note in the amount of $60,000, for a term of twelve months due August 24, 2024. The note is convertible into shares of common stock at 70% of the lowest trading price for the twenty prior trading days ending on the latest complete Trading Day prior to the Conversion Date. This note was fully converted in February 2024.

On November 6, 2023, the Company issued a Promissory Note in the amount of $178,250, due August 15, 2024, and an original issue discount of $23,250. The Company received net proceeds of $155,000. Following an event of default, the note is convertible into shares of common stock at 70% of the lowest trading price for the twenty prior trading days ending on the latest complete Trading Day prior to the Conversion Date. All amounts have been fully paid as of December 31, 2024.

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On November 15, 2023, the Company issued a Promissory Note in the amount of $187,253, due November 15, 2024. A one-time interest charge of $18,725 was added to the note, and an original issue discount of $17,023 was reflected that provided net proceeds of $170,230 to a vendor of the Company to pay outstanding invoices owed to them. This note has been fully converted as of December 31, 2024.

On November 20, 2023, the Company issued a Promissory Note in the amount of $62,150, due November 20, 2024, and an original issue discount of $7,150. The Company received net proceeds of $55,000. Following an event of default, the note is convertible into shares of common stock at 70% of the lowest trading price for the twenty prior trading days ending on the latest complete Trading Day prior to the Conversion Date. All amounts have been fully paid as of December 31, 2024.

On December 14, 2023, the Company issued a Promissory Note in the amount of $220,000, due December 14, 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. This note was converted in October and December 2024.

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.

On January 4, 2024, the Company issued a Convertible Promissory Note in the amount of $55,000, due October 30, 2024. The note accrues interest at 9%. The note is convertible at a 35% discount to the lowest trade price of the common stock in the previous 10 trading days. This note was converted in October 2024.

On February 12, 2024, the Company issued a Promissory Note in the amount of $55,000, due February 12, 2025. A one-time interest charge of $5,500 was added to the note, and an original issue discount of $5,000 was reflected that provided net proceeds of $50,000 to the Company. In connection with this note, the Company issued a Warrant to Purchase Shares of Common Stock for 25,000,000 shares. The warrant is exercisable for three years and has an exercise price of $0.001. The note was converted in October 2024.

On February 14, 2024, the Company issued a Promissory Note in the amount of $66,000, due November 15, 2024. A one-time interest charge of $9,900 was added to the note, and an original issue discount of $11,000 was reflected that provided net proceeds of $55,000 to the Company. The note was converted in December 2024.

On February 22, 2024, the Company issued a Promissory Note in the amount of $220,000, due February 22, 2025. 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. In connection with this note, the Company issued a Warrant to Purchase Shares of Common Stock for 100,000,000 shares. The warrant is exercisable for three years and has an exercise price of $0.001. Since the note was in default, a $242,000 fee was added to the principal amount. This note was fully converted in 2024.

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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 30 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 ~~convertible~~ note was ~~reclassified~~converted ~~to derivative liabilities~~ in ~~October 2024)~~2025.

On April 1623, 2024, the Company ~~issued~~entered into a Securities Purchase Agreement pursuant to which it sold a Convertible Promissory Note in the amount of $~~110~~123,000, due ~~April~~October 1622, 2025. Aand ~~one-time~~40 ~~interest~~shares ~~charge~~ of ~~$11,000 was~~Series ~~added~~C toPreferred ~~the~~Stock. ~~note,~~An ~~and an~~ original issue discount of $1011,000 ~~that~~on the note was included in the initial principal balance. The Company received ~~net~~ ~~proceeds of~~ $~~100~~112,000 in net proceeds in connection with ~~the~~this transaction. InNote became ~~connection~~fixed with ~~this~~respect ~~note,~~to the ~~Company~~conversion ~~issued~~price ~~a Warrant~~ to ~~Purchase Shares of Common Stock for 50,000,000 shares~~$0.0000823 ~~The~~per ~~warrant~~share isin ~~exercisable~~May ~~for three years and has an exercise price of $0~~2025.~~001.~~

On ~~April~~May 22, 2024, the Company entered into a Securities Purchase Agreement pursuant to which it sold a Convertible Promissory Note in ~~the~~ the amount of $123,000, due ~~October~~November 22, 2025 ~~and 40 shares of Series C Preferred Stock~~. An original issue discount of $1110,000 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 $~~112~~113,000 in net proceeds in connection with this transaction. ~~This~~Note ~~convertible~~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 ~~derivative~~additional ~~liabilities~~ paid in ~~October 2024)~~capital.

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. The Company received $113,000 in net proceeds in connection with this transaction.

On June 4, 2024, the Company entered into a Securities Purchase Agreement pursuant to which it sold a Convertible Promissory Note in the amount of $136,188, due March 15, 2025. An original issue discount of $19,400 on the note was included in the initial principal balance. The Company received $116,788 in net proceeds in connection with this transaction. This note was fully paid and converted in 2024.

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.

~~All~~On ofFebruary 4, 2025, the ~~convertible~~Company ~~promissory~~entered ~~notes~~into asa Securities Purchase Agreement pursuant to which it sold a Convertible Promissory Note in the amount of ~~December~~$103,500, 31due November 15, ~~2024~~2025. ~~are~~An ~~due~~original issue discount of $15,000 on the note was included in the ~~next~~initial ~~fiscal~~principal balance ~~year~~as well as a one-time interest charge of $13,500. ~~and~~The ~~therefore~~Company ~~are~~received ~~current~~$75,000 in net proceeds in connection with this transaction. This note was fully converted in August 2025.

The Company evaluated the terms of the convertible notes and determined that there were derivative liabilities to be recorded at inception of the notes as there were sufficient shares to net share settle the notes at the discounted values.44

Interest expense for the years ended December 31, 2024 and 2023 was $98,761 and $223,678, respectively. Amortization of debt discount, and original issue discount was $292,874 and $375,371 for the years ended December 31, 2024 and 2023, respectively. Accrued interest at December 31, 2024 and 2023 was $188,629 and $377,316, respectively.

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~~The~~On March 14, 2025, the Company ~~recognized~~issued a ~~loss~~$550,000 onConvertible ~~conversion~~Promissory ofNote ~~notes~~to Quail Hollow Capital, LLC. The purchase price for the Note was $500,000. An original issue discount of $450,~~596~~000 on the note,~~585~~ and $2555,~~896~~000 in debt discount on the note was included in the initial principal balance as well as a one-time interest charge of $55,~~068~~000. ~~for~~The Note is due in 12 months from the ~~years~~issuance ~~ended~~date, ~~December~~bears 31an 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 ~~2024~~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 ~~2023~~$446,390 ~~respectively~~is reflected in derivative liabilities as of December 31, 2025.

~~NOTE~~On ~~15:~~May ~~CONVERTIBLE~~16, ~~PROMISSORY~~2025, ~~NOTES~~the –Company ~~RELATED~~and ~~PARTIES~~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.

~~The~~On ~~Company~~May ~~issued~~16, ~~convertible~~2025, ~~notes~~the ~~payable~~Company –and ~~related~~KWP ~~parties~~50, asLLC ~~follows~~(“KWP”), asentered ofinto ~~December~~a ~~31,~~Settlement ~~2024~~Agreement ~~and~~to ~~December~~settle ~~31,~~a ~~2023~~dispute. ~~The~~In ~~chart~~accordance ~~below~~with ~~does~~the ~~not~~Settlement ~~include~~Agreement, ~~convertible~~the ~~notes payable – related~~ parties ~~that~~agreed ~~were~~to ~~repaid~~fix orthe ~~converted~~conversion ~~during~~price ~~2023.~~of ~~Refer~~the toMarch ~~the~~13, ~~Form 10-K~~2024 ~~for~~note the ~~year~~Company ~~ended~~has ~~December~~with ~~31,~~KWP ~~2023~~to $0.0001177. ~~filed~~The ~~March~~maturity ~~28,~~dates ~~2024~~were ~~for~~not ~~a full description of those notes:~~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 a

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