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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, ~~2023~~2024

☐	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, 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

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 $0.0001	HMBL	OTC Pink
Common Stock, par value $0.00001	HMBL	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 $174,~~223~~838,~~692.43~~763 at the close of business on June 30, ~~2023~~2024 (the last ~~business~~ business day of the registrant’s fiscal ~~2023~~2024 second fiscal quarter) based on the closing price of the common stock as reported on the June 30, ~~2023~~2024. For purposes of this disclosure, shares of common stock held by persons who hold more than 10% of the outstanding shares of common stock and shares held by executive officers and directors of the registrant have been excluded because such persons may be deemed affiliates. This determination of executive officer or affiliate status is not necessarily a conclusive determination for other purposes.

As of ~~March~~May 289, ~~2024~~2025, there were 1239,~~961~~791,~~676~~299,~~233~~186 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	78
ITEM 1B.	UNRESOLVED STAFF COMMENTS	1718
ITEM IC.	CYBERSECURITY	17
ITEM 1C.	CYBERSECURITY	18
ITEM 2.	PROPERTIES	1819
ITEM 3.	LEGAL PROCEEDINGS	1819
ITEM 4.	MINE SAFETY DISCLOSURES	1819
PART II
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	1920
ITEM 6.	[RESERVED]	1920
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	1920
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	7462
ITEM 9A.	CONTROLS AND PROCEDURES	7462
ITEM 9B.	OTHER INFORMATION	7463
ITEM 9C.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	7463
PART III
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERANCE	7563
ITEM 11.	EXECUTIVE COMPENSATION	7866
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	8573
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	8674
ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	8775
PART IV
ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	8876
ITEM 16.	FORM 10-K SUMMARY	8876
SIGNATURES		8977

Table of Contents

PART I

ITEM 1. BUSINESS

OVERVIEW

~~HUMBL,~~Recent ~~Inc.~~Disposition (“HUMBL” or the “Company”) is a Web 3, digital commerce company that operates a platform 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~~Material and the cloud were more simply packaged by companies such as Facebook, Apple, Amazon and Netflix over the past several decades. The Company through its product offerings is looking to simplify and package the digital economy for consumers, businesses and governments.Assets

~~The~~On ~~goal~~December of2, 2024, HUMBL, isInc. to(the ~~provide~~“Company” ~~ready~~or ~~built~~“HUMBL”) ~~tools~~entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with WSCG, Inc. (“WSCG”), and ~~platforms~~WSCG ~~for~~Humbl ~~consumers~~SPV, a series of SPV Management, LLC (“HoldCo”). Pursuant to ~~seamlessly~~Asset ~~participate~~Purchase inAgreement, the ~~digital~~Company ~~economy~~sold all of its assets to WSCG. ~~HUMBL~~In isconsideration for the purchase of the Company’s ~~built~~assets, onWSCG agreed to: (a) ~~patent-pending~~pay the Company $3,025,000; ~~decentralized~~(b) ~~technology~~issue ~~stack~~2,455,556 ~~that~~shares ~~utilizes~~of ~~both~~WSCG ~~core~~Class B Common Stock to HoldCo; and ~~partner~~(c) ~~technologies~~grant 24,555,556 membership units of HoldCo to ~~provide~~the ~~faster~~Company ~~connections~~(the “HoldCo Units”). Of the $3,037,500 payable in cash to the Company, $500,000 was paid in cash by WSCG to the ~~digital~~Company ~~economy~~prior to the closing date, and ~~each~~$537,500 ~~other~~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 iswill ~~organized~~own ~~into~~100% ~~two~~of ~~divisions:~~HoldCo. The Company intends to keep a) ~~HUMBL~~portion ~~Consumer,~~of the HoldCo Units to maintain exposure to WSCG’s performance and b)the ~~HUMBL~~Company ~~Commercial~~assets purchased by WSCG. ~~Through~~The ~~these~~Company ~~two~~will ~~divisions~~also offer to exchange some of the ~~Company~~HoldCo ~~offers~~Units to its ~~core~~ ~~products~~debtholders and ~~services~~holders of Series C Preferred Stock as a way to eliminate debt and reduce potential future dilution to common stockholders. The ~~majority~~transfer of the Company’s ~~operations~~assets into ~~2023~~WSCG ~~were~~took ~~focused~~place on ~~the~~February ~~consumer~~27, ~~division~~2025.

Recent Material Acquisition

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 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, 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.

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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 provided 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 prior product offerings was looking to simplify and package the digital economy for consumers, corporations and government.

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. 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 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.

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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.com

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

~~Primary~~HUMBL -Tickets ~~HUMBL~~offers issecondary ~~now~~(resale) ~~the~~tickets ~~Official~~to ~~Technology~~thousands ~~Platform~~ of ~~the~~live ~~Arena~~events ~~Football~~across ~~League~~North ~~(AFL)~~America. ~~through~~HUMBL ~~the~~Tickets ~~2028~~inventory ~~season,~~listings and ~~will be offering AFL~~ticket ~~tickets~~fulfillment ~~for~~are ~~sale,~~provided ~~along~~by ~~with~~Ticket ~~other~~Evolution ~~major~~and ~~arena~~we ~~ticketing~~earn ~~partners~~a ~~such~~commission asfor ~~Ticketmaster~~each ~~and~~sale ~~Seat~~through ~~Geek~~our website.

Secondary - 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 our 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.

~~HUMBL~~We ~~Authentics~~previously ~~mitigates~~offered ~~forgeries~~an byNFT ~~pairing~~marketplace ~~physical~~but, ~~merchandise~~in ~~with~~an ~~digital~~effort, ~~certificates~~to ofensure ~~registration.~~compliance ~~Merchandise~~with isapplicable ~~made~~regulations, ~~available on~~we ~~the~~have terminated its use. HUMBL ~~platform~~customers ~~and~~can isno ~~verified,~~longer ~~registered,~~buy ~~and~~or ~~cataloged~~sell NFTs on ~~the~~our ~~blockchain~~platform.

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 but in an effort to ensure compliance with applicable regulations, we have terminated its use. HUMBL customers can 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.

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HUMBL - Commercial Division

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 operating a pilot program with the County of Santa Cruz, CA, that provides 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.
	-	Sports Leagues and Arenas - HUMBL is the “Official Technology Platform” of the Arena Football League (AFL) through the 2028 season. HUMBL will be providing a digital wallet, website and ticketing services for all 16 teams of this sports league, alongside other major ticketing providers such as Ticketmaster and Seat Geek.

HUMBL is one of the first government-approved digital wallets in the State of California. We are currently operating a pilot program with the County of Santa Cruz, CA, that provides 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.

Organizational History

We were formed under the name Ponca Acquisition Corporation in Nevada on May 3, 2000, as a “blank check” development stage company that indicated that our business plan was to engage in a merger or acquisition with an unidentified company or companies. Following a series of name changes and changes in the focus of our business, on November 18, 2008, we filed Form 15 with the SEC to terminate its registration with the SEC.

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On March 12, 2009, we redomiciled to Oklahoma and on March 16, 2009, changed our name from IWT Tesoro Corporation to Tesoro Distributors, Inc. Tesoro Enterprises, Inc., an Oklahoma corporation, was incorporated on November 12, 2009, as a subsidiary of Tesoro Distributors, Inc.

On March 11, 2010, we changed our name to Tesoro Enterprises, Inc. and received a new symbol of TSNP following FINRA review of our name and symbol change request.

Effective November 4, 2020, Henry J. Boucher, then President, CEO and Chairman of the Board of Directors, and Brian Foote entered into a Stock Purchase Agreement pursuant to which Henry J. Boucher sold his controlling interest in the Company in the form of 7,000,000 shares of the Company’s Series A preferred stock to Brian Foote in return for Brian Foote assigning a $40,000 promissory note from HUMBL LLC to Henry J. Boucher. Our Board of Directors, following the change of control, appointed Brian Foote, Jeff Hinshaw and Michele Rivera to be the members of the Board following the resignation of Henry J. Boucher as our sole director.

On November 30, 2020, we changed our domicile to Delaware.

On December 3, 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.

On December 23, 2020, we filed a Certificate of Amendment to our Certificate of Incorporation (“Amended Certificate”) to effect a 1:4 reverse split, change our name to HUMBL, Inc., increase our authorized common stock to 7,450,000,000 shares, reduce our authorized number of “blank check” preferred stock from 25 million to 10 million and designate a Series B and Series C Preferred Stock.

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.

Recent Disposition of Material Assets

On February 23, 2024, HUMBL, Inc. entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Avrio Worldwide, PBC (“Avrio”). Pursuant to the Purchase Agreement, HUMBL sold certain assets associated with its HUMBL Financial product line, including all intellectual property associated with its BLOCK Indexes and BLOCK ETXs to Avrio. In exchange for selling such assets, HUMBL received: (i) 1,920,000 shares of Avrio’s Class A Common Stock (representing a 10% stake in Avrio); and (ii) 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. HUMBL will also receive a seat on Avrio’s Board of Directors as part of the transaction, the initial designee being Brian Foote, CEO of HUMBL.

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Avrio has three classes of common stock: Class A, Class B and Class F. Class A and Class B Common Stock have one vote per share. Class F Common Stock has four votes per share and the right to appoint three directors. In the event of a liquidation, the Class A, Class B and Class F holders would all share equally in any distributions on a per share basis.

Recent Material Financings

On October 3, 2023, the Company signed a Securities Purchase Agreement (“SPA”) with Pacific Lion. Pursuant to the SPA, agreed to purchase $2,040,000 in Series C Preferred Stock. This financing necessitated the creation of a new Class C Preferred Stock that the Company achieved through a Certificate of Designation of the Series C Preferred Stock it filed October 24, 2023 with the Delaware Secretary of State. Pacific Lion has failed to purchase over $1,000,000 in Series C Preferred Stock that it agreed to purchase under the SPA and is currently in default under the SPA. In addition, Pacific Lion converted a portion of a note issued by the Company to a third party that it purportedly purchased from the third party but had not actually paid the purchase price for. HUMBL filed a lawsuit against Pacific Lion on March 13, 2024 to enforce its rights against Pacific Lion.

Corporate Strategy

~~Our~~Following ~~objective~~the ispurchase toof ~~provide~~FinCapital ~~more~~and ~~seamless~~the ~~digital~~change ~~pairing~~of ~~experiences~~control ~~for~~associated ~~consumers~~with such acquisition, the Company’s business model has changed. For the 2025 fiscal year, HUMBL will no longer be pursuing Web 3 and ~~merchants~~related intechnologies. Instead, the ~~global~~Company ~~economy~~will adopt a holding a company model. ~~The~~HUMBL ~~key~~will ~~elements~~be the parent holding company and will own and operate various subsidiaries, with a particular focus in Brazil ofand ~~our~~Latin ~~growth~~America. ~~strategy~~FinCapital ~~are:~~will be first business operated by HUMBL under the new holding company structure.

●FinCapital owns ~~innovate~~41,500 ~~and~~tons ~~advance~~of ~~our~~magnesium ~~platform;~~silicate. ●Magnesium ~~drive~~silicate ~~growth~~is bya ~~acquiring~~raw ~~new~~material ~~customers;~~that ●can ~~drive~~be ~~increased~~used ~~usage~~in ~~within~~fertilizer ~~our~~and ~~existing~~other ~~customer~~industrial ~~base;~~applications. FinCapital ●is ~~expand~~currently ~~our~~looking ~~global~~to ~~footprint;~~sell ●the ~~expand~~magnesium ~~data~~silicate ~~sharing across our global ecosystem; ● grow~~ and ~~invest~~acquire inother ~~our~~raw ~~partner~~materials ~~network;~~or ●other ~~expand~~mining ~~our sales capabilities; and ● develop additional revenue streams~~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 ~~need~~currently inhave ~~each~~no ~~country~~significant orvendor ~~region~~relationships ~~a payment processing company to allow the consumers to pay online the merchants using our software services. In the United States~~ we ~~have~~are areliant ~~Platform Connect Agreement and Services Agreement with Stripe, Inc~~on. ~~We have entered into the standard forms of agreements that these companies offer to companies such as ours that promote online purchase of goods and services.~~

We utilize SumSub, Clear and Dejah to provide KYC/KYB and user verification for our HUMBL Wallet and HUMBL Social platforms.

Competition

Each of our principal verticals is highly competitive. Throughout the globe, we currently face substantial competition from other ~~service~~companies ~~providers~~offering ~~that~~artificial ~~offer~~intelligence ~~blockchain~~products ~~wallets,~~or ~~search~~sell ~~engines,~~magnesium ~~ticketing, online marketplaces, social media platforms, and ecommerce websites~~silicate. We compete primarily on the basis of availability of services and products, unique product offerings and price.

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HUMBL Wallet competes with Metamask and Coinbase. HUMBL Search Engine competes with Google and Microsoft. HUMBL Tickets competes with StubHub and Ticketmaster. HUMBL Authentics competes with eBay. HUMBL Social competes with Twitter.

Employees and Human Capital

As of December 31, ~~2023~~2024, we had 81 full time ~~employees~~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, 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.

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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.

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RISK FACTORS

Investing in our common stock involves a high degree of risk. Prospective investors should carefully consider the risks described below, together with all of the other information included or referred to in this prospectus, 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 Ownership of Magnesium Silicate Deposits

Uncertainty in Title and Property Rights

We may not hold clear, marketable, or uncontested title to all of our magnesium silicate deposits. Title to mineral properties can be subject to numerous uncertainties, including unrecorded agreements, competing claims, survey discrepancies, indigenous land rights, and regulatory conditions. Any defects or challenges to our title could result in loss of ownership rights, delays in development, or increased legal and administrative costs.

Exposure to Asset Impairment

Our magnesium silicate deposits are carried as long-term assets on our balance sheet. These assets are subject to periodic review for impairment, particularly if adverse changes occur in market conditions, geological assessments, or project economics. A determination that one or more of our mineral properties is not economically viable could result in a significant write-down or impairment charge.

Market Demand and Commercial Viability

The value of our magnesium silicate holdings depends on market demand in industrial sectors such as fertilizer, construction, ceramics, and fireproofing. Changes in customer preferences, availability of alternative materials, technological shifts, or reductions in end-use demand could adversely affect the commercial viability of our deposits and reduce the fair value of these assets.

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 of Expropriation or Regulatory Reclassification

Our rights to own and control magnesium silicate resources are subject to legal and regulatory frameworks that may change over time. Government actions, such as land use reclassification, revocation of mineral rights, or expropriation, could limit or eliminate our ownership interest in these deposits. We may also be affected by legal interpretations relating to public land, environmental protections, or indigenous sovereignty claims.

Environmental and Reputational Exposure from Passive Ownership

Even in the absence of active mining or development operations, ownership of mineral properties may expose us to potential environmental liabilities, particularly where prior exploration or historical activity has occurred. Additionally, reputational risks may arise from public perception or stakeholder concern over the environmental impact of mineral resource ownership, even without operational activity on the site.

Risks Related to Our Structure as a Holding Company

We May Not Successfully Execute Our Strategy to Operate as a Holding Company

We are in the process of establishing ourselves as a holding company, and currently operate through only two subsidiaries. Our success depends in part on the performance of these subsidiaries, which may not achieve their operational, financial, or strategic goals. In addition, our ability to grow and diversify our holdings will depend on our capacity to identify, evaluate, and acquire additional businesses or assets. We may face challenges in sourcing attractive investment opportunities, conducting effective due diligence, or successfully integrating new subsidiaries into our organizational structure. Failure to execute this strategy could limit our growth potential and negatively affect our financial condition and long-term business prospects.

We Are Dependent on the Operations and Performance of Our Subsidiaries

As a holding company, we have no significant operations of our own and are dependent upon dividends, distributions, and other payments from our subsidiaries to fund our obligations, including operating expenses and any returns of capital to our stockholders. If our subsidiaries are unable to generate sufficient cash flow or are restricted from paying dividends or making distributions under applicable law or contractual agreements, our ability to meet our financial obligations and return value to shareholders may be adversely affected.

We May Have Limited Control Over Certain Subsidiaries or Minority Interests

To the extent we do not own 100% of the equity interests in certain subsidiaries or investments, our ability to control decision-making at those entities may be limited. This may restrict our ability to direct strategy, allocate capital, or respond quickly to changing market conditions within those businesses, which could affect consolidated financial results.

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 Associated with Consolidated Financial Reporting

Because we consolidate the financial results of our subsidiaries, adverse developments at the subsidiary level—including impairments, legal liabilities, or operational disruptions—could have a direct and material impact on our consolidated financial statements, even if our holding company operations remain unaffected.

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 $(~~103~~117,~~241~~976,~~196~~134) as of December 31, ~~2023~~2024 as well as a net loss of $414,~~022~~446,~~449~~392 and $484,~~567~~310,~~938~~995 for the years ended December 31, ~~2023~~2024 and ~~2022~~2023 (restated), respectively. WeIn 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.

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.10

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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 8one full-time ~~employees~~employee. As our growth plans proceed and development and commercialization ~~plans~~ 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.

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 and increase demands on our executive management, personnel and systems, and our operational, administrative and financial resources may be inadequate. We may also not be able to effectively manage any expanded operations or achieve planned growth on a timely or profitable basis, particularly if the number of customers using our technology significantly increases or their demands and needs change as our business expands. If we are unable to manage expanded operations effectively, we may experience operating inefficiencies, the quality of our products and services could deteriorate, and our business and results of operations could be materially adversely affected.

If we are unable to develop and maintain our brand and reputation for our service and product offerings, our business and prospects could be materially harmed.

Our business and prospects depend, in part, on developing and then maintaining and strengthening our brand and reputation in the markets we will serve and for the companies we acquire. If problems arise with our future products or services, our brand and reputation could be diminished. If we fail to develop, promote and maintain our brand and reputation successfully, our business and prospects could be materially harmed.

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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.

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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.

We depend substantially on the continued services, specialized knowledge and performance of our senior management, particularly ~~Brian~~Thiago ~~Foote~~Moura, our President and CEO, and Jeffrey Hinshaw, our COO and CFO. ~~While~~We ~~we have employment agreements with all these executives, those employment agreements~~ do not ~~prevent~~have ~~such~~anything ~~employees~~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.12

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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.

We rely on third-party systems to conduct our business and relationships with payment processors, advertisers, third party sellers of our mobile apps, and our revenues and market share may decrease if these third-party relationship and systems are unavailable in the future or if they no longer offer quality performance.

We rely on third-party computer systems and third-party service providers, including payment services such as Stripe, for credit card verifications and confirmations, to host our website and to advertise and deliver the products sold on our website to customers. We also rely on third-party licenses for components of the software underlying our technology platform. Any interruption in our ability to obtain the products or services of these or other third parties or deterioration in their performance could impair the timing and quality of our own service. If our service providers fail to deliver high-quality services in a timely manner to our customers, our services will not meet the expectations of our customers and our reputation and brand will be damaged. Furthermore, if our arrangements with any of these third parties are terminated, we may not find an alternate source of systems support on a timely basis or on terms as advantageous to us. In addition, our contracts or arrangements with suppliers do not provide for the continuation of particular pricing practices, for the availability of any specific services and generally may be terminated by either party. If we are unable to develop and maintain relationships with these third-party suppliers that will allow us to obtain sufficient levels of service on acceptable commercial terms, such inability could harm our business, prospects, financial condition and results of operations.

We are subject to cybersecurity risks and risks of data loss or other security breaches.

Our business involves the storage and transmission of users’ proprietary information, and security breaches could expose us to a risk of loss or misuse of this information, and to resulting claims, fines, and litigation. We have been subjected to a variety of cyber-attacks, which have increased in number and variety over time. We believe our systems are probed by potential hackers virtually 24/7, and we expect the problem will continue to grow worse over time. Cyber-attacks may target us, our customers, our suppliers, banks, credit card processors, delivery services, e-commerce in general or the communication infrastructure on which we depend. Any compromise of our security could result in a violation of applicable privacy and other laws, significant legal and financial exposure, damage to our reputation, and a loss of confidence in our security measures, any of which could have a material adverse effect on our financial results and business. Moreover, any insurance coverage we may carry may be inadequate to cover the expenses and other potential financial exposure we could face as a result of a cyber-attack or data breach.

We may not be able to compete successfully against existing or future competitors including larger, well-established and well-financed mobile app companies.

Many of our current and potential competitors have longer operating histories, larger customer bases, greater brand recognition and significantly greater financial, marketing and other resources than we do. In addition, some of our competitors may be able to devote greater resources to marketing and promotional campaigns, adopt more aggressive pricing and devote substantially more resources to systems development than we do. Increased competition may result in reduced operating margins, loss of market share and a diminished brand franchise. We cannot provide assurance that we will be able to compete successfully against existing or future competitors.

Our business depends on effective marketing, including marketing via email and social networking messaging, and we intend to increase our spending on marketing and branding, which may adversely affect our financial results.

We depend on effective marketing to attract customers and merchants. We depend on email and social networking messaging to promote our site and offerings and to generate a substantial portion of our revenues. If we are unable to develop, implement and maintain effective and efficient cost-effective advertising and marketing programs, it would have a material adverse effect on our financial results and business. Further, as part of our growth strategies, we intend to increase our spending on marketing and branding initiatives significantly, which may adversely affect our financial results. There is no assurance that any increase in our marketing or branding expenditures will result in increased market shares or will ultimately have a positive effect on our financial results.

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If we do not respond to rapid technological changes, our services could become obsolete and we could lose customers.

To remain competitive, we must continue to enhance and improve the functionality and features of our e-commerce businesses. We may face material delays in introducing new services, products and enhancements. If this happens, our customers may forego the use of our websites and use those of our competitors. If competitors introduce new products and services using new technologies or if new industry standards and practices emerge, our existing technology and systems may become obsolete. Our failure to respond to technological change or to adequately maintain, upgrade and develop our computer network and the systems used to process customers’ orders and payments could harm our business, prospects, financial condition and results of operations.

Use of social media may adversely impact our reputation.

There has been a marked increase in the use of social media platforms and similar devices, including blogs, social media websites and other forms of internet-based communications that allow individuals access to a broad audience of consumers and other interested persons. Consumers value readily available information concerning retailers, manufacturers, and their goods and services and often act on such information without further investigation, authentication and without regard to its accuracy. The availability of information on social media platforms and devices is virtually immediate as is its impact. Social media platforms and devices immediately publish the content their subscribers and participants post, often without filters or checks on accuracy of the content posted. The opportunity for dissemination of information, including inaccurate information, is seemingly limitless and readily available. Information concerning our company may be posted on such platforms and devices at any time. Information posted may be adverse to our interests, may be inaccurate, and may harm our performance, prospects or business. The harm may be immediate without affording us an opportunity for redress or correction. Such platforms also could be used for the dissemination of trade secret information or otherwise compromise valuable company assets, all of which could harm our business, prospects, financial condition and results of operations.

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.

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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.

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

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.

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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.

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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;

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	●	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.

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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;

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● 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.

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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. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non- affiliates exceeds $700 million as of the prior June 30 and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

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 ~~all~~ of which are ~~held~~outstanding byas ~~Brian Foote,~~of ~~our~~December ~~CEO~~31, 2024; issue 570,000 Series B preferred stock with 10,000 votes per share ~~371~~349,~~913~~091 of which are issued and outstanding as of December 31, 2024; issue 20,000 Series C preferred stock 12,~~230~~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 IC1C. 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.

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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. ● 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.

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	●	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 $2,500 (“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. ~~and~~On ~~which~~March 27, 2025, the court granted our motion isand ~~presently~~dismissed ~~pending~~the ~~for~~case ~~resolution~~without ~~before~~prejudice. On April 10, 2025, the ~~court~~plaintiffs filed an amended complaint. We intend to vigorously defend the actions of the defendants and contest what we believe are baseless claims.

On July 14, 2022, we were named as aea 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. ~~The~~There ~~case~~are isno ~~currently~~other ~~stayed~~updates ~~by agreement of the parties. We intend~~ to ~~vigorously~~this ~~defend the actions of the defendants and contest what we believe are baseless claims~~case.

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 ~~the~~ OTC Pink under the symbol “HMBL”.

Holders of Record

As of ~~March~~May 279, ~~2024~~2025, there were ~~389~~395 active stockholders of record of our common stock. The actual number of holders of our common stock is greater than the number of record holders and includes stockholders who are beneficial owners, but whose shares are held in street name by brokers or other nominees. The number of holders of record presented here also does not include stockholders whose shares may be held in trust by other entities.

Dividend Policy

We have never declared or paid cash dividends on our capital stock. We currently intend to retain all available funds and future earnings, if any, to fund the development and expansion of our business, and we do not anticipate paying any cash dividends in the foreseeable future. Any future determination regarding the declaration and payment of dividends, if any, will be at the discretion of our board of directors and will depend on then-existing conditions, including our financial condition, operating results, contractual restrictions, capital requirements, business prospects, and other factors our board of directors may deem relevant.

Securities Authorized for Issuance under Equity Compensation Plans

We have 20,000,000 shares authorized for issuance under our employee stock option plan.

Recent Sales of Unregistered Equity Securities

~~On December 14, 2023, we issued a Warrant to Purchase Shares of Common Stock granting the holder right to purchase 100,000,000 shares at $0~~None.001 per share. The warrant has a cashless exercise provision and is exercisable until January 31, 2027. On December 18, 2023, we issued a Warrant to Purchase Shares of Common Stock granting the holder the right to purchase 100,000,000 shares at $0.001 per share. The warrant has a cashless exercise provision and is exercisable until January 31, 2027.

Issuer Purchases of Equity Securities

None.

ITEM 6. [RESERVED]

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”.

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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.com.

Overview

~~Following~~On ~~our~~December ~~merger~~2, ~~with~~2024, HUMBL, ~~LLC~~Inc. on(the ~~December~~“Company” 3or “HUMBL”) entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with WSCG, ~~2020~~Inc. (“WSCG”), weand ~~changed~~WSCG ~~our~~Humbl ~~name~~SPV, ~~from~~a ~~Tesoro~~series ~~Enterprises~~of SPV Management, ~~Inc~~LLC (“HoldCo”). Pursuant to ~~HUMBL~~Asset Purchase Agreement, ~~Inc~~the Company sold all of its assets to WSCG. ~~and~~In ~~adopted~~consideration for the ~~business~~ purchase of ~~HUMBL~~the toCompany’s assets, ~~deliver~~WSCG agreed to: (a) ~~more~~pay ~~seamless~~the ~~digital~~Company ~~pairing~~$3,025,000; ~~experiences~~(b) ~~for~~issue ~~consumers~~2,455,556 shares of WSCG Class B Common Stock to HoldCo; and ~~merchants~~(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 ~~global~~Company, $500,000 ~~economy~~was 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.

~~HUMBL~~The isHoldCo aUnits ~~Web~~represent 3,approximately ~~digital~~27.5% ~~commerce~~of ~~platform~~the ~~that~~outstanding ~~was~~equity ~~built~~in toWSCG. ~~connect~~Upon ~~consumers,~~transfer of ~~businesses~~the ~~and~~HoldCo ~~governments~~Units, in the ~~digital~~Company ~~economy.~~will ~~HUMBL~~own ~~provides simple~~100% ~~tools~~of ~~and~~HoldCo. ~~packaging~~The ~~for~~Company ~~complex~~intends ~~new~~to ~~technologies~~keep ~~such~~a asportion ~~blockchain,~~of in the ~~same~~HoldCo ~~way~~Units ~~that~~to ~~previous~~maintain ~~cycles~~exposure to ofWSCG’s ~~e-commerce~~performance and the ~~cloud~~ ~~were~~Company ~~more~~assets ~~simply~~purchased ~~packaged~~ by ~~companies~~WSCG. ~~such~~The asCompany ~~Facebook,~~will ~~Apple,~~also ~~Amazon~~offer ~~and~~to ~~Netflix~~exchange ~~over~~some of the ~~past~~HoldCo ~~several~~Units to ~~decades.~~its ~~The~~debtholders ~~Company~~and ~~through their~~holders ~~product~~of ~~offerings~~Series ~~are~~C ~~looking~~Preferred Stock as a way to ~~simplify~~eliminate debt and ~~package~~reduce potential future dilution to common stockholders. The transfer of the ~~digital~~Company’s ~~economy~~assets ~~for~~to ~~consumers,~~WSCG ~~corporations~~took ~~and~~place ~~government~~on February 27, 2025.

~~The~~On ~~goal~~December of2, ~~HUMBL~~2024, isthe toCompany ~~provide~~entered ~~ready~~into ~~built~~a ~~tools,~~Stock ~~and~~Purchase ~~platforms~~Agreement ~~for~~(the ~~consumers~~“Stock ~~and~~Purchase ~~merchants~~Agreement”) towith ~~seamlessly~~Ybyrá Capital ~~participate~~S.A. in(“Ybyrá”) and Brian Foote, the ~~digital~~Company’s ~~economy~~former CEO and current director. Pursuant to the Stock Purchase Agreement: (a) HUMBL ispurchased ~~built~~99% onof the outstanding equity interests of FinCapital Credito Pagamentos e Servicos LTDA, a ~~patent-pending~~Brazilian company (“FinCapital”), ~~decentralized~~from ~~technology~~Ybyrá; ~~stack~~and ~~that~~(b) ~~utilizes~~Brian ~~both~~Foote ~~core~~sold ~~and~~his ~~partner~~7,000,000 ~~technologies~~shares of Series A Preferred Stock and 100,000 shares of Series D Preferred Stock of the Company (the “Control Shares”) to ~~provide~~Ybyrá. ~~faster~~With the purchase ~~connections~~of tothe Control Shares, Ybyrá is now the ~~digital~~controlling ~~economy~~stockholder of the Company. FinCapital a previously dormant entity and ~~each~~had at ~~other~~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

~~The~~FinCapital ~~Company~~ is ~~organized~~now ~~into~~a ~~two~~99% ~~divisions:~~owned a)subsidiary ~~HUMBL~~of ~~Consumer~~the ~~and~~Company. b)The ~~HUMBL~~Company ~~Commercial.~~agreed ~~These~~to ~~two~~issue ~~divisions~~$20,000,000 ~~incorporate~~in ~~and~~common ~~expand~~shares to Ybyrá for the ~~Company’s~~purchase ~~core~~of ~~products~~the ~~and~~FinCapital ~~services~~equity interest. ~~The~~HUMBL ~~majority~~will pay $4,000,000 of the ~~Company’s~~purchase ~~operations~~price ~~prior~~through the issuance of 10,000,000,000 common share to ~~2023~~Ybyrá ~~were~~($0.0004 ~~focused~~per onshare). ~~the~~The ~~Consumer~~remaining ~~division~~$16,000,000 in common shares will be issued following a recapitalization event that provides sufficient authorized shares to make the issuance.

~~Results~~As ofa ~~Operations~~result ~~for~~of the ~~Years~~WSCG ~~Ended~~purchase ~~December~~of 31the Company assets, ~~2023~~the previous operations of the Company will be reflected as discontinued operations, and ~~2022~~the assets that were sold are all reflected as assets under discontinued operations.

~~The~~Following ~~following~~the ~~table~~purchase ~~sets~~of ~~forth~~FinCapital and the ~~summary~~change ~~operations~~of ~~for~~control associated with such acquisition, the ~~years~~Company’s ~~ended~~business ~~December~~model 31has changed. For the 2025 fiscal year, ~~2023~~HUMBL will no longer be pursuing Web 3 and ~~2022:~~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.

	For the Years Ended
	December 31, 2023			December 31, 2022
Revenues	$	1,005,856		$	454,080
Cost of Revenues	$	443,348		$	181,287
Gross Profit	$	562,508		$	272,793
Development Costs	$	188,930		$	2,363,225
Professional Fees	$	2,770,689		$	4,280,249
Settlement	$	806,400		$	3,752,400
Stock-based compensation	$	6,173,243		$	11,866,772
Impairment - inventory	$	797,089		$	-
Impairment – intangible assets including goodwill	$	-		$	7,246,260
Impairment – digital assets	$	151,409		$	1,606,784
General and Administrative Expenses	$	3,059,698		$	6,893,781
Interest Expense	$	(850,591	)	$	(1,553,003	)
Loss on sale of fixed assets	$	-		$	(57,318	)
Amortization of Debt Discounts	$	(375,371	)	$	(1,672,940	)
Change in fair value of derivative liabilities	$	43,951		$	-
Derivative expense	$	(95,866	)	$	-
Gain on Sale of Digital Assets	$	24		$	297,895
Loss on conversion of convertible notes payable	$	(2,896,068	)	$	(753,858	)
Provision for Income Taxes	$	-		$	-
Net Loss from Continuing Operations	$	(17,558,871	)	$	(41,475,902	)

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~~Revenues~~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.

~~Revenues~~On ~~for~~April ~~the~~3, ~~year~~2025, ~~ended~~HUMBL ~~December~~entered ~~31,~~into ~~2023~~a ~~were~~Joint $1Venture Agreement with Multicortex,~~005,856~~ asLLC. ~~compared~~Multicortex tois ~~$454,080~~a ~~for~~company ~~the~~focusing ~~year~~on ~~ended~~artificial ~~December~~intelligence and ~~31,~~high-performance ~~2022,~~computing. anPursuant ~~increase~~to ofthe ~~$551~~agreement,~~776. The~~ ~~increase~~HUMBL ~~was~~acquired ~~due~~a 51% interest in ~~large~~Multicortex. ~~part~~In toexchange, ~~the~~HUMBL ~~sales~~will contribute 15% of ~~merchandise~~any ~~from~~funds ~~our~~it ~~marketplace~~raises ~~which~~in ~~included~~any ~~items~~Regulation ~~from~~A+ BMoffering ~~Authentics~~(up ~~and~~to ~~from services~~$3,000,000) ~~rendered~~to ~~from~~fund ~~our~~development ~~Mexican~~of ~~subsidiary,~~Multicortex’s ~~Ixaya~~suite of products.

~~Cost~~HUMBL’s ofcontrolling ~~Revenues~~shareholder, Ybyrá, is a Brazilian holding company with interests in mining, real estate, oil and ~~Gross~~gas, ~~Profit~~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.

~~Cost~~Results of ~~revenues~~Continuing ~~for~~Operations ~~the year ended December 31, 2023 were $443,348 as compared to $181,287~~ for the ~~year~~Years ~~ended~~Ended December 31, ~~2022,~~2024 ~~an increase of $262,061. The increase was primarily due to increases in our marketplace for BM Authentics~~ and ~~our cost of labor for Ixaya.~~2023

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

	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 and 2023 are related to our operations that are reflected in discontinued operations. The Company has recently acquired FinCapital which consisted of one singular asset which were minerals located in Brazil. The minerals are magnesium silicate.

Operating Expenses

Operating expenses for the year ended December 31, 2023 were $1310,~~947~~061,~~458~~013 as compared to $388,~~009~~302,~~471~~341 for the year ended December 31, ~~2022~~2024, a decrease of $241,~~062~~758,~~013~~672. Operating expenses consists of ~~development costs,~~ professional fees and general and administrative expenses ~~and non-cash charges for impairment expenses and stock-based compensation~~ as fully described below. We expect our ~~development costs and~~ 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 ~~from~~over ~~levels~~the inpast ~~2022~~year as our stock-based compensation ~~will~~ beis reduced ~~and we have already impaired most of our intangible assets and all of our goodwill~~.

~~Development Costs~~22

~~Development costs~~Table ~~which consist~~ of salaried and outsourced technical consultants for the year ended December 31, 2023 were $188,930 compared with $2,363,225 for the year ended December 31, 2022. The decrease of development costs related to the roll out of various projects such as the HUMBL Wallet and Social in 2022.Contents

Professional Fees

Professional fees which consist of contracted individuals and companies, legal, audit and accounting costs for the year ended December 31, 2023 were $2,770,689 compared to $41,~~280~~051,~~249~~539 for the year ended December 31, ~~2022~~2024. The decrease in professional fees related to the professional ~~fees~~ fees incurred in regulatory filings including OTC compliance and reporting as well as increases in consultant costs in ~~2022~~2023 versus ~~2023~~2024. We We expect that these costs will continue decreasing during ~~2023~~2025.

Settlement

The Company incurred $806,400 in settlement expenses for the year ended December 31, 2023 and $32,~~752~~976,~~400~~380 in settlement expenses for the year ended December 31, ~~2022~~2024 related to agreements with individuals for liabilities incurred.

Stock-Based Compensation

The Company incurred $6,173,243 in stock-based compensation expenses for the year ended December 31, 2023 compared to $11,866,772 for the year ended December 31, 2022 related to agreements with consultants, advisors, and directors for services rendered. We expect our stock-based compensation expenses to decline in the next 12 months due to the vesting terms of such grants. The awards provided were valued in accordance with ASC 718 at fair value.

Impairment of Intangible Assets including Goodwill and Digital Assets and Inventory

The Company incurred $7,246,260 in non-cash charges related to impairment of intangible assets including goodwill in 2022, and $151,409 and $1,606,784 in impairment of our digital assets in the year ended December 31, 2023 and 2022. The intangible asset impairment relates to the impairment on the goodwill incurred in the Ixaya acquisition. The impairment of the digital assets was based on the valuation changes in the digital assets we held. Effective June 30, 2023, we held no digital assets. We impaired $797,089 in 2023 related to our inventory as a one-time adjustment.

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General and Administrative

General and administrative expenses for the year ended December 31, 2023 were $36,~~059~~483,~~698~~924 compared with $64,~~893~~274,~~781~~422 for the year ended December 31, ~~2022~~2024. The decrease in general and administrative expenses of $32,~~834~~209,~~083~~502. isMuch ~~related~~of to the ~~following~~decrease ~~approximate reductions~~ in ~~expenses as~~general ~~follows: salaries~~ and ~~wages~~administrative ~~($1,900,000) advertising and business development~~ expenses ~~($460,000), travel and conferences ($240,000),~~ ~~penalties~~relates ~~($700,000),~~to ~~recruitment~~decreases ~~($60,000),~~in ~~insurance~~stock-based ~~($60,000),~~compensation ~~rent~~as ~~($36,000),~~well ~~security~~as ~~($125,000)~~payroll and ~~all~~payroll-related ~~other~~expenses ~~general~~due ~~and~~to ~~administrative costs~~less ~~(approximately~~personnel ~~$253,000)~~employed.

Other Income (Expense)

In the year ended December 31, 2023 we incurred $4,~~173~~462,~~921~~040 in other expenses, compared to $3,~~739~~122,~~224~~068 in other expenses in the year ended December 31, ~~2022~~2024, ana ~~increase~~decrease of $~~484~~1,~~697~~339,972 in other expenses. The other expenses relate to amortization of discounts ~~of $375~~,~~371~~ ~~and $1,672,940, respectively for the 2023 and 2022 periods, as well as~~ interest expense ~~of $850,591~~ and ~~$1,553,003,~~losses ~~respectively. Gain~~ on ~~sale~~the ~~of digital assets of $24 and $297,895, and a loss on~~ conversion of convertible notes ~~payable of $2,896,068~~ and ~~$753,858~~exchanges ~~for~~of ~~2023 and 2022, respectively~~warrants. ~~In 2023,~~We weincurred ~~had~~other ~~$95,866~~income from changes in our derivative ~~expenses~~liability ~~and~~as awell ~~change~~as in ~~the fair value of derivative liabilities of $43~~2024,~~951~~ ~~related to convertible notes entered into during this period. We had~~ a ~~loss~~gain ~~of $57,318~~ on the sale of ~~fixed~~HUMBL financial assets in ~~2022. We expect to incur additional other income (expense) in~~ the ~~next~~amount 12of ~~months related to our debt~~$2,800,000.

Net Loss from Continuing Operations

Net loss from operations from continuing operations for the year ended December 31, 2023 was ($1714,~~558~~523,~~871~~053) as compared to a net loss of ($4111,~~475~~424,~~902~~409) for the year ended December 31, ~~2022~~2024. The $243,~~026~~098,~~556~~644 decrease in the net loss was due to the changes noted herein.

~~Segment~~In the course of preparing our consolidated financial statements for the ~~Reporting~~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.

The Company follows the provisions of ASC 280-10 Disclosures about Segments of an Enterprise and Related Information. This standard requires that companies disclose operating segments based on the manner in which management disaggregates the Company in making operating decisions.

The following represents segment reporting for continuing operations only:

Year Ended December 31, 2022	Consumer			Commercial			Total
Segmented operating revenues	$	150,363		$	303,717		$	454,080
Cost of revenues		83,176			98,111			181,287
Gross profit		67,187			205,606			272,793
Total operating expenses net of depreciation, amortization and impairment		26,658,877			1,841,342			28,500,219
Depreciation, amortization and impairment		1,472,649			8,036,603			9,509,252
Other expenses (income)		3,766,929			(27,705	)		3,739,224
(Loss) from continuing operations	$	(31,831,268	)	$	(9,644,634	)	$	(41,475,902	)
Segmented assets as of December 31, 2022
Property and equipment, net	$	20,549		$	-		$	20,549
Intangible assets	$	261,713		$	541,667		$	803,380
Intangible assets – digital assets	$	6,609		$	147,823		$	154,432
Capital expenditures	$	8,510		$	-		$	8,510

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Year Ended December 31, 2023	Consumer			Commercial			Total
Segmented operating revenues	$	373,505		$	632,351		$	1,005,856
Cost of revenues		288,267			155,081			443,348
Gross profit		85,238			477,270			562,508
Total operating expenses net of depreciation, amortization and impairment		11,401,320			1,459,060			12,860,380
Depreciation, amortization and impairment		939,301			147,777			1,087,078
Other expenses (income)		4,168,841			5,080			4,173,921
(Loss) from continuing operations	$	(16,424,224	)	$	(1,134,647	)	$	(17,558,871	)
Segmented assets as of December 31, 2023
Property and equipment, net	$	12,526		$	-		$	12,526
Intangible assets	$	243,379		$	411,667		$	655,046
Capital expenditures	$	-		$	-		$	-

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 of December 31, ~~2023~~2024, we had $~~368~~20,~~480~~487 in cash. During the last two years we built our platform and grew our operations by acquiring companies to support what we have just recently consolidated into HUMBL.com. The acquisitions increased our debt and our common shares issued as we spent very little cash in these acquisitions. 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.

We had a working capital deficit of $423,~~690~~693,~~800~~753 and $274,~~408~~690,~~687~~800 as of December 31, ~~2023~~2024 and ~~2022~~2023, respectively. The majority of our current liabilities isare in the form of long-term debt and notes payable, and accounts payable and accrued expenses. The decrease in working capital is the direct result of ~~the settlement with Tickeri and Monster resulting in over $11,400,000 in~~ reductions of notes payable, accrued interest and accrued expenses. ~~This~~as ~~reduction~~well ~~was~~as ~~offset~~the bychange ~~some increases~~ in ~~accounts payable as we continue~~ the ~~development~~contingent ~~of our~~consideration. ~~mobile~~The ~~wallet. A majority of the~~ Company’s ~~operating~~assets ~~expenses in the past two years was the result of non-cash charges such~~ as ~~impairment~~ of ~~intangible~~December ~~assets~~2, ~~including~~2024 ~~goodwill,~~were ~~settlement~~sold and ~~stock-based compensation. The actual monthly cash burn of~~ the Company is ~~approximately~~commenced ~~$345,000~~a ~~per~~new ~~month~~business atwith ~~this~~the ~~time~~purchase ~~and~~of asthe ~~our core products come online, this is likely to decrease upon our technology~~magnesium ~~being completed~~silicate. The Company inanticipates ~~the~~entering ~~year~~into ~~ended~~profitable ~~December~~businesses ~~31,~~upon ~~2023~~the ~~received~~sale ~~net proceeds~~ of ~~approximately~~the ~~$3,260,365~~magnesium ~~from various debt financings and has received $1,365,050 in purchases of common and preferred stock and warrants~~silicate. ~~However,~~As 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.

In January 2023 and June 2023, we recognized a gain on disposal of $13,685,645 when we settled all claims with the former owners of Tickeri and Monster and sold them back their companies.

Net cash used in operating activities was $4,118,487 and $11,689,245 for the years ended December 31, 2023 and 2022, respectively. The $7,570,758 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 2022 to 2023, such as the gain on disposal of Tickeri and Monster, impairment of intangible assets including goodwill and increases in our stock-based compensation. Additionally, our changes in assets and liabilities decreased by approximately $760,000.

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~~Net~~In ~~cash~~January ~~used~~2023 inand ~~investing~~June ~~activities was $677~~2023,~~341~~ ~~for~~we ~~the~~recognized ~~year~~a ~~ended~~gain ~~December~~on ~~31,~~disposal ~~2022 related to purchases~~ of ~~fixed assets of~~ $813,~~510 and cash paid~~685,645 ~~net~~when ofwe ~~amounts~~settled ~~received~~all inclaims ~~the~~with ~~acquisition of Ixaya of $148,675, cash paid in~~ the ~~acquisition~~former ofowners ~~BM Authentics~~ of ~~$110,000,~~Tickeri ~~purchases~~and ofMonster ~~a non-fungible token of $406,040~~ and ~~domain~~sold ~~names~~them ofback ~~$275,020~~their ~~as well as proceeds received from the sale of fixed assets of $270,904~~companies. ~~We had no activities from investing activities in 2023.~~

~~Cash~~Net ~~provided~~cash byused ~~financing~~in operating activities was $43,~~003~~183,~~716~~582 and $104,~~004~~118,~~096~~487 for the years ended December 31, ~~2023~~2024 and ~~2022~~2023, respectively. InThe ~~2022~~$934,905 ~~the~~decrease ~~Company~~in ~~raised~~net ~~$2,000,000~~cash ~~from~~used ~~the~~in ~~exercise~~operating ofactivities ~~warrants~~was ~~and~~primarily ~~proceeds~~a ~~from~~result ~~related~~of ~~party~~the ~~notes~~change in the ~~amount~~net ofloss ~~$8,700,000, $207,500 from convertible notes~~ and ~~$1,190,000~~the ~~from~~non-cash ~~sales~~charges of impacting our ~~common~~net ~~stock~~loss ~~and~~from a2023 ~~contribution~~to ~~of capital of $406~~2024,~~040~~ ~~(as~~such ~~well~~ as ~~non-cash~~the ~~contribution of~~gain ~~capital~~on ~~of $500,000) by~~ the ~~Company’s~~sale ~~CEO as well as repayments~~ of ~~notes~~HUMBL ~~payable,~~Financial ~~related party notes~~assets, ~~amounts~~losses ~~due~~on ~~to seller and bank loans of $2,449,444 and~~ the ~~purchase~~conversion of treasury shares of $50,000 that was subsequently retired. In 2023, we received proceeds from related party notes payable of $1,075,365, a contribution of capital from our CEO of $50,000, $260,000 from notes payable, $1,925,000 from convertible notes ~~payable~~ and ~~$1,365,050~~decreases ~~from sales of our common and preferred stock. We repaid a total of $671,699~~ in ~~all of~~ our ~~related~~ ~~and non~~stock-~~related~~based ~~party debt~~compensation.

~~Since~~We ~~the~~had ~~date~~no ofactivities ~~the~~from ~~reverse~~investing ~~merger~~activities in ~~December~~the ~~2020~~years weended ~~have~~December ~~financed~~31, ~~our~~2023. ~~operations~~In ~~through~~2024, ~~sales~~we ofreceived ~~common~~$500,000 ~~and~~in ~~preferred~~cash ~~stock~~for ~~and~~ the ~~issuance~~acquisition of ~~debt~~the HUMBL operations to WSCG.

WeCash ~~expect~~provided ~~that~~by ~~the~~financing ~~consolidation~~activities ofwas ~~our~~$2,109,705 ~~platform~~and ~~into~~$4,003,716 ~~HUMBL.com~~for asthe ~~well~~years asended ~~our~~December ~~arrangement~~31, ~~with~~2024 ~~the~~and ~~AFL~~2023, ~~will~~respectively. ~~bring~~In ~~about revenue producing~~2024, ~~operations~~the toCompany ~~improve~~raised ~~the~~$1,354,000 ~~liquidity~~from of the ~~Company~~proceeds ~~moving~~from ~~forward.~~convertible ~~However~~notes, ~~going forward~~$395,500 ~~the~~from ~~effect~~related ofparty ~~our~~notes ~~industry~~payable onand ~~the~~$530,000 ~~capital~~from notes ~~markets~~payable ~~may~~as ~~limit~~well ~~our~~as ~~ability~~repayments toof ~~raise~~convertible ~~additional~~notes ~~capital~~payable onof ~~the~~$345,795, ~~terms~~$180,000 ~~acceptable~~in torelated usparty atnotes ~~the~~payable ~~time~~and weraised ~~need it~~$356,000 ~~if at all. The additional~~from ~~post-COVID~~the ~~challenges~~sale ~~related~~of towarrants. ~~remote~~In ~~work~~2023, ~~and~~we ~~travel~~raised ~~restrictions~~$1,365,050 ~~that~~from wethe assale aof ~~smaller~~stock, ~~company~~$1,925,000 ~~have~~from ~~faced~~proceeds inof ~~striving~~convertible tonotes ~~meet~~payable ~~our~~and ~~disclosure~~$1,075,365 ~~obligations~~from inrelated aparty ~~timely~~notes ~~manner~~payable, ~~while~~and ~~taking~~$50,000 ~~the~~from ~~steps~~a tocontribution ~~protect~~of ~~the~~capital ~~health~~by ~~and safety of~~ our ~~employees~~CEO ~~have~~and ~~impacted~~$260,000 ~~and may~~from ~~continue~~notes topayable. ~~further~~We also ~~impact~~repaid $568,283 ~~our~~of ~~ability~~notes ~~to raise additional capital~~payable.

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.

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, ~~2023~~2024 and ~~2022~~2023, 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.

Inventory

Inventory is valued at the lower of cost or net realizable value, with cost determined using the first-in first-out method. The carrying value of inventory is evaluated periodically for excess quantities and obsolescence. Management evaluates quantities on hand and physical condition as these characteristics may be impacted by anticipated customer demand for current products. The allowance is adjusted based on such evaluation, with a corresponding provision included in cost of sales.

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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.

~~Revenue Recognition~~24

~~The Company~~Table ~~accounts for a contract with a customer that is within the scope~~ of ~~ASC 606 only when the five steps of revenue recognition under ASC 606 are met.~~Contents

WeFair ~~account~~Value for revenues based on the verticals in which they were earned, the three principal verticals being (1) HUMBL Wallet, (2) HUMBL Marketplace, and (3) HBS – Commercial division. See “Revenue Recognition” in Note 2 of our Financial Statements.Measurements

~~The~~ASC ~~Company~~820 ~~has~~Fair Value Measurements defines fair value, establishes a ~~core~~framework ~~revenue~~for ~~focus~~measuring onfair value in accordance with GAAP, and expands disclosure about fair value measurements. ASC 820 classifies these inputs into the following hierarchy:

Level 1. ~~HUMBL~~inputs: ~~Wallet~~Quoted 2.prices ~~HUMBL.com~~for –identical ~~Web~~instruments ~~Platform~~in 3.active ~~HBS Commercial Division - (“Powered by HUMBL”)~~markets.

~~The~~Level ~~Company~~2 ~~plans~~inputs: toQuoted ~~drive~~prices ~~its~~for ~~revenues~~similar ~~through~~instruments ~~the~~in ~~following~~active ~~channels:~~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.

~~HUMBL~~Level ~~Wallet~~3 inputs: Instruments with primarily unobservable value drivers.

●Recent Accounting The Company will drive consumer acquisition primarily through the digital wallet. Consumers can be monetized inside a digital wallet through the delivery of search advertising, social media advertising, loyalty advertising, credit card payment transactions, ticketing sales, certificates of authenticity and more.Pronouncements

~~HUMBL~~The ~~Web~~Company ~~Platform~~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.

●In August ~~The~~2020, ~~Company~~the ~~has~~FASB ~~developed~~issued ~~one~~ASU ofNo. ~~the~~2020-06, ~~first~~Debt-Debt ~~digital~~with ~~wallet~~Conversion and ~~web~~Other ~~platforms~~Options ~~that~~(Subtopic ~~are~~470-20) ~~connected~~and ~~together.~~Derivatives ~~This~~and ~~means~~Hedging-Contracts in ~~that~~Entity’s ~~any~~Own ~~verified~~Equity ~~customers~~(Subtopic ~~using~~815-40): ~~the~~Accounting ~~HUMBL.com~~for ~~web~~Convertible ~~platform~~Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), ~~are~~which ~~also~~simplifies ~~connected~~the toaccounting afor ~~digital~~convertible ~~wallet~~instruments by removing the separation models for ~~consumer~~(1) convertible debt with a cash conversion feature and ~~merchant~~(2) ~~transactions~~convertible instruments with a beneficial conversion feature. ●ASU ~~The~~2020-06 ~~HUMBL~~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.~~com~~ This ~~platform~~standard ~~can~~will be ~~used~~effective tofor ~~drive~~smaller ~~search~~reporting ~~advertising,~~companies ~~social~~in ~~media~~fiscal ~~advertising,~~years ~~loyalty~~beginning ~~advertising~~after December 15, ~~credit~~2023, ~~card~~with ~~payment~~early ~~transactions,~~adoption permitted. ~~ticketing~~The ~~sales,~~adoption ~~certificates~~did ofnot ~~authenticity,~~have ~~authentic~~a ~~merchandise~~material ~~purchases~~impact ~~and~~on ~~more~~our consolidated financial statements.

~~HBS~~In ~~Commercial~~November ~~Services~~2023, the Financial Accounting Standards Board issued Accounting Standards Update 2023-07 (“~~Powered~~ASU ~~by HUMBL~~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.

~~● HUMBL also packages its digital wallet and web platform for white-labeling by clients. ● Government – HUMBL has secured approval to build a digital wallet for the County~~ Restatement of ~~Santa~~Previously ~~Cruz,~~Issued ~~CA.~~Financial ~~This~~Statements ~~digital wallet will be built in a modular way, that can be replicated~~ for other cities, counties, states and national government transactions and record keeping in areas such as licensing, renewals and certificates. Once built, HUMBL will offer these digital wallets for government in exchange for flat fee, a percentage of transactions, or a mix of both. ● Stadiums, Arenas and Leagues – HUMBL has secured approval to serve as the ~~“Official~~Year ~~Technology~~Ended ~~Platform”~~December ~~of the Arena Football League (AFL)~~31, which is currently comprised of 16 teams through the 2028 season. HUMBL will deliver digital wallet and web platform services, with the goal of maximizing ticket revenues, merchandise sales and advertising programs across league digital properties. HUMBL will be paid a percentage on every ticket sold by the league, with annual escalators through the end of the 2028 season. HUMBL will seek to replicate this model across other teams, sports leagues, stadiums, arenas and festivals.2023

~~ITEM~~In 7Athe 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. ~~QUANTITATIVE~~As ~~AND~~a ~~QUALITATIVE~~result ~~DISCLOSURES~~of ~~ABOUT~~this ~~MARKET~~error, ~~RISK~~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.

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 $208,366 and had no impact on our net equity or our net cash flows. The error increased our accumulated deficit and additional paid in capital by the $288,546. There were no other amounts restated.

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~~

CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, ~~2023~~2024

Table of Contents

Report of Independent Registered Public Accounting Firm	27
Report of Independent Registered Public Accounting Firm (PCAOB ID: #05525) (Fruci & Associates II, PLLC)	27
Consolidated Balance Sheets	28
Consolidated Statements of Operations	29
Consolidated Statements of Changes in Stockholders’ Equity (Deficit)	30
Consolidated Statements of Cash Flows	31
Notes to Consolidated Financial Statements	32

Table of Contents

Report of Independent Registered Public Accounting Firm

To the ~~shareholders~~Board ~~and~~of ~~the~~Directors ~~board~~and ofShareholders ~~directors~~ of HUMBL, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of HUMBL, Inc. (“the Company”) as of December 31, ~~2023~~2024 and ~~2022~~2023, and the related consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows for ~~the~~each of the years ~~then~~in the two-year period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2023~~2024 and ~~2022,~~2023 and the results of its operations and its cash flows for each of the years ~~then~~ in the two-year period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

~~Substantial Doubt about the Company’s Ability to Continue as a~~ 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 ~~suffered recurring losses from operations and has~~ a ~~significant~~working ~~accumulated~~capital deficit. ~~In addition,~~and ~~the~~history ~~Company~~of ~~continues~~operating ~~to experience negative cash flows from operations~~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. 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~~ securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our ~~audits~~audit, 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 included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit 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 ~~provides~~provide a reasonable basis for our opinion.

~~/S/~~Emphasis BFof ~~Borgers~~a ~~CPA~~Matter PC– Restatement of Previously Issued Financial Statements

BFAs ~~Borgers~~discussed ~~CPA~~in PCNote ~~(PCAOB~~1 IDto ~~5041)~~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.

WeCritical ~~have~~Audit ~~served as the Company’s auditor since 2021~~Matters

~~Lakewood~~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 COdoes 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.

~~March~~Purchase ~~28,~~and ~~2024~~Sale Transactions

Description of the Critical Audit Matter

As discussed in Note 4, near year end the Company entered into two significant transactions: (1) share exchange agreement in which the acquired entity had a single asset, and which was deemed to be an asset acquisition (“Fincapital Transaction”), and (2) sale of operating assets in exchange for cash and equity considerations (“WSCG Transaction”). Given the timing and nature of these transactions, their impact on the presentation of the financial statements, and the potentially subjective nature of valuation of items included in these transactions, significant auditor judgment and effort was required to test these transactions.

How the Critical Audit Matter was Addressed in the Audit

Our principal audit procedures to evaluate these transactions consisted of the following, among others:

	1.	Evaluated the business purpose of the transactions, including reviewing for any related party relationships.

	2.	Evaluated analysis provided by the Company and compared to the underlying executed agreements.

	3.	Evaluated management’s analysis regarding ASC 805 and conclusion that the transaction was an asset purchase (Fincapital Transaction)

	4.	Evaluated specialist’s valuation report related to the existence and valuation of mineral inventory, recalculated the value allocable to the Company in the asset purchase (Fincapital Transaction).

	5.	Evaluated management’s identification and presentation of identified assets, liabilities, and results of operations presented as discontinued operations in the financial statements (WSCG Transaction).

Fruci & Associates II, PLLC – PCAOB ID #05525

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

Spokane, Washington

May 9, 2025

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HUMBL, INC.

CONSOLIDATED BALANCE SHEETS (IN US$)

DECEMBER 31, ~~2023~~2024 AND ~~2022~~2023 (RESTATED)

	DECEMBER 31,			DECEMBER 31,
	2023			2022
	2024			2023
				(RESTATED)
ASSETS
Current Assets:
Cash	$	~~368~~20,~~480~~487		$	~~483~~363,~~251~~254
Assets related to user cryptocurrencies safeguarding obligation		34,217			665,738
Current assets of discontinued operations		2,971,906			471,513
Accounts receivable		36,048			73,974
Total Current Assets		2,992,393			834,767
Inventory, net		289,940			1,038,816
Intangible assets - digital assets, current portion		-			6,609
Prepaid expenses and other current assets		106,082			22,719
Current assets of discontinued operations		-			559,202
Total Current Assets		834,767			2,850,309
Non-Current Assets:
Fixed assets, net of depreciation		12,526			20,549
Minerals		20,000,000			-
Intangible assets, net of amortization		655,046			803,380
Non-current assets of discontinued operations		230,510			667,572
Intangible assets - digital assets, net of current portion		-			147,823
Total Non-Current Assets		20,230,510			667,572
Non-current assets of discontinued operations		-			3,936
TOTAL ASSETS	$	23,222,903		$	1,502,339
Total Non-Current Assets		667,572			975,688
TOTAL ASSETS	$	1,502,339		$	3,825,997
LIABILITIES AND STOCKHOLDERS’ DEFICIT
LIABILITIES
Current Liabilities:
Accounts payable and accrued expenses	$	12,~~367~~671,~~797~~043		$	31,~~805~~300,~~410~~655
Obligation to issue common shares		-			903,936
Contingent consideration		-			565,815
User cryptocurrencies safeguarding obligation		34,217			665,738
Derivative liabilities		338,986			63,316
Contingent consideration		565,815			2,829,075
Liability for stock to be issued - acquisition of FinCapital		20,000,000			-
Derivative liabilities		63,316			-
Advances on purchase of assets by WSCG		1,037,500			-
Current portion of notes payable - bank		5,022			4,380
Current portion of notes payable		750,000			-
Current portion of notes payable		-			440,000
Current portion of notes payable - related parties		385,500			200,000
Current portion of notes payable - related parties		233,685			10,341,320
Current portion of notes payable		385,500			200,000
Current portion of notes payable		233,685			10,341,320
Convertible notes payable - related parties, net of discount		421,830			1,381,830
Convertible notes payable - related parties, net of current portion		1,381,830			7,500,000
Current portion of convertible notes payable, net of discount		1,080,673			1,873,885
Current portion of convertible notes payable, net of discount		1,873,885			2,636,411
Current liabilities of discontinued operations		614			140,066
Current liabilities of discontinued operations		-			1,132,726
Total Current Liabilities		26,686,146			5,525,567
Total Current Liabilities		5,525,567			30,258,996
Long-Term Liabilities:
Notes payable - bank, net of current portion		2,511			6,569
Notes payable - related parties, net of current portion		-			100,000
Notes payable - related parties, net of current portion		100,000			8,700,000
Non-current liabilities of discontinued operations		-			2,511
Non-current liabilities of discontinued operations		-			150,000
Total Long-Term Liabilities		-			102,511
Total Long-Term Liabilities		102,511			8,856,569
Total Liabilities		26,686,146			5,628,078
Total Liabilities		5,628,078			39,115,565
Commitments and contingency		-			-
STOCKHOLDERS’ DEFICIT
Preferred stock, 7,000,000 shares Series A Preferred stock authorized, 570,000 Series B Preferred stock authorized and 20,000 Series C Preferred stock authorized
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, 379,875 and 416,159 shares issued and outstanding, respectively		4			4
Series B Preferred, par value $0.00001, 349,091 and 379,875 shares issued and outstanding, respectively		3			4
Series C Preferred, par value $0.00001, 12,280 and 0 shares issued and outstanding, respectively		-			-
Series C Preferred, par value $0.00001, 12,350 and 12,280 shares issued and outstanding, respectively		-			-
Preferred stock, value		-			-
Series D Preferred, par value $0.00001, 100,000 and 0 shares issued and outstanding, respectively		1			-
Common stock, par value, $0.00001, 22,500,000,000 and 7,450,000,000 shares authorized, 11,263,429,223 and 2,182,343,775 issued and outstanding, respectively		112,634			21,823
Preferred stock, value		1			-
Additional paid in capital		99,124,893			63,887,828
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
Accumulated deficit		(103,241,196	)		(99,218,747	)
Additional paid in capital		114,185,329			99,413,439
Accumulated other comprehensive income (loss)		(122,144	)		19,454
Accumulated deficit		(117,976,134	)		(103,529,742	)
Total Stockholders’ Deficit		(4,125,739	)		(35,289,568	)
Accumulated other comprehensive income (loss)		-			(122,144	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	1,502,339		$	3,825,997
Total Stockholders’ Deficit		(3,463,243	)		(4,125,739	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	23,222,903		$	1,502,339

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

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HUMBL, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS (IN US$)

~~YEARS~~FOR THE YEARS ENDED DECEMBER 31, ~~2023~~2024 AND ~~2022~~2023 (RESTATED)

	YEARS ENDED
	DECEMBER 31,			DECEMBER 31,
	2023			2022
	2024			2023
REVENUES	$	1,005,856		$	454,080
				(RESTATED)
COST OF REVENUES		443,348			181,287
CONTINUING OPERATIONS:
GROSS PROFIT		562,508			272,793
REVENUES	$	-		$	-
COST OF REVENUES		-			-
GROSS (LOSS) PROFIT		-			-
OPERATING EXPENSES
Development costs		188,930			2,363,225
Professional fees		1,051,539			2,770,689
Professional fees		2,770,689			4,280,249
Settlements of payables		2,976,380			806,400
Settlement		806,400			3,752,400
General and administrative expenses		4,274,422			6,483,924
Impairment - inventory		797,089			-
Total Operating Expenses		8,302,341			10,061,013
Impairment - intangible assets including goodwill		-			7,246,260
OPERATING LOSS		(8,302,341	)		(10,061,013	)
Impairment - digital assets		151,409			1,606,784
General and administrative expenses		9,232,941			18,760,553
Total Operating Expenses		13,947,458			38,009,471
OPERATING LOSS		(13,384,950	)		(37,736,678	)
NON-OPERATING INCOME (EXPENSE)
Interest expense		(~~850~~529,~~591~~100	)		(1850,~~553,003~~140	)
Loss on sale of fixed assets		-			(57,318	)
Gain on sale of HUMBL Financial assets		2,800,000			-
Amortization of debt discounts		(~~375~~340,~~371~~971	)		(1375,~~672,940~~371	)
Gain on sale of digital assets		24			297,895
Change in fair value of derivative liability		15,273			43,951
Change in fair value of derivative liability		43,951			-
Derivative expense		(79,025	)		(95,866	)
Derivative expense		(95,866	)		-
Gain (loss) on conversion of convertible notes payable and exchange of warrants		(4,988,245	)		(3,184,614	)
Gain (loss) on conversion of convertible notes payable		(2,896,068	)		(753,858	)
Total Non-Operating Income (Expenses)		(3,122,068	)		(4,462,040	)
Total Non-Operating Income (Expenses)		(4,173,921	)		(3,739,224	)
NET LOSS FROM CONTINUING OPERATIONS BEFORE DISCONTINUED OPERATIONS AND PROVISION FOR INCOME TAXES		(11,424,409	)		(14,523,053	)
NET LOSS FROM CONTINUING OPERATIONS BEFORE DISCONTINUED OPERATIONS AND PROVISION FOR INCOME TAXES		(17,558,871	)		(41,475,902	)
DISCONTINUED OPERATIONS:
(Loss) income from discontinued operations		(149,223	)		(7,092,036	)
Loss from discontinued operations		(2,995,707	)		(3,473,587	)
Gain on disposal of discontinued operations		13,685,645			-
(Loss) gain on disposal of discontinued operations		(26,276	)		13,685,645
Total discontinued operations		13(3,~~536~~021,~~422~~983	)		(710,~~092~~212,~~036~~058	)
NET INCOME (LOSS) FROM OPERATIONS BEFORE PROVISION FOR INCOME TAXES		(4,022,449	)		(48,567,938	)
NET LOSS FROM OPERATIONS BEFORE PROVISION FOR INCOME TAXES		(14,446,392	)		(4,310,995	)
Provision for income taxes		-			-
NET INCOME (LOSS)	$	(4,022,449	)	$	(48,567,938	)
NET LOSS	$	(14,446,392	)	$	(4,310,995	)
Other comprehensive income (loss)
Foreign currency translations adjustment		~~(141,598~~-	)		19(79,~~454~~146	)
Comprehensive income (loss)	$	(414,~~164~~446,~~047~~392	)	$	(484,~~548~~390,~~484~~141	)
Net loss per share - basic and diluted
Continuing operations	$	(0.00	)	$	(0.0300	)
Discontinued operations	$	(0.00	)	$	(0.00	)
Net loss per share - basic and diluted	$	(0.00	)	$	(0.03	)
Net loss per share - basic	$	(0.00	)	$	(0.00	)
Weighted average common shares outstanding - basic and diluted		517,~~372~~630,~~286~~554,~~668~~862			15,~~573~~372,~~812~~286,~~883~~668

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

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HUMBL, INC.

CONSOLIDATED ~~STATEMENT~~STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) (IN US$)

~~FOR THE~~ YEARS ENDED DECEMBER 31, ~~2023~~2024 AND ~~2022~~2023 (RESTATED)

																										Accumulated
	Shares		Amount		Shares			Amount			Shares		Amount		Shares			Amount			Shares			Amount		Capital			Income (Loss)			Deficit			Total
	Series A				Series B						Series C										Additional			Shares		Other
	Series A Preferred				Series B Preferred						Series C Preferred				Series D Preferred						Common Stock					Additional Paid-In			Accumulated Other Comprehensive			Accumulated
	Preferred				Preferred						Preferred				Common Stock						Paid-In			to be		Comprehensive			Accumulated
	Shares		Amount		Shares			Amount			Shares		Amount		Shares			Amount			Shares			Amount		Capital			Income (Loss)			Deficit			Total
	Shares		Amount		Shares			Amount			Shares		Amount		Shares			Amount			Capital			Issued		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	)
Balance - January 1, 2022		7,000,000	$	70		544,759		$	5			-	$	-		1,023,039,433		$	10,230		$	34,182,004		$	-	$	-		$	(50,650,809	)	$	(16,458,500	)
Stock issued for:
Stock issued for:
Cash		-		-		-			-			1,005		-		-			-			147,500,000			1,475		1,363,575			-			-			1,365,050
Cash		-		-		-			-			-		-		149,019,606			1,490			1,188,510					-			-			1,190,000
Services (including settlement of obligation to issue common shares)		-		-		-			-			-		-		-			-			751,317,338			7,514		2,281,203			-			-			2,288,717
Services		-		-		1,062			-			-		-		6,741,250			68			577,226					-			-			577,294
Acquisition - BM Authentics (to settle obligation to issue common shares)		-		-		-			-			-		-		-			-			90,000,000			900		899,100			-			-			900,000
Cancellation of shares		-		-		-			-			-		-		(825,000	)		(9	)		(187,241	)				-			-			(187,250	)
Settlement of Tickeri sale		-		-		-			-			-		-		-			-			5,433,656			54		47,762			-			-			47,816
Acquisition - Ixaya		-		-		-			-			-		-		8,962,036			90			1,499,910					-			-			1,500,000
Conversion of convertible notes		-		-		-			-			-		-		-			-			7,375,294,454			73,753		16,227,499			-			-			16,301,252
Acquisition - BizSecure		-		-		-			-			-		-		13,200,000			132			2,229,348					-			-			2,229,480
Conversion of Series B Preferred to common shares		-		-		(36,284	)		-			-		-		-			-			362,840,000			3,628		(3,628	)		-			-			-
Shares to BizSecure rescinded		-		-		-			-			-		-		(13,200,000	)		(132	)		132					-			-			-
Shares issued in warrant and debt exchange (restated)		-		-		-			-			11,275		-		-			-			342,000,000			3,420		6,824,013			-			-			6,827,433
Exercise of warrants		-		-		-			-			-		-		10,000,000			100			1,999,900					-			-			2,000,000
Vested RSUs		-		-		-			-			-		-		-			-			6,700,000			67		(67	)		-			-			-
Settlement		-		-		-			-			-		-		10,000,000			100			1,552,300					-			-			1,552,400
Contribution of capital		-		-		-			-			-		-		-			-			-			-		50,000			-			-			50,000
Exchange of notes payable and accrued interest		-		-		-			-			-		-		37,374,170			374			3,176,430					-			-			3,176,804
Derivative liability converted to common stock		-		-		-			-			-		-		-			-			-			-		315,425			-			-			315,425
Conversion of convertible notes		-		-		-			-			-		-		141,412,280			1,414			2,642,298					-			-			2,643,712
Discount recorded on convertible notes		-		-		-			-			-		-		-			-			-			-		101,506			-			-			101,506
Redemption of shares in settlement		-		-		-			-			-		-		(1,000,000	)		(10	)		(49,990	)				-			-			(50,000	)
Stock-based compensation - warrants		-		-		-			-			-		-		-			-			-			-		3,828,624			-			-			3,828,624
Conversion of Series B Preferred to common shares		-		-		(79,762	)		(1	)		-		-		797,620,000			7,976			(7,975	)				-			-			-
Stock-based compensation - options		-		-		-			-			-		-		-			-			-			-		142,593			-			-			142,593
Shares canceled for no consideration		-		-		(49,900	)		-			-		-		-			-			-					-			-			-
Stock-based compensation - restricted stock grants		-		-		-			-			-		-		-			-			-			-		1,184,746			-			-			1,184,746
Contribution of capital - NFT		-		-		-			-			-		-		-			-			406,040					-			-			406,040
Amortization of contingent consideration - restricted stock units		-		-		-			-			-		-		-			-			-			-		2,263,260			-			-			2,263,260
Contribution of capital - digital assets		-		-		-			-			-		-		-			-			500,000					-			-			500,000
Change in comprehensive income		-		-		-			-			-		-		-			-			-			-		-			(141,598	)		-			(141,598	)
Stock-based compensation - warrants		-		-		-			-			-		-		-			-			7,162,889					-			-			7,162,889
Net loss for the year (restated)		-		-		-			-			-		-		-			-			-			-		-			-			(4,310,995	)		(4,310,995	)
Stock-based compensation - options		-		-		-			-			-		-		-			-			436,467					-			-			436,467
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	)
Stock-based compensation - restricted stock grants		-		-		-			-			-		-		-			-			4,882,135					-			-			4,882,135
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	)
Amortization of contingent consideration - restricted stock units		-		-		-			-			-		-		-			-			1,697,445					-			-			1,697,445
Stock issued for:
Change in comprehensive income		-		-		-			-			-		-		-			-			-					19,454			-			19,454
Services (including settlement of obligation to issue common shares)		-		-		-			-			70		-		100,000			1			215,000,000			2,150		420,349			-			-			422,500
Net loss for the period		-		-		-			-			-		-		-			-			-			-		-			(48,567,938	)		(48,567,938	)
Cash		-		-		-			-			-		-		-			-			-			-		-			-			-			-
Balance - December 31, 2022		7,000,000	$	70		416,159		$	4			-	$	-		2,182,343,775		$	21,823		$	63,887,828			-	$	19,454		$	(99,218,747	)	$	(35,289,568	)
Vested RSUs		-		-		-			-			-		-		-			-			-			-		-			-			-			-
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	)
Conversion of convertible notes		-		-		-			-			-		-		-			-			16,565,722,102			165,657		8,346,311			-			-			8,511,968
Balance		7,000,000	$	70		416,159		$	4			-	$	-		2,182,343,775		$	21,823		$	63,887,828		$	-	$	19,454		$	(99,218,747	)	$	(35,289,568	)
Settlements		-		-		-			-			-		-		-			-			3,456,901,195			34,569		811,811			-			-			846,380
Stock issued for:
Conversion of Series B Preferred to common shares		-		-		(30,784	)		(1	)		-		-		-			-			307,840,000			3,078		(3,077	)		-			-			-
Services (including settlement of obligation to issue common shares)		-		-		-			-			-		-		751,317,338			7,514			2,281,203					-			-			2,288,717
Shares issued in warrant exchange		-		-		-			-			-		-		-			-			939,950,000			9,400		627,260			-			-			636,660
Acquisition - BM Authentics (to settle obligation to issue common shares)		-		-		-			-			-		-		90,000,000			900			899,100					-			-			900,000
Stock-based compensation - warrants		-		-		-			-			-		-		-			-			-			-		3,853,479			-			-			3,853,479
Cash		-		-		-			-			1,005		-		147,500,000			1,475			1,363,575					-			-			1,365,050
Stock-based compensation - options		-		-		-			-			-		-		-			-			-			-		26,442			-			-			26,442
Settlement of Tickeri sale		-		-		-			-			-		-		5,433,656			54			47,762					-			-			47,816
Related party forgiveness of debt		-		-		-			-			-		-		-			-			-			-		12,500			-			-			12,500
Conversion of convertible notes		-		-		-			-			-		-		7,375,294,454			73,753			16,227,499					-			-			16,301,252
Warrant purchases		-		-		-			-			-		-		-			-			-			-		111,000			-			-			111,000
Conversion of Series B Preferred to common shares		-		-		(36,284	)		-			-		-		362,840,000			3,628			(3,628	)				-			-			-
Amortization of contingent consideration - restricted stock units		-		-		-			-			-		-		-			-			-			-		565,815			-			-			565,815
Shares issued in warrant and debt exchange		-		-		-			-			11,275		-		342,000,000			3,420			6,535,467					-			-			6,538,887
Change in comprehensive income		-		-		-			-			-		-		-			-			-			-		-			122,144			-			122,144
Vested RSUs		-		-		-			-			-		-		6,700,000			67			(67	)				-			-			-
Net loss for the year		-		-		-			-			-		-		-			-			-			-		-			-			(14,446,392	)		(14,446,392	)
Contribution of capital		-		-		-			-			-		-		-			-			50,000					-			-			50,000
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	)
Derivative liability converted to common stock		-		-		-			-			-		-		-			-			315,425					-			-			315,425
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	)
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 period		-		-		-			-			-		-		-			-			-			-		-			(4,022,449	)		(4,022,449	)
Balance - December 31, 2023		7,000,000	$	70		379,875		$	4			12,280	$	-		11,263,429,223		$	112,634		$	99,124,893			-	$	(122,144	)	$	(103,241,196	)	$	(4,125,739	)
Balance		7,000,000	$	70		379,875		$	4			12,280	$	-		11,263,429,223		$	112,634		$	99,124,893			-	$	(122,144	)	$	(103,241,196	)	$	(4,125,739	)

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

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HUMBL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (IN US$)

YEARS ENDED DECEMBER 31, ~~2023~~2024 AND ~~2022~~2023 (RESTATED)

	2023			2022
	2024			2023
CASH FLOW FROM OPERTING ACTIVIITES FROM CONTINUING OPERATIONS
				(RESTATED)
Net loss	$	(4,022,449	)	$	(48,567,938	)
CASH FLOWS FROM OPERATING ACTIVITIES FROM CONTINUING OPERATIONS
Net loss	$	(14,446,392	)	$	(4,310,995	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation		8,023			16,186
Loss on conversion of convertible notes payable		4,988,245			3,184,614
Amortization		148,334			640,022
Fee added to convertible notes		624,954			58,850
Impairment expense - inventory		797,089			-
Amortization of debt discounts		340,971			375,371
Impairment expense - intangible assets including goodwill		-			7,246,260
Stock-based compensation		4,302,421			7,067,833
Impairment expense - digital assets		151,409			1,606,784
Gain on disposal of Tickeri		-			(11,577,247	)
(Gain) on sale of digital assets		(24	)		(297,895	)
Gain on disposal of Monster		-			(2,108,398	)
Loss on conversion of convertible notes payable		2,896,068			753,858
Derivative expense		79,025			95,866
Expenses paid for by digital assets		359			458,162
Settlements of payables		2,976,380			806,400
Fee added to convertible notes		58,850			18,000
Change in fair value of derivative liability		(15,273	)		(43,951	)
Sales commission received in digital assets		-			(1,814	)
Gain on sale of HUMBL Financial assets		(2,800,000	)		-
Amortization of debt discounts		375,371			1,672,940
Foreign currency adjustment		(141,598	)		19,454
Stock-based compensation		7,067,833			12,199,063
Gain on disposal of Tickeri		(11,577,247	)		-
Gain on disposal of Monster		(2,108,398	)		-
Derivative expense		95,866			-
Change in fair value of derivative liability		(43,951	)		-
Settlement		806,400			3,752,400
Loss on sale of fixed assets		-			57,318
Changes in assets and liabilities, net of acquired amounts
Accounts receivable		37,926			(49,528	)
Accounts payable and accrued expenses		277,836			1,122,137
Intangible assets - digital assets		-			(1,010,934	)
Total adjustments		10,774,559			(1,018,525	)
Inventory		(48,213	)		(28,816	)
Net cash used in operating activities of continuing operations		(3,671,833	)		(5,329,520	)
Prepaid expenses and other assets		(83,363	)		14,118
Net cash provided by operating activities of discontinued operations		488,251			1,211,033
Accounts payable and accrued expenses		1,122,137			2,744,223
Net cash used in operating activities		(3,183,582	)		(4,118,487	)
Total adjustments		(437,129	)		29,809,801
Net cash used in operating activities of continuing operations		(4,459,578	)		(18,758,137	)
Net cash provided by operating activities of discontinued operations		341,091			7,068,892
Net cash used in operating activities		(4,118,487	)		(11,689,245	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets		-			(8,510	)
Cash received in acquisition by WSCG		500,000			-
Purchase of intangible assets		-			(275,020	)
Net cash provided by investing activities of continuing operations		500,000			-
Purchase of digital asset (non-fungible token)		-			(406,040	)
Net cash provided by investing activities of discontinued operations		231,110			-
Proceeds from the sale of assets		-			270,904
Net cash provided by investing activities		731,110			-
Cash paid in purchase of BM Authentics		-			(110,000	)
CASH FLOWS FROM FINANCING ACTIVITIES
Cash paid in purchase of Ixaya, net of amounts received		-			(148,675	)
Proceeds from related party notes payable		395,500			1,075,365
Net cash used in investing activities		-			(677,341	)
Payments of related party notes payable		(180,000	)		(100,000	)
CASH FLOWS FROM FINANCING ACTIVITES
Payments of notes payable - bank		-			(3,416	)
Proceeds from the exercise of warrants		-			2,000,000
Payments of notes payable		-			(568,283	)
Proceeds from related party notes payable		1,075,365			8,700,000
Repayment of convertible notes payable		(345,795	)		-
Payments of related party notes payable		(100,000	)		(186,514	)
Contribution of capital CEO		-			50,000
Payments of notes payable - bank		(3,416	)		(2,930	)
Proceeds from sales of warrants		356,000			-
Payments of notes payable		(568,283	)		(2,260,000	)
Proceeds from notes payable		530,000			260,000
Treasury shares repurchased		-			(50,000	)
Proceeds from convertible notes payable		1,354,000			1,925,000
Contribution of capital CEO		50,000			406,040
Proceeds from issuance of common and preferred stock for cash		-			1,365,050
Proceeds from notes payable		260,000			-
Net cash provided by financing activities		2,109,705			4,003,716
Proceeds from convertible notes payable		1,925,000			207,500
NET (DECREASE) IN CASH AND RESTRICTED CASH		(342,767	)		(114,771	)
Proceeds from issuance of common and preferred stock for cash		1,365,050			1,190,000
CASH - BEGINNING OF PERIOD		363,254			478,025
Net cash provided by financing activities		4,003,716			10,004,096
CASH - END OF PERIOD	$	20,487		$	363,254
NET (DECREASE) IN CASH AND RESTRICTED CASH		(114,771	)		(2,362,490	)
CASH AND RESTRICTED CASH - BEGINNING OF PERIOD		483,251			2,845,741
CASH AND RESTRICTED CASH - END OF PERIOD	$	368,480		$	483,251
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~~-		$	-11,496,095
Settlement with Monster in disposal	$	~~1,848,459~~-		$	-1,848,459
Conversion of preferred stock into common stock	$	3,~~628~~078		$	73,~~976~~628
Conversion of obligation to issue common stock into common stock	$	~~903,936~~-		$	~~449~~903,~~950~~936
Conversion of convertible notes payable, derivative liability and accrued interest to common stock	$	133,~~355~~915,~~178~~383		$	513,~~066~~355,~~658~~178
Contribution of digital assets by CEO	$	-		$	500,000
Related party note forgiven	$	12,500		$	-
Shares issued for vested RSUs	$	67		$	-
Obligation to issue common shares for purchase of FinCapital	$	20,000,000		$	-
Settlement of accounts payable for digital assets	$	2,688		$	-
Reclassification of convertible notes payable to derivative liabilities	$	245,000		$	422,692
Reclassification of fixed assets to assets held for sale	$	-		$	328,222
Settlement of notes payable for purchase of HUMBL assets to WSCG	$	537,500		$	-
Vesting of contingent consideration	$	2,263,260		$	1,697,445
Settlement of accounts payable for digital assets	$	-		$	2,688
Reclassification of convertible notes payable to derivative liability	$	422,692		$	-
Shares issued for vested RSUs	$	-		$	67
Series C Preferred Stock issued for debt and warrant exchanges	$	6,505,402		$	-
Shares of common stock issued for warrant exchanges	$	5,900		$	-
Conversion of derivative liability to common stock	$	315,425		$	-
Vesting of contingent consideration	$	565,815		$	2,263,260
Discount recorded on convertible debt	$	101,506		$	-
Series C Preferred Stock issued for debt and warrant exchanges	$	-		$	6,505,402
Changes in SAS 121 recognition of assets and liabilities	$	631,521		$	-
Conversion of derivative liability for common stock	$	-		$	315,425
Acquisition of Ixaya:
Discount recorded on convertible debt	$	-		$	101,506
Accounts receivable	$	-		$	24,446
Changes in SAS 121 recognition of assets and liabilities	$	-		$	631,521
Goodwill		-			1,008,642
Intellectual property - software		-			650,000
Accounts payable and accrued expenses		-			(10,700	)
Note payable - bank		-			(13,879	)
Related party advances		-			(9,834	)
Total		-			1,648,675
Common shares issued		-			(1,500,000	)
Net cash paid in acquisition of Ixaya	$	-		$	148,675
Acquisition of BizSecure:
Customer relationship	$	-		$	275,000
Intellectual property - software		-			2,500,000
Goodwill		-			3,981,000
Total		-			6,756,000
Common shares issued		-			(2,229,480	)
Contingent consideration		-			(4,526,520	)
Net cash paid in acquisition of BizSecure	$	-		$	-
Acquisition of BM Authentics:
Inventory	$	-		$	1,010,000
Common shares issued (issued in January 2023, reflected as obligation at December 31, 2022)		-			(900,000	)
Net cash paid in acquisition of BM Authentics	$	-		$	110,000

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

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HUMBL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (IN US$)

DECEMBER 31, ~~2023~~2024 AND ~~2022~~2023

NOTE 1: NATURE OF OPERATIONS

HUMBL, Inc. (“Company” or “HUMBL”) was incorporated in the state of Oklahoma on November 12, 2009. The Company was redomiciled on November 30, 2020 to the state of Delaware.

On December 3, 2020, HUMBL, LLC (“HUMBL LLC”) merged into the Company in what is accounted for as a reverse merger. Under the terms of the Merger Agreement, HUMBL LLC exchanged 100% of their membership interests for 552,029 shares of newly created Series B Preferred Stock. The Series B Preferred shares were issued to the respective members of HUMBL LLC following the approval by FINRA of a one-for-four reverse stock split of the common shares and the increase in the authorized common shares to 7,450,000,000 shares, and 10,000,000 preferred shares. On July 27, 2023, the Company increased their authorized common stock to 12,500,000,000 shares. On January 26, 2024, the Company increased their authorized common stock to 22,500,000,000 shares.

The FINRA approval for both the increase in the authorized common shares and reverse stock split occurred on February 26, 2021. To assume control of the Company, the former CEO, Henry Boucher assigned his 7,000,000 shares of Series A Preferred Stock as well as 550,000,000 shares of common stock to Brian Foote, the President and CEO of HUMBL LLC for a $40,000 note payable. The Series A Preferred Stock is not convertible into common stock; however, it has voting rights of 10,000 votes per 1 share of stock. After the reverse merger was completed, HUMBL LLC ceased doing business, and all operations were conducted under Tesoro Enterprises, Inc. which later changed its name to HUMBL, Inc. (“HUMBL” or the “Company”).

On June 3, 2021 we acquired Tickeri, Inc. (“Tickeri”) in a debt and stock transaction 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-K for the year ended December 31, 2022 filed April 6, 2023.

On June 30, 2021, we acquired Monster Creative, LLC (“Monster”). Monster is a Hollywood production studio that specializes in in producing movie trailers and other related content. As part of the acquisition, we entered into certain debt instruments with the ~~founders~~ 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 ~~warrants~~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~~ and liabilities with respect to their company, and the intercompany advances between the Company and Monster were forgiven. The ~~operations~~ operations of Monster for 2023 and 2022 are reflected in discontinued operations, and the result of the disposal of Monster is reflected as a loss on disposal in the consolidated statements of operations. For the full description of Monster, refer to the Form 10-K for the year ended December 31, 2022 filed April 6, 2023.

On February 12, 2022, the Company entered into an asset purchase agreement with BizSecure, Inc. (“BizSecure”). The Company determined this was an acquisition of a business pursuant to the guidance provided in both ASC 805 and Rule 11-01(d) of Regulation S-X. BizSecure is not considered a significant subsidiary under Regulation S-X Rule 1-02(w). The Company acquired a customer relationship with the 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 commencing 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~~ BizSecure requested the cancellation of such shares and the 10,050,000 RSUs that vested during 2022. Pursuant to BizSecure’s request, ~~the~~ the 13,200,000 shares of common stock and the 10,050,000 RSUs were rescinded effective December 30, 2022. The remaining 16,750,000 RSUs ~~will~~ will continue to vest in accordance with the original terms. For the full description of this transaction, refer to the Form 10-K for ~~the~~ the year ended December 31, 2022 filed April 6, 2023.

Table of Contents

On March 3, 2022, the Company acquired Ixaya Business SA de CV, a Mexican corporation (“Ixaya”), under a Stock Purchase Agreement (“Ixaya SPA”). The acquisition of Ixaya was for $150,000 and 8,962,036 shares of common stock (a value of $1,500,000) for a total of $1,650,000. The Company accounted for this acquisition as a business combination under ASC 805, and Ixaya iswas not considered a significant subsidiary under Regulation S-X Rule 1-02(w).

On November 2, 2022, the Company acquired BM Authentics (“BM”), a provider of sports merchandise ranging from autographed jerseys, bats, balls, helmets, and photos for $110,000 in cash and 90,000,000 shares of common stock. These shares were issued on January 10, 2023.

On November 15, 2022 we entered into a Settlement Agreement and Mutual Release of Claims (the “Release Agreement”) with Forwardly, Inc. (“Forwardly”) under which we agreed to pay Forwardly $2,200,000 in five equal monthly payments of $440,000 commencing November 15, 2022 and ending March 15, 2023. The Company and Forwardly, amended the terms of the payments whereby the Company paid the January and February 2023 payments in December 2022, and Forwardly agreed to extend the last payment to June 15, 2023. The payment is being made in connection with a warrant (the “Warrant”) that Forwardly purchased from us for $200,000 in 2020 that provided for the purchase of up to 125 million shares of our common stock of which Forwardly purchased 10 million shares for $2,000,000 in 2021. 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 May 10, 2023, we entered into an Equity Financing Agreement (the “EFA”) and a Registration Rights Agreement (“Rights Agreement”) with Pacific Lion. Although we are not mandated to sell shares under the EFA, the EFA gives us the option to sell to Pacific Lion up to $20,000,000 worth of our common stock over the period beginning on May 10, 2023, the execution date of the EFA, and ending on September 30, 2024. All such sales of common stock to be made under the EFA to Pacific Lion shall be referred to in this prospectus as the “Equity Line”.

On May 10, 2023, we also entered into the Rights Agreement with Pacific Lion whereby we are obligated to (i) file a registration statement (the “Registration Statement”) to register all shares of common stock to be sold to Pacific Lion under the Equity Line with the Commission; and (ii) use our best efforts to have the Registration Statement declared effective by the Commission at the earliest possible date. We have agreed with Pacific Lion to delay the filing of the Registration Statement indefinitely.

Following effectiveness of the Registration Statement, and subject to certain limitations and conditions set forth in the EFA, the Company shall have the discretion to deliver put notices to Pacific Lion and Pacific Lion will be obligated to purchase shares of the Company’s Common Stock based on the investment amount specified in each put notice. The maximum amount that the Company shall be entitled to put to Pacific Lion in each put notice may not exceed 150% of the average daily share volume of the Common Stock in the five (5) trading days immediately preceding the put notice, and may not be less than an aggregate value of $25,000 or greater than an aggregate value of $200,000, unless such limits are waived by Pacific Lion. Pursuant to the EFA, Pacific Lion and its affiliates will not be permitted to purchase and the Company may not put shares of the Company’s Common Stock to Pacific Lion that would result in Pacific Lion’ beneficial ownership of the Company’s outstanding Common Stock exceeding 4.99%. The price of each put share will be equal to eighty-five percent (85%) of the Market Price (as defined in the EFA). Following an up-list to the NASDAQ, NYSE or an equivalent national exchange by the Company, the per-share purchase price under the EFA will change to ninety percent (90%) of the Market Price, subject to a floor agreed upon by the parties at the time of the up-list, below which the Company may not deliver a put notice. Put notices may be delivered by the Company to Pacific Lion until the earlier of (i) the date on which Pacific Lion has purchased an aggregate of $20,000,000 worth of Common Stock under the terms of the EFA; (ii) the period beginning on the execution date of the EFA and ending on September 30, 2024; or (iii) written notice of termination delivered by the Company to Pacific Lion, subject to certain equity conditions set forth in the EFA.

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 1916, ~~2023~~2024, wethe ~~entered~~Company ~~into~~designated a ~~Settlement~~new ~~Agreement~~Series ~~(the~~D ~~“Settlement~~Preferred ~~Agreement”)~~Stock ~~with~~and ~~BizSecure,~~authorized ~~Inc.~~the ~~(“BizSecure”). On~~issuance ~~February 12, 2022, we purchased substantially all~~ of ~~BizSecure’s~~up ~~assets pursuant~~ to an250,000 ~~Asset~~shares ~~Purchase~~of ~~Agreement~~this ~~(the “APA”).~~new ~~Under~~series. ~~the~~The ~~APA,~~Series weD ~~were~~Preferred ~~obligated~~Stock tois ~~register~~not aconvertible ~~certain~~into ~~number~~common ofstock ~~shares~~and ~~for~~each ~~BizSecure~~share ~~with~~issued enables the ~~Commission~~holder ~~within~~to 90vote ~~days.~~at Wea ~~failed to~~ratio ~~timely~~of ~~register~~500,000 ~~those~~common ~~shares.~~votes ~~Pursuant~~for to1 ~~the~~share ~~Settlement~~of ~~Agreement,~~Series ~~BizSecure~~D ~~agreed~~Preferred toStock. ~~release~~Also ~~its~~on ~~claims~~July ~~against~~16, us2024, ~~for~~the ~~failing~~Company ~~to timely~~issued ~~register~~100,000 ~~the~~ shares asof ~~well~~Series asD Preferred ~~all~~Stock ~~other~~to ~~claims~~their itCEO ~~may~~for ~~have against us arising in connection with the APA~~compensation. InThe ~~exchange~~value weof ~~agreed to~~these ~~issue 127,000,000~~ shares ofis ~~our common stock to BizSecure~~$250,000 ~~and~~as ~~release~~this ~~any~~value ~~claims~~represents wetypical ~~may~~CEO ~~have~~compensation for ~~against~~a ~~BizSecure~~one-year ~~in connection with the APA~~period.

On October 31, ~~2023~~2024, the Company ~~signed~~increased aits ~~Securities~~authorized ~~Purchase~~common ~~Agreement~~shares ~~(“SPA”)~~to ~~with Pacific Lion that will provide the Company with $2~~50,~~040~~000,000 ~~in capital over the next six months. The Company received the first installment of $300~~,000 inshares ~~financing~~pursuant ~~from~~to ~~Pacific Lion under this new funding structure in~~ the ~~last~~Definitive ~~week~~14C offiled in September ~~2023 and the first week of October 2023~~2024. This financing necessitated the creation of a new Class C Preferred Stock that the Company achieved through a Certificate of Designation of the Series C Preferred Stock it filed October 24, 2023 with the Delaware Secretary of State.

~~Key~~On ~~features~~December 2, 2024, following execution of the ~~new~~Stock ~~Class~~Purchase CAgreement, ~~Preferred~~the ~~Stock~~Company ~~include:~~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 noto ~~voluntary~~Asset ~~conversion~~Purchase ~~into~~Agreement, ~~common~~the ~~shares~~Company sold all of its assets to WSCG. In consideration for ~~two~~the ~~years~~purchase of the Company’s assets, WSCG agreed to: (a) pay the Company $3,025,000; (b) ~~automatic~~issue ~~conversion at~~2,455,556 ashares ~~25%~~of ~~discount~~WSCG ifClass ~~listed~~B onCommon aStock ~~national~~to ~~exchange~~HoldCo; and (c) ~~prohibition~~grant 24,555,556 onmembership ~~variable~~units ~~discount~~of ~~rate~~HoldCo ~~financings~~to ~~with~~the ~~any~~Company ~~new~~(the ~~investors;~~“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 ~~(d)~~to nothe ~~voting~~Company ~~rights~~by affiliates of WSCG was cancelled. The remaining $2,000,000 of the cash purchase price was paid by WSCG on April 1, 2025.

ToThe ~~mitigate~~HoldCo ~~shareholder~~Units ~~dilution,~~represent aapproximately ~~12-month~~27.5% of ~~lock-up~~the /outstanding ~~leak-out~~equity ~~agreement~~in ~~will~~WSCG. beUpon ~~implemented~~transfer ~~for~~of ~~Class~~the CHoldCo ~~Preferred~~Units, ~~holders~~the ~~that~~Company will ~~take~~own 100% ~~effect~~of ~~subsequent~~HoldCo. toThe ~~uplisting~~Company onintends to keep a ~~major~~portion ~~national~~of ~~exchange~~the HoldCo Units to maintain exposure to WSCG’s performance and ~~registration~~the ~~rights~~Company assets ~~after~~purchased ~~conversion~~by WSCG. The Company will also offer to exchange some of the HoldCo Units to its debtholders and holders of Series C Preferred Stock ~~following~~ anas ~~uplist~~a way to aeliminate ~~national~~debt ~~exchange~~and reduce potential future dilution to common stockholders. The transfer of the Company assets to WSCG took place on February 27, 2025.

InOn ~~addition~~December 2, 2024, the Company entered into a ~~letter~~Stock ~~agreement~~Purchase ~~dated~~Agreement ~~October~~(the 9“Stock Purchase Agreement”) with Ybyrá Capital S.A. (“Ybyrá”) and Brian Foote, ~~2023~~the ~~providing~~former ~~Pacific~~CEO ~~Lion~~and ~~with~~current director. Pursuant to the Stock Purchase Agreement: (a) ~~right~~HUMBL purchased 99% of ~~first~~the ~~refusal~~outstanding equity ~~prior~~interests of FinCapital Credito Pagamentos e Servicos LTDA, a Brazilian company (“FinCapital”), from Ybyrá; toand ~~issuing~~(b) ~~any~~Brian Foote sold his 7,000,000 shares of ~~common~~Series ~~stock~~A inPreferred ~~connection~~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 ~~debt~~a ~~consolidation~~book ~~efforts~~value of $20,000,000. Magnesium silicate is a raw material used in industrial sectors such as fertilizer, construction, ceramics, and fireproofing.

~~HUMBL~~FinCapital is now a ~~Web~~99% 3,owned ~~digital~~subsidiary ~~commerce~~of ~~platform~~the ~~built~~Company. toThe ~~connect~~Company ~~consumers,~~agreed ~~businesses~~to ~~and~~issue ~~governments~~$20,000,000 in ~~the~~common ~~digital~~shares ~~economy.~~to ~~HUMBL~~Ybyrá ~~provides~~for ~~simple~~the purchase ~~tools~~of ~~and~~the ~~packaging~~FinCapital ~~for~~equity ~~complex~~interest. ~~new~~HUMBL ~~technologies~~will ~~such~~pay ~~as blockchain~~$4,000,000 inof the ~~same~~purchase ~~way~~price ~~that~~through ~~previous~~the ~~cycles~~issuance of ~~e-commerce~~10,000,000,000 ~~and~~common ~~the cloud~~share ~~were~~to ~~more~~Ybyrá ~~simply~~($0.0004 ~~packaged~~per byshare). ~~companies~~The ~~such~~remaining ~~as Facebook~~$16, ~~Apple~~000,000 ~~Amazon~~in ~~and~~common ~~Netflix~~shares ~~over~~will ~~the~~be ~~past~~issued ~~several~~following ~~decades.~~a ~~The~~recapitalization ~~Company~~event ~~through~~that ~~their~~provides ~~product~~sufficient ~~offerings~~authorized ~~are~~shares ~~looking~~ to ~~simplify~~make ~~and package~~ the ~~digital economy for consumers, corporations and government~~issuance.

~~The~~As ~~goal~~a result of ~~HUMBL~~the isWSCG topurchase ~~provide~~of ~~ready~~the ~~built~~Company ~~tools~~assets, ~~and~~the ~~platforms~~previous ~~for~~operations ~~consumers~~of ~~and merchants to seamlessly participate in~~ the ~~digital~~Company ~~economy. HUMBL~~will isbe ~~built~~reflected onas adiscontinued ~~patent-pending~~operations, and ~~decentralized~~the ~~technology~~assets ~~stack~~ that ~~utilizes~~were ~~both~~sold ~~core~~are ~~and~~all ~~partner~~reflected ~~technologies,~~as toassets ~~provide~~under ~~faster connections~~discontinued ~~to the digital economy and each other~~operations.

~~The~~Former ~~Company is organized into two divisions: a)~~ HUMBL ~~Consumer~~Operations ~~and~~for b)the ~~HUMBL~~Years ~~Commercial~~Ended ~~(HBS).~~December ~~These~~31, ~~two~~2024 ~~divisions incorporate~~ and ~~expand the Company’s core products and services. The majority of the Company’s operations prior to 2022 were focused on the Consumer division.~~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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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

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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.

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

ii. HUMBL Tickets

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iii. HUMBL Authentics

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 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 - 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.
	-	Sports Leagues and Arenas - HUMBL is the “Official Technology Platform” of the Arena Football League (AFL) through the 2028 season. HUMBL will be providing a digital wallet, website and ticketing services for all 16 teams of this sports league, alongside other major ticketing providers such as Ticketmaster and Seat Geek.

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

As of December 31, 2023, we had $368,480 in cash. During the last two years we built our platform and grew our operations by acquiring companies to support what we have just recently consolidated into HUMBL.com. The acquisitions increased our debt and our common shares issued as we spent very little cash in these acquisitions. 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.

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WeAs ~~had a working capital deficit~~ of ~~$4,690,800 and $27,408,687 as of~~ December 31, ~~2023 and 2022~~2024, ~~respectively.~~we ~~The~~had ~~majority~~$20,487 ~~of our current liabilities is~~ 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 ~~the~~we ~~settlement~~built ~~with~~our ~~Tickeri~~platform and ~~Monster~~grew ~~resulting~~our inoperations ~~over~~by ~~$11,400,000~~acquiring ~~in reductions of notes payable, accrued~~companies ~~interest~~to ~~and~~support ~~accrued~~what ~~expenses. This reduction was offset by some increases in accounts payable as~~ we ~~continue~~have ~~the~~just ~~development~~recently ofconsolidated ~~our mobile~~into ~~wallet~~HUMBL.com. AThe ~~majority~~acquisitions ofincreased ~~the~~our ~~Company’s~~debt ~~operating~~and ~~expenses~~our incommon ~~the~~shares ~~past~~issued ~~two years was the result of non-cash charges such~~ as ~~impairment~~we ofspent ~~intangible~~very ~~assets~~little ~~including~~cash ~~goodwill,~~in ~~settlement~~these ~~and stock-based compensation~~acquisitions. The ~~actual~~impact ~~monthly cash burn~~ of ~~the Company is approximately $345~~COVID-19,~~000~~ ~~per~~supply ~~month~~chain ~~at this time and as our core products come online~~issues, ~~this~~challenges ~~is likely to decrease upon our technology being completed. The Company~~ in the ~~year~~cryptocurrency ~~ended December 31, 2023 received net proceeds of approximately $3,260,365 from various debt~~market ~~financings~~ and ~~has~~recent ~~received~~bank ~~$1,365,050~~failures inhave ~~purchases~~had ~~of common and preferred stock and warrants. However, as~~ a ~~result~~minimal ofimpact ~~the~~on ~~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~~operations.

We had a working capital deficit of $23,693,753 and $4,690,800 as of December 31, 2024 and 2023, respectively. The majority of our current liabilities are in the form of long-term debt and notes payable, and accounts payable and accrued expenses. The decrease in working capital is the direct result of reductions of notes payable, accrued interest and accrued expenses as well as the change in the contingent consideration. The Company’s assets as of December 2, 2024 were sold and the Company commenced a new business with the purchase of the magnesium silicate. The Company anticipates entering into profitable businesses upon the sale of the magnesium silicate. As a result of the operating losses and working capital deficit, management has determined that there is substantial doubt about the Company’s ability to continue as a going concern.

In January 2023 and June 2023, we recognized a gain on disposal of $13,685,645 when we settled all claims with the former owners of Tickeri and Monster and sold them back their companies.

WeNet ~~expect~~cash ~~that~~used ~~the~~in ~~consolidation~~operating ofactivities ~~our~~was ~~platform~~$3,183,582 ~~into~~and ~~HUMBL.com~~$4,118,487 asfor ~~well~~the asyears ~~our~~ended ~~arrangement~~December ~~with~~31, ~~the~~2024 ~~AFL~~and ~~will~~2023, ~~bring~~respectively. ~~about~~The ~~revenue producing~~$934,905 ~~operations~~decrease toin ~~improve~~net ~~the~~cash ~~liquidity~~used ofin ~~the~~operating ~~Company~~activities ~~moving~~was ~~forward.~~primarily ~~However,~~a ~~going~~result ~~forward, the effect~~ of ~~our industry on~~ the ~~capital markets~~change ~~may~~in ~~limit our ability to raise additional capital on~~ the ~~terms~~net ~~acceptable~~loss toand ~~us at~~ the ~~time~~non-cash wecharges ~~need~~impacting our ~~it,~~net ifloss atfrom ~~all.~~2023 ~~The additional post-COVID challenges related~~ to ~~remote~~2024, ~~work~~such ~~and travel restrictions that we~~ as athe ~~smaller~~gain ~~company~~on ~~have~~the ~~faced~~sale inof ~~striving~~HUMBL toFinancial ~~meet~~assets, ~~our disclosure~~losses ~~obligations~~on ~~in a timely manner while taking~~ the ~~steps~~conversion ~~to protect the health and safety~~ of ~~our~~convertible ~~employees have impacted, and~~notes ~~may~~and ~~continue~~decreases toin ~~further impact,~~ our ~~ability~~stock-based ~~to raise additional capital~~compensation.

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.

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.

~~Impact~~Restatement of ~~COVID-19~~Previously Issued Financial Statements for the Year Ended December 31, 2023

~~The~~In ~~COVID-19~~the ~~pandemic~~course ~~previously~~of ~~had~~preparing aour ~~profound~~consolidated ~~effect~~financial onstatements for the ~~U.S.~~year ~~and~~ended ~~global~~December ~~economy~~31, ~~and~~2024, ~~may~~we ~~continue~~identified toan ~~affect~~error in the ~~economy~~year ended ~~and~~December 31, 2023, related to the ~~industries~~exchange of warrants for shares of our common stock. As a result of this error, we had an increase in ~~which~~our wenet ~~operate~~loss of $288,546 ~~depending~~and onan ~~the~~increase ~~vaccine~~in ~~rollouts~~our ~~and~~additional ~~the~~paid ~~emergence~~in ofcapital. ~~virus~~There ~~mutations~~was no effect on net equity or cash flows resulting from this restatement.

~~COVID-19~~On ~~did~~December ~~not~~8, ~~have~~2023 awe ~~material~~entered ~~effect~~into an exchange transaction with two investors who were issued warrants with common stock on ~~the~~May ~~Consolidated~~15, ~~Statements~~2023. Two of ~~Operations~~these orinvestors 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 ~~Consolidated~~previously ~~Balance~~filed ~~Sheets~~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.

Our ability to access the capital markets and maintain existing operations is unknown during the COVID-19 pandemic. Any such limitation on available financing and how we conduct business with our customers and vendors would adversely affect our business.

Because the federal government and some state and local authorities are reacting to the many variants of COVID-19, it is creating uncertainty on whether these actions could disrupt the operation of the Company’s business and have an adverse effect on the Company. The extent to which the COVID-19 outbreak may impact the Company’s results will depend on future developments that are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of the virus and the actions to contain its impact.

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Impact of Cryptocurrency Bankruptcies

In November 2022, both FTX Trading and BlockFi filed for bankruptcy protection under Chapter 11. These bankruptcies have impacted several companies either directly or indirectly. Customers of the HUMBL Wallet use our platform to hold their cryptocurrency. Assets related to user cryptocurrencies safeguarding obligation and the user cryptocurrencies safeguarding obligation represent the Company’s obligation to safeguard customers’ crypto assets in digital wallets on the Company’s platform. The Company safeguards these assets for customers and is obligated to safeguard them from loss, theft, or other misuse. The Company recognizes the users cryptocurrencies liabilities and corresponding assets related to the users cryptocurrencies, on initial recognition and at each reporting date, at fair value of the crypto assets. Any loss, theft, or misuse would impact the measurement of users crypto assets. We removed the HUMBL Pay app from the Apple App Store and Google Play store on January 31, 2023 and have migrated all customers from HUMBL Pay to the HUMBL Wallet. HUMBL Wallet users maintain their own private digital wallets where the cryptocurrency is held and HUMBL has no access to those wallets. In addition, Wyre informed us they will no longer accept any cryptocurrency in our platform effective July 31, 2023. Any funds that remain as of that date will be considered unclaimed funds, and we expect no SAB 121 amounts to be reflected in the future.

We do not, nor have we ever used either of these exchanges to conduct business. We have not been impacted by these bankruptcies. And we continue to monitor the industry and protect our customers’ assets.

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. All significant accounting policies related to Tickeri and Monster have been removed. We refer you to the Form 10-K for the year ended December 31, 2022 we filed with the SEC on April 6, 2023 for a discussion of those policies.

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Principles of Consolidation

The consolidated financial statements include the accounts of HUMBL, Inc. and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. HUMBL, Inc. holds 100% of Ixaya, and BM Authentics. The Company formed additional subsidiaries that are inactive and have no activity for future use. All operations of Tickeri and Monster are reflected in discontinued operations as these entities were sold back to the original owners on January 31, 2023 and June 30, 2023, respectively.

The Company applies the guidance of Topic 805 Business Combinations of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”).

For BizSecure, Ixaya, and BM Authentics, the Company accounted for these acquisitions as business combinations and the difference between the consideration paid and the net assets was applied to goodwill as there were no identifiable intangible assets acquired.

Reclassification

The Company has reclassified certain amounts in the ~~2022~~2023 financial statements to comply with the ~~2023~~2024 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, ~~2022~~2024.

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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~~investments and determination of the fair value of stock awards. Actual ~~results~~ 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, ~~2023~~2024 and ~~2022~~2023, respectively. The Company ~~maintains~~has at times maintained cash balances in excess of the FDIC insured limit at a single bank.

In 2022, the Company established a service to their HUMBL Pay app users. The service enables HUMBL Pay app users the ability through a Company maintained digital asset wallet with Wyre (“Wyre”) to purchase digital assets (cryptocurrency). As it can take 5 to 8 business days to physically settle funds in the Wyre wallet, there may be delays in digital assets being received by customers and the delivery of BLOCKS in a BitGo wallet (“BitGo”). BitGo is a third-party custodian service that provides the custody for the customers’ BLOCKS.

The BitGo account is not the Company’s account; however, it represents the pool of all BLOCKS held by and allocated to HUMBL Pay users accounts. The users may choose to transfer the purchased BLOCKS to their individual wallets outside of HUMBL.

The services related to Wyre and BitGo are no longer being offered as we have shut down our HUMBL Pay app. We currently hold no digital assets.

Safeguarding Obligation

Assets related to user cryptocurrencies safeguarding obligation and the user cryptocurrencies safeguarding obligation represent the Company’s obligation to safeguard customers’ crypto assets in digital wallets on the Company’s platform. The Company safeguards these assets for customers and is obligated to safeguard them from loss, theft, or other misuse. The Company recognizes the users’ cryptocurrencies liabilities and corresponding assets related to the users’ cryptocurrencies, on initial recognition and at each reporting date, at fair value of the crypto assets. Any loss, theft, or misuse would impact the measurement of users’ crypto assets.

Wyre informed us they will no longer custody any cryptocurrency for our customers on their platform effective July 31, 2023. Any funds that remain as of that date will be considered unclaimed funds, and we expect no SAB 121 amounts to be reflected in the future upon BLOCKS being removed from the HUMBL platform, which is not accepted in Wyre.

Fixed Assets and Long-Lived Assets

ASC 360 requires that long-lived assets and certain identifiable intangibles held and used by an entity be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company has adopted Accounting Standard Update (“ASU”) 2017-04 Intangibles – Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment.

The Company reviews recoverability of long-lived assets on a periodic basis whenever events and changes in circumstances have occurred which may indicate a possible impairment. The assessment for potential impairment is based primarily on the Company’s ability to recover the carrying value of its long-lived assets from expected future cash flows from its operations on an undiscounted basis. If such assets are determined to be impaired, the impairment recognized is the amount by which the carrying value of the assets exceeds the fair value of the assets.

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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 considered long-lived assets and accounted for under these standards.

Revenue Recognition

~~The~~Prior to December 2, 2024, the Company ~~accounts~~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. ~~The~~As ~~three~~a ~~principal~~result ~~verticals~~of inthe ~~which~~sale of the ~~Company~~HUMBL ~~operates~~assets, all revenues were reclassified to ~~today~~discontinued ~~are~~operations. ~~HUMBL~~For ~~Mobile~~a ~~Wallet~~summary of the prior revenue recognition policy, ~~HUMBL~~see ~~Marketplace~~the Form 10-K for the year ended December 31, ~~and~~2023 filed ~~HUMBL~~March ~~Blockchain~~28, ~~Services~~2024.

HUMBL Mobile Wallet (formerly HUMBL Pay)

The Company is anticipated to earn transaction revenues primarily from fees charged to consumers and merchants on a transaction basis through the Company’s mobile application. These fees may have a fixed and/or variable component. The variable component is generally a percentage of the value of the payment amount and is known at the time the transaction is processed. For a portion of our transactions, the variable component of the fee is eligible for reimbursement when the underlying transaction is approved for a refund. The Company may estimate the amount of fee refunds that will be processed each quarter and record a provision against the net revenues. The volume of activity processed on the platform, which results in transaction revenue, is referred to as Total Payment Volume (“TPV”).

The Company may earn revenues from other value-added services, which are comprised primarily of revenue earned through partnerships, referral fees, subscription fees, gateway fees, ticketing, peer-to-peer payments, and other services that will be provided to merchants and consumers. These contracts typically have one performance obligation which is provided and recognized over the term of the contract.

The transaction price is generally fixed and known at the end of each reporting period; however, for some agreements, it may be necessary to estimate the transaction price using the expected value method. The Company is expected to record revenue earned in revenues from other value-added services on a net basis when they are considered the agent with respect to processing transactions.

HUMBL Search Engine

Revenues are derived principally from the sale of advertisements, classifieds fees, and revenue sharing arrangements. Advertising revenue is derived principally from the sale of online advertisements which are based on “impressions” (i.e., the number of times that an advertisement appears in pages viewed by users of our platforms) or “clicks” (which are generated each time users on our platforms click through our advertisements to an advertiser’s designated website) delivered to advertisers.

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The Company uses the output method and apply the practical expedient to recognize advertising revenue in the amount to which they have a right to invoice. For contracts with target advertising commitments with rebates, estimated payout is accounted for as a variable consideration to the extent it is probable that a significant reversal of revenue will not occur.

HUMBL Tickets

The Company recognizes revenues from HUMBL Tickets primarily from service fees. Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration we receive in exchange for those goods or services. For service fees and payment processing fees, revenue is recognized when the ticket is sold.

We evaluate whether it is appropriate to recognize revenue on a gross or net basis based upon our evaluation of whether we obtain control of the specified goods or services by considering if we are primarily responsible for fulfillment of the promise, have inventory risk, and have the latitude in establishing pricing and selecting suppliers, among other factors.

For the payment processing service, we determined that we are the principal in providing the service as we responsible for fulfilling the promise to process the payment and we have discretion and latitude in establishing the price of our service. Based on our assessment, we record revenue on a net basis related to our ticketing service and on a gross basis related to our payment processing service. As a result, costs incurred for processing the transactions are included in cost of net revenues in the consolidated statements of operations.

Revenue is presented net of indirect taxes, value-added taxes, creator royalties and reserves for customer refunds, payment chargebacks and estimated uncollectible amounts. If an event is cancelled by a creator, then any obligations to provide refunds to event attendees are the responsibility of that creator.

If a creator is unwilling or unable to fulfill their refund obligations, we may, at our discretion, provide attendee refunds. Revenue is also presented net of the amortization of creator signing fees when applicable. The benefit we receive by securing exclusive ticketing and payment processing rights with certain creators from creator signing fees is inseparable from the customer relationship with the creator and accordingly these fees are recorded as a reduction of revenue in the consolidated statements of operations.

HUMBL Marketplace

The Company recognizes revenue when they transfer control of promised goods or services to customers in an amount that reflects the consideration to which is expected to be entitled in exchange for those goods or services. Revenue is recognized net of any taxes collected, which are subsequently remitted to governmental authorities.

Net transaction revenues

The net transaction revenues will primarily include final value fees, feature fees, including fees to promote listings, and listing fees from sellers in our Marketplace. The net transaction revenues will also include store subscription and other fees often from large enterprise sellers. The net transaction revenues are reduced by incentives provided to customers.

The Company has identified one performance obligation to sellers on the Marketplace platform, which is to connect buyers and sellers on the secure and trusted Marketplace platforms. Final value fees are recognized when an item is sold on a Marketplace platform, satisfying this performance obligation. There may be additional services available to Marketplace sellers, mainly to promote or feature listings, that are not distinct within the context of the contract.

Accordingly, fees for these additional services are recognized when the single performance obligation is satisfied. Promoted listing fees are recognized when the item is sold and feature and listing fees are recognized when an item is sold, or when the contract expires.

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Further, to drive traffic to the platform, the Company will provide incentives to buyers and sellers in various forms including discounts on fees, discounts on items sold, coupons and rewards. Evaluating whether a promotion or incentive is a payment to a customer may require significant judgment. Promotions and incentives which are consideration payable to a customer are recognized as a reduction of revenue at the later of when revenue is recognized or when the incentive is paid or promise to be paid. Promotions and incentives to most buyers on our Marketplace platforms, to whom there is no performance obligation, are recognized as sales and marketing expense. In addition, there may be credits provided to customers when certain fees are refunded. Credits are accounted for as variable consideration at contract inception when estimating the amount of revenue to be recognized when a performance obligation is satisfied to the extent that it is probable that a significant reversal of revenue will not occur and updated as additional information becomes available.

HUMBL Blockchain Services

The Company disaggregates revenue from contracts with customers into product revenues and services revenues.

Product revenue related contracts with customers begin upon contract inception when a purchase order for a specific customer order of a product to be delivered in the near term. These purchase orders are short-term in nature. Product revenue is recognized at a point in time upon shipment or upon customer receipt of the product, depending on shipping terms. The Company determined that this method best represents the transfer of goods as transfer of control typically occurs upon shipment or upon customer receipt of the product.

Service revenues primarily consist of revenues derived from maintenance support and the use of the Company’s service platforms and application programming interface (“APIs”) on a subscription basis. The Company generates this revenue from fees for maintenance and support, monthly active user fees, SaaS fees, and hosting and storage fees. In most cases, the subscription or transaction arrangement is a single performance obligation comprised of a series of distinct services that are substantially the same and that have the same pattern of transfer (i.e., distinct days of service). The Company applies a time-based measure of progress to the total transaction price, which results in ratable recognition over the term of the contract. The Company determined that this method best represents the transfer of services as the customer obtains equal benefit from the service throughout the service period.

The Company accounts for individual goods and services separately if they are distinct performance obligations, which often requires significant judgment based upon knowledge of the products and/or services, the solution provided and the structure of the sales contract. In SaaS agreements, the Company provides a service to the customer that combines the software functionality, maintenance and hosting into a single performance obligation. In product-related contracts, a purchase order may cover different products, each constituting a separate performance obligation.

Accounts Receivable and Concentration of Credit Risk

An allowance is based on management’s estimate of the overall collectability of accounts receivable, considering historical losses. Based on these same factors, individual accounts are charged off against the allowance when management determines those individual accounts are uncollectible. Credit extended to customers is generally uncollateralized. Past-due status is based on contractual terms. The Company does not charge interest on accounts receivable. As of December 31, 2023 and 2022, there was no allowance necessary.

Inventory

Inventory consisted of sports merchandise and memorabilia ranging from autographed jerseys, bats, balls, helmets, and photos being sold in the HUMBL Marketplace. Inventory is valued at the lower of cost or net realizable value. Management evaluates quantities on hand and physical condition as these characteristics may be impacted by anticipated customer demand for current products.

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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

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 net income (loss) per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share (“EPS”) include additional dilution from common stock equivalents, such as convertible notes, preferred stock, stock issuable pursuant to the exercise of stock options and warrants. As of December 31, 2024, the Company has approximately 12.5 billion shares of common stock equivalents.

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Common stock equivalents are not included in the computation of diluted earnings per share when the Company reports a loss because to do so would be anti-dilutive for periods presented, so only the basic weighted average number of common shares are used in the computations.

Currency Translation

Ixaya’s functional currency is the Mexican Peso and Humbl Chile SpA’s functional currency is the Chilean Peso. Their reporting currencies are both the United States dollar. Transactions denominated in the functional currency are converted into United States dollars using the exchange rate in effect at the date of the transaction or the average rate for the period in the case of revenue and expense transactions. Monetary assets and liabilities are re-valued into the reporting currency at each balance sheet date using the exchange rate in effect at the balance sheet date, with any resulting exchange gains or losses being credited or charged to accumulated other comprehensive income (loss). Non-monetary assets and liabilities are recorded in the reporting currency using the exchange rate in effect at the date of the transaction and are not revalued for subsequent changes in exchange rates.

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.

Digital Assets

The Company no longer owns any digital assets or non-fungible tokens. Digital assets were initially recorded at cost and are subsequently remeasured at cost, net of any impairment losses on our consolidated balance sheets. We assigned costs to digital asset transactions on a first-in, first-out basis. Gains or losses were not recorded until realized upon sale(s).

We determined the fair value of our digital assets on a nonrecurring basis, based on quoted prices on the active exchange(s) that we have determined is the principal market for such assets (Level 1 inputs). We performed a quarterly, or more frequent review to identify whether events or changes in circumstances, principally decreases in the quoted prices on active exchanges on any day during the quarter, indicate that it is more likely than not that our digital assets are impaired.

The cost basis of digital assets were not adjusted upward for subsequent increases in fair value. Such impairment in the value of digital assets is recorded as a component of other operating expenses in our consolidated statements of operations. We recorded an impairment loss of approximately $151,409 (including $147,823 related to our non-fungible token) and $1,606,784 related to digital assets during the years ended December 31, 2023 and 2022, respectively. On June 30, 2023, we transferred the remaining digital assets out of our account to repay advances from related parties.

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.

44The Company accounts for their derivative liabilities under Level 3.

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Segment Reporting

The Company follows the provisions of ASC 280-10 Segment Reporting. This standard requires that companies disclose operating segments based on the manner in which management disaggregates the Company in making internal operating decisions.

Commencing January 1, 2022, the Company simplified their business model to segment their business into two distinct divisions: Consumer and Commercial.

All of the Company’s sales are from North America, therefore the Company has determined that segment reporting by geographic location was not necessary. In the future, the Company will continue to monitor their activity by region to determine if it is feasible to report segment information by location.

Recent Accounting Pronouncements

On March 31, 2022, the SEC added Staff Accounting Bulletin (“SAB”) No. 121 (“SAB 121”) into Section FF to Topic 5. The interpretations in this SAB express views of the staff regarding the accounting for entities that have obligations to safeguard crypto-assets held for their platform users. In connection with these services, these entities and/or their agents may safeguard the platform users’ crypto-assets and also maintain the cryptographic key information necessary to access the crypto-asset. The obligations associated with these arrangements involve unique risks and uncertainties not present in arrangements to safeguard assets that are not crypto-assets, including technological, legal, and regulatory risks and uncertainties.

These risks can have a significant impact on the entity’s operations and financial condition. The staff believes that the recognition, measurement, and disclosure guidance in this SAB will enhance the information received by investors and other uses of financial statements about these risks, thereby assisting them in making investment and other capital allocation decisions.

This guidance should be applied no later than the financial statements covering the first interim or annual report ending after June 15, 2022, with retroactive application as of the beginning of the fiscal year to which the interim or annual period relates. Upon adoption of this guidance, the Company has reflected the asset and liability related to the user cryptocurrencies safeguarded on the Company’s platform. We do not have any ownership or custody of the digital assets maintained on our platform. We engage the services of Wyre and BitGo to act as the custodians of the digital assets held on our platform. Wyre informed us they will no longer accept any cryptocurrency in our platform effective July 31, 2023. Any funds that remain other than the BLOCKS that is not accepted in Wyre as of that date will be considered unclaimed funds, and we expect no SAB 121 amounts to be reflected in the future.

The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.

~~NOTE 3: DISCONTINUED OPERATIONS~~40

BLOCK ETX

Effective February 28, 2022, the Company elected to suspend offering the BLOCK ETX products pending further legal analysis regarding how to offer the BLOCK ETXs in a fully compliant manner with the evolving laws and regulatory treatment of such novel products. The Company will continue to monitor the regulatory environment with respect to these products. Per ASC 205-20-50-1(a), the timing of the disposal was February 28, 2022. The Company met the criteria for the BLOCK ETX operations to be classified as held for sale at that time.

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~~All~~In ~~subscription~~August ~~revenues~~2020, ~~recognized~~the inFASB ~~January~~issued ~~and~~ASU ~~February~~No. ~~2022~~2020-06, ~~were~~Debt-Debt ~~refunded~~with toConversion ~~the~~and ~~subscribers.~~Other ~~The~~Options ~~only~~(Subtopic ~~amounts~~470-20) ~~reflected~~and asDerivatives ~~discontinued~~and Hedging-Contracts ~~operations~~in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in ~~2022~~an ~~relate~~Entity’s toOwn Equity (“ASU 2020-06”), which simplifies the ~~direct~~accounting ~~expenses~~for ~~attributable~~convertible toinstruments by removing the ~~BLOCK~~separation ~~ETX~~models ~~product~~for ~~line~~(1) ~~that~~convertible debt ~~include~~with ~~direct~~a ~~payroll~~cash conversion feature and ~~direct~~(2) ~~subcontractor costs~~convertible instruments with a beneficial conversion feature. ~~These~~ASU ~~amounts~~2020-06 ~~are~~also ~~reflected~~requires inthe application of the ~~loss~~if-converted method for ~~discontinued~~calculating ~~operations~~diluted asearnings ~~noted~~per inshare and the ~~chart~~treasury ~~below~~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.

~~SCHEDULE~~In November OF2023, ~~DISCONTINUED~~the ~~OPERATIONS~~ 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.

	2022
Revenue	$	-
Cost of revenue		-
Gross (loss)		-
Operating and non-operating expenses		7,945
Loss from discontinued operations	$	(7,945	)

NOTE 3: DISCONTINUED OPERATIONS

The Company paid the refunds to the subscribers in the year ended December 31, 2022, and had no expenses related to the BLOCK ETX product line after February 28, 2022. For a full description of the BLOCK ETX/HUMBL Financial, refer to the Form 10-K for the year ended December 31, 2022 filed April 6, 2023.

NON-RESIDENTIAL PROPERTY

On June 30, 2022, the Company determined to sell their non-residential property, and listed this property for sale in July 2022. This represented a strategic shift for future operations and the Company as a result reclassified the net value on this property of $328,222 as a non-current asset held for sale in accordance with ASC 205-20-45-1E. On September 16, 2022, the Company sold the property for $270,905 and recognized a loss of $57,318 on disposal.

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. As a result of this settlement, the Company has reclassified the assets, and liabilities of Tickeri as held for sale, and the operations as discontinued operations as of and for the year ended December 31, 2022.

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.

~~Current~~The ~~assets~~Company asreclassified ofthe ~~December~~following ~~31,~~operations ~~2023~~to ~~and~~discontinued ~~2022~~operations –for ~~Discontinued~~the ~~Operations:~~year ended December 31, 2023.

SCHEDULE OF DISCONTINUED OPERATIONS

	December 31,			December 31,
Revenue	$	59,180
	2023			2022
Operating expenses		137,934
Cash	$	-		$	154,159
Other non-operating expenses		2,398
Accounts receivable		-			40,313
Net loss from discontinued operations	$	(81,152	)
Total current assets	$	-		$	194,472

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Current liabilities as of December 31, 2023 and 2022 – Discontinued Operations:

	December 31,		December 31,
	2023		2022
Accounts payable and accrued expenses	$	-	$	99,342
Total Current liabilities	$	-	$	99,342

Non-current liabilities as of December 31, 2023 and 2022 – Discontinued Operations:

	December 31,		December 31,
	2023		2022
Long-term debt	$	-	$	150,000
Total Non-current liabilities	$	-	$	150,000

The Company reclassified the following operations to discontinued operations for the years ended December 31, 2023 and 2022, respectively.

	2023			2022
Revenue	$	59,180		$	1,502,953
Operating expenses		137,934			5,111,485
Other non-operating expenses		2,398			2,191
Net loss from discontinued operations	$	(81,152	)	$	(3,610,723	)

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

	2023			2022
Common shares issued	$	(47,816	)
Common shares issued	$	(47,816	)	$	-
Forgiveness of related party notes		10,000,000
Forgiveness of related party notes		10,000,000			-
Forgiveness of accrued expenses		1,489,041
Forgiveness of accrued expenses		1,489,041			-
Cash		(163,879	)
Cash		(163,879	)		-
Accounts receivable		(39,457	)
Accounts receivable		(39,457	)		-
Prepaid expenses and other current assets		-
Accounts payable and accrued expenses		189,358			-
Fixed assets		-
Other (income) loss		150,000			-
Accounts payable and accrued expenses		189,358
Prepaid expenses and other current assets
Due to seller		-
Fixed assets
Other (income) loss		150,000
Due to seller
Net gain on disposal	$	11,577,247
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~~ 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 ~~years~~ year ended December 31, 2023 ~~and 2022~~ are reflected in discontinued operations~~, and the result of the disposal of Monster is reflected as a gain on disposal in the consolidated statements of operations~~.

SCHEDULE OF DISCONTINUED OPERATIONS

	December 31,			December 31,
Revenue	$	498,945
	2023			2022
Operating expenses		561,668
Cash	$	-		$	133,699
Other non-operating expenses		5,349
Accounts receivable		-			224,275
Net loss from discontinued operations	$	(68,072	)
Prepaid expenses and other current assets		-			6,756
Total current assets	$	-		$	364,730

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Non-current assets as of December 31, 2023 and 2022 – Discontinued Operations:

	December 31,		December 31,
	2023		2022
Fixed assets	$	-	$	3,936
Total Non current assets	$	-	$	364,730

Current liabilities as of December 31, 2023 and 2022 – Discontinued Operations:

	December 31,		December 31,
	2023		2022
Accounts payable and accrued expenses	$	-	$	370,574
Due to seller		-		314,619
Current portion of related party notes payable		-		348,191
Total Current liabilities	$	-	$	1,033,384

The Company reclassified the following operations to discontinued operations for the years ended December 31, 2023 and 2022, respectively.

	2023			2022
Revenue	$	498,945		$	1,798,585
Operating expenses		561,667			5,355,642
Other non-operating expenses		5,349			13,817
Net loss from discontinued operations	$	(68,071	)	$	(3,481,313	)

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

	2023			2022
Forgiveness of related party notes	$	1,072,361
Forgiveness of related party notes	$	1,072,361		$	-
Forgiveness of accrued expenses		656,619
Forgiveness of accrued expenses		656,619			-
Cash		(18,541	)
Cash		(18,541	)		-
Accounts receivable		(414,412	)
Accounts receivable		(414,412	)		-
Prepaid expenses and other current assets		(40,835	)
Prepaid expenses and other current assets		(40,835	)		-
Fixed assets		(3,093	)
Fixed assets		(3,093	)		-
Accounts payable and accrued expenses		541,680
Accounts payable and accrued expenses		541,680			-
Due to seller		314,619
Due to seller		314,619			-
Net gain on disposal	$	2,108,398
Net gain on disposal	$	2,108,398		$	-

~~NOTE 4: BUSINESS COMBINATIONS~~IXAYA

~~For~~Effective ~~all~~April ~~acquisitions~~1, ~~prior~~2024, the Company and Ixaya agreed to ~~January~~terminate 1,the ~~2022~~Ixaya SPA and continue working together on certain projects in a contractor role. In this agreement, ~~refer~~Ixaya will keep the shares previously issued to them when they were acquired and the ~~Form~~Company ~~10-K~~would deconsolidate Ixaya as of April 1, 2024. The operations of Ixaya for the ~~year~~years ended December 31, ~~2022~~2024 ~~filed~~and ~~April~~2023 6,are ~~2023~~reflected in discontinued operations.

48The 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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~~BizSecure~~The Company reflected the following loss on disposal for the year ended December 31, 2024 related to the deconsolidation of Ixaya:

OnSCHEDULE ~~February~~OF ~~12,~~LOSS ~~2022,~~ON the Company entered into an asset purchase agreement with BizSecure, Inc. (“BizSecure”). The Company determined this was an acquisition of a business pursuant to the guidance provided in both ASC 805 and Rule 11-01(d) of Regulation S-X. BizSecure is not considered a significant subsidiary under Regulation S-X Rule 1-02(w). The Company acquired a customer relationship with the 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 commencing April 1, 2022 for a period of two years 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 requested the cancellation of such shares and the 10,050,000 RSUs that vested during 2022. Pursuant to BizSecure’s request, the 13,200,000 shares of common stock and the 10,050,000 RSUs were cancelled effective December 30, 2022. The remaining 16,750,000 RSUs will continue to vest in accordance with the original terms. For the full description of this transaction, refer to the Form 10-K for the year ended December 31, 2022 filed April 6, 2023.DISPOSAL

SCHEDULE OF RECOGNIZED IDENTIFIED ASSETS ACQUIRED AND LIABILITIES ASSUMED


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	)

Customer relationships	$	275,000
Intellectual property - software		2,500,000
Goodwill		3,981,000
	$	6,756,000

HUMBL.com

~~The~~Effective ~~consideration~~December ~~paid~~2, ~~for~~2024, the ~~acquisition~~Company ofentered into an Asset Purchase Agreement with WSCG to sell their assets to WSCG as discussed in Note 1. The operations of ~~BizSecure~~HUMBL.com, ~~was~~which asincludes ~~follows:~~the operations of the HUMBL Chile division for the years ended December 31, 2024 and 2023 are reflected in discontinued operations.

~~SCHEDULE~~The Company OFreclassified ~~CONSIDERATION~~the ~~PAID~~following ~~FOR~~operations ~~ACQUISITION~~ to discontinued operations for the year ended December 31, 2024.

Cash
Common stock	$	2,229,480
Contingent consideration (RSUs)		4,526,520
Total consideration	$	6,756,000

SCHEDULE OF DISCONTINUED OPERATIONS

The Acquisition has been accounted for under the acquisition method of accounting. Under the acquisition method of accounting, the total acquisition consideration price was allocated to the assets acquired and liabilities assumed based on their preliminary estimated fair values. The fair value measurements utilize estimates based on key assumptions of the Acquisition, and historical and current market data. The excess of the purchase price over the total of the estimated fair values assigned to tangible and identifiable intangible assets acquired and liabilities assumed is recognized as goodwill. The Company has estimated the preliminary purchase price allocations based on historical inputs and data as of February 12, 2022.


Revenue	$	467,438
Operating expenses		3,012,696
Other non-operating income

Net loss from discontinued operations	$	(2,545,258	)

The ~~preliminary~~Company ~~allocation~~reclassified of the ~~purchase~~following ~~price~~operations isto ~~based~~discontinued onoperations the best information available and is pending, amongst other things: (i) the finalization of the valuation of the fair values and useful lives of tangible assets acquired; (ii) the finalization of the valuations and useful lives for the ~~intangible~~year ~~assets~~ended ~~acquired;~~December ~~and~~31, ~~(iii) finalization of the fair value of non-cash consideration~~2023.

The Company had up to one-year from the date of acquisition to adjust any of the acquired assets and liabilities for information obtained during this measurement period. If new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the recognition of additional assets or liabilities as of the acquisition date or a re-allocation of assets and liabilities is necessary, the Company will adjust these figures.


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

The ~~Company~~following ~~has~~represents ~~determined~~the ~~that~~assets ~~the~~and ~~preliminary~~liabilities ~~purchase~~of ~~price~~discontinued ~~allocation~~operations ~~did~~as ~~not~~of ~~need~~December to31, be2024 ~~revised.~~and 2023, respectively:

~~Effective~~Current ~~December~~assets ~~31,~~as ~~2022,~~of ~~the~~December ~~Company impaired the $3~~31,~~981,000~~ in2024 ~~goodwill~~ and ~~the~~2023 ~~remaining~~– ~~$2,256,618~~Discontinued ~~in intellectual property and customer relationships, for total impairment of $6,237,618.~~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

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

	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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OnNOTE July 19, 2023, the Company entered into a Settlement Agreement and Mutual Release dated July 19, 2023 (the “Settlement Agreement”) with BizSecure, Alfonso Arana, Alfonso Rodriquez-Arana and Clement Danish to resolve matters arising under the Asset Purchase Agreement dated February 12, 2022 between the Company and BizSecure in which the Company purchased the assets of BizSecure. Under the terms of the Settlement Agreement, the Company agreed as follows4: (i) within three (3) business days of the execution date, the Company will issue and deliver 127,000,000 restricted shares of its common stock (the “Shares”) (which were issued July 25, 2023) that the Company will register on SEC Form S-1 within 60 calendar days of the execution date of the Settlement Agreement; (ii) if, prior to and including the effective date of the Form S-1, and through the end of the 12th month following such effective date, the value per Share falls below $0.003, then the Company shall file an amendment to the initial Form S-1 filing to increase the number of Shares issued to BizSecure and the aggregate offering price of the Shares being registered (“|the “Registered Shares”), reflecting the public market value of the Shares within three (3) business days of the execution date, but in no event shall the Shares be valued less than $0.003 per share; (iii) if the Company fails to register the Shares, then the Company agrees to immediately pay BizSecure the cash equivalent of the public market value of the Shares based on (a) the value of the price of the Company’s common stock on the day the Company was obligated to register the Shares, multiplied by 127,000,000 or (b) $0.003 multiplied by 127,000,000 whichever is higher;.(iv) the public market value of the Shares on the execution date shall be equal to the number of Shares multiplied by $.0026 (the “Share Value”); (v) on the last day of the first year following the execution date (the “Anniversary Date”), the Share Value shall be no less than the per share value of the Shares on the Anniversary Date based on the closing price of the Registered Shares on the Anniversary Date (the “Anniversary Value”) (as may be adjusted pursuant to any reverse split). To the extent the Anniversary Value is lower than the Share Value, which in no event will be less than $0.003, the Company will register and issue and deliver additional shares to BizSecure equal to the amount necessary for the public market value of the total number of Shares issued to the Stockholders in accordance with this Agreement to equal the Anniversary Value; and (vi) the Company will transfer ownership of and title to the Vibe Board Pro 75 to BizSecure.INVESTMENTS

~~Ixaya~~FINCAPITAL

On ~~March~~December 32, ~~2022~~2024, the Company ~~acquired~~entered into a Stock Purchase Agreement (the ~~assets~~“Stock Purchase Agreement”) with Ybyrá Capital S.A. (“Ybyrá”) and ~~liabilities~~Brian Foote, the former CEO and current director. Pursuant to the Stock Purchase Agreement: (a) HUMBL purchased 99% of ~~Ixaya~~the ~~noted~~outstanding equity ~~below~~interests inof inFinCapital ~~accordance~~Credito ~~with~~Pagamentos ~~ASC~~e ~~805.~~Servicos ~~Based~~LTDA, ona 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 ~~fair~~Company ~~values~~(the at“Control Shares”) to Ybyrá. With the ~~effective~~purchase ~~date~~of the Control Shares, Ybyrá is now the controlling stockholder of ~~acquisition~~the Company. FinCapital a previously dormant entity and had at the time of the purchase ~~price~~one ~~was~~asset ~~recorded~~which asconsisted ~~follows:~~of 41,500 tons of magnesium silicate valued at $20,000,000.

~~SCHEDULE~~The Company’s OFmagnesium ~~RECOGNIZED~~silicate ~~IDENTIFIED~~is ~~ASSETS~~a ~~ACQUIRED~~raw ~~AND~~material ~~LIABILITIES~~used ~~ASSUMED~~in the creation of fertilizer. 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. None of these have been paid as of December 31, 2024 or May 9, 2025.

Cash	$	1,325
Accounts receivables		24,446
Goodwill		1,008,642
Intellectual property - software		650,000
Accounts payable and accrued expenses		(10,700	)
Payable – officer		(9,834	)
Note payable - bank		(13,879	)
	$	1,650,000

AVRIO

The ~~consideration~~Company ~~paid~~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 ~~acquisition~~net revenues generated by Avrio from its sales of ~~Ixaya~~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 ~~follows:~~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.

~~SCHEDULE~~NOTE 5: OFBUSINESS ~~CONSIDERATION PAID FOR ACQUISITION~~ COMBINATIONS

Cash	$	150,000
Common stock		1,500,000
Total consideration	$	1,650,000

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

~~The~~NOTE Acquisition has been accounted for under the acquisition method of accounting. Under the acquisition method of accounting, the total acquisition consideration price was allocated to the assets acquired and liabilities assumed based on their preliminary estimated fair values. The fair value measurements utilize estimates based on key assumptions of the Acquisition, and historical and current market data. The excess of the purchase price over the total of the estimated fair values assigned to tangible and identifiable intangible assets acquired and liabilities assumed is recognized as goodwill. The Company has estimated the preliminary purchase price allocations based on historical inputs and data as of March 3, 2022. The preliminary allocation of the purchase price is based on the best information available and is pending, amongst other things6: (i) the finalization of the valuation of the fair values and useful lives of tangible assets acquired; (ii) the finalization of the valuations and useful lives for the intangible assets acquired; (iii) finalization of the valuation of accounts payable and accrued expenses; and (iv) finalization of the fair value of non-cash consideration.REVENUE

50For 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.

Table of Contents

~~The~~NOTE ~~Company~~11: ~~had~~NOTE upPAYABLE ~~to one~~-~~year~~ from the date of acquisition to adjust any of the acquired assets and liabilities for information obtained during this measurement period. If new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the recognition of additional assets or liabilities as of the acquisition date or a re-allocation of assets and liabilities is necessary, the Company will adjust these figures. The Company has performed an analysis on the purchase price allocation and has determined that there are no adjustments to be made from the original allocation. During the year ended December 31, 2022, the Company impaired $1,008,642 of the goodwill.BANK

~~The~~On ~~Company~~March ~~has~~3, ~~determined~~2022 ~~that~~with the ~~preliminary~~acquisition ~~purchase~~of ~~price~~Ixaya, ~~allocation~~the ~~did~~Company ~~not~~assumed ~~need~~a loan with Citibanamex. The loan was due in monthly payments of $7,110 MXN (approximately $350 US$) inclusive of interest and matures in July 2025. Due to bethe ~~revised~~deconsolidation upon separation effective April 1, 2024, the note is part of the liabilities from discontinued operations as of December 31, 2023 as discussed in Note 3 above.

~~The~~NOTE ~~goodwill~~12: ~~was~~NOTES ~~not expected to be deductible for tax purposes.~~PAYABLE

BMRefer ~~Authentics~~to the Form 10-K for 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.

OnThe ~~November~~Company 2entered into a note payable with an individual on June 13, ~~2022~~2024 that matured December 13, 2024 in the ~~Company~~amount ~~acquired~~of ~~the~~$37,500. ~~assets~~There was ~~and~~a ~~liabilities~~one-time ofinterest BMcharge ~~Authentics~~included ~~noted~~in ~~below~~the note in ~~accordance~~the ~~with~~amount ~~ASC~~of ~~805~~$3,750. ~~Based~~There onwas ~~the fair~~an ~~values~~original atinterest ~~the~~discount ~~effective~~of ~~date~~$3,750 recorded and amortization of ~~acquisition~~discount for the ~~purchase~~year ~~price~~ended December 31, 2024 was ~~recorded~~$3,750. The note was converted as ~~follows:~~of December 31, 2024.

~~SCHEDULE~~The Company OFentered ~~RECOGNIZED~~into ~~IDENTIFIED~~a ~~ASSETS~~note ~~ACQUIRED~~payable ~~AND~~with ~~LIABILITIES~~an ~~ASSUMED~~ 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 WSCG as of December 2, 2024.

~~Inventory~~The Company $entered 1into a note payable with an individual on October 16,~~010~~ 2024 that matures October 16, 2025 in the amount of $250,000. This note was reclassified to advances on purchase of assets by WSCG as of December 2, 2024.

~~The~~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 ~~paid~~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 ~~acquisition~~aggregate value of BMthe ~~Authentics~~common ~~was~~stock asis ~~follows:~~less than $0.003 per share on the applicable measurement dates.

~~SCHEDULE~~Additional shares OFof ~~CONSIDERATION~~common ~~PAID~~stock ~~FOR~~will ~~ACQUISITION~~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.

Cash	$	110,000
Common stock		900,000
Total consideration	$	1,010,000

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.

The ~~Acquisition~~Company ~~has~~amended ~~been~~this ~~accounted~~agreement ~~for~~on ~~under~~December ~~the acquisition method of accounting. Under the acquisition method of accounting~~17, the total acquisition consideration price was allocated to the assets acquired and liabilities assumed based on their preliminary estimated fair values. The fair value measurements utilize estimates based on key assumptions of the Acquisition2024, and ~~historical~~adjusted ~~and current market data. The excess of~~ the ~~purchase~~schedule ~~price over the total~~ of ~~the~~payments ~~estimated~~due ~~fair values assigned~~ to ~~tangible and identifiable intangible assets acquired and liabilities assumed is recognized as goodwill~~BRU. ~~The~~In ~~Company~~accordance ~~has~~with ~~estimated~~ the ~~preliminary purchase price allocations based~~revised onpayment ~~historical inputs and data as of November 2~~schedule, ~~2022. The preliminary allocation of~~ the ~~purchase~~Company ~~price~~paid ~~is based on the best information available and is pending, amongst other things~~BRU: (i) the finalization of the valuations and useful lives for the intangible assets acquired; (ii) finalization of the valuation of accounts payable and accrued expenses; (iii) finalization of the valuation of the inventory; and (iv) finalization of the fair value of non-cash consideration.

~~The Company~~(a) ~~had~~$750,000 upon toApril ~~one-year~~1, ~~from~~2025; ~~the~~(b) ~~date~~First ofshare ~~acquisition~~tranche to850 ~~adjust~~million ~~any~~shares ofDecember ~~the~~17, ~~acquired~~2024; ~~assets~~ and ~~liabilities~~(c) ~~for~~Second ~~information~~tranche ~~obtained during~~of ~~this measurement period~~1.15 Ifbillion ~~new~~shares ~~information~~January ~~is obtained about facts and circumstances that existed as of the acquisition date that~~8, if known, would have resulted in the recognition of additional assets or liabilities as of the acquisition date or a re-allocation of assets and liabilities is necessary, the Company will adjust these figures2025. ~~The Company has performed an analysis on the purchase price allocation and has determined that there are no adjustments to be made from the original allocation.~~

~~The~~As ~~Company~~of ~~has~~December ~~determined~~31, ~~that~~2024, the ~~preliminary purchase price allocation did not need to be revised. The~~ Company ~~issued~~has ~~the shares owed (90~~$750,000 outstanding,~~000~~ ~~common~~and ~~shares)~~this amount was paid on ~~January~~April 101, ~~2023~~2025.

~~The~~NOTE ~~goodwill~~13: ~~was~~NOTES ~~not~~PAYABLE ~~expected~~– toRELATED ~~be deductible for tax purposes.~~PARTIES

51The Company entered into notes payable – 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:

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The following table shows the unaudited pro-forma results for the year ended December 31, 2022 as if the acquisitions had occurred on January 1, 2022. These unaudited pro forma results of operations are based on the historical financial statements and related notes of BizSecure, Ixaya, BM Authentics and the Company for 2022.

SCHEDULE OF PRO FORMA INFORMATION

	Year Ended
	December 31, 2022
	(Unaudited)
Revenues	$	1,693,950
Net loss	$	(3,994,683	)
Net loss per share	$	(0.00	)

NOTE 5: REVENUE

On July 14, 2023, the Company entered into Technology Services Agreement dated July 15, 2023 (the “Agreement”) with Arena Football League Management, LLC (“AFL”). Under the terms of the Agreement, the Company will serve as, and be acknowledged in AFL’s marketing efforts as, the official technology ticketing platform for all AFL events. AFL is a professional indoor football league in the United States. The Company has agreed to allocate $10,000 per month to promote the AFL and AFL venues leading to the 2024 indoor football league season.

Under the compensation terms of the Agreement, the Company will receive a service fee of $5.00 that will increase by $1.00 each year through 2028 (plus the credit card fee charged in connection with the transaction by the credit card company) from which it will pay AFL $1.00 on all tickets sold and processed exclusively through the HUMBL Tickets platform. The service fee received by the Company from AFL for any venues that do not accept HUMBL Tickets as the exclusive provider will be reduced to $2.00 in 2024, $3.00 in 2025, $4.00 in 2026, $4.50 in 2027 and $5.00 in 2028.

The Company has agreed to issue shares of its common stock to AFL as follows: (a) 15,000,000 upon completion of the 2024 AFL football season; (b) 15,000,000 shares upon completion of the 2025 AFL football season; and (c) 15,000,000 shares upon completion of the 2026 AFL football season. If AFL sells more than $30,000,000 in tickets under the Agreement during the 2024 AFL football season, then the Company will issue 15,000,000 shares of its common stock to AFL. The Company also agreed to pay the following stock compensation to AFL based on the number of new customers that download the HUMBL Wallet and purchase an AFL ticket during calendar year 2024: (x) 10,000,000 shares of common stock for at least 250,000 but less than 500,000 HUMBL Wallet downloads; (y) 15,000,000 shares of common stock for at least 500,000 but less than 1,000,000 HUMBL Wallet downloads; or (z) 25,000,000 shares of common stock for 1,000,000 or more HUMBL Wallet downloads. The share numbers set forth above will automatically be adjusted in the event of a reverse split or other similar event.

The following table disaggregates the Company’s revenue by major source for the years ended December 31, 2023 and 2022:

SCHEDULE OF DISAGGREGATION OF REVENUE

	2023		2022
	Years Ended December 31,
	2023		2022
Revenue:
Services - Ixaya	$	582,351	$	303,368
Merchandise		338,233		108,282
Software		50,000		-
Tickets		23,102		19,529
NFTs		-		1,814
Rental income		-		18,864
Other		12,170		2,223
Total revenue	$	1,005,856	$	454,080

There were no significant contract asset or contract liability balances for all periods presented. The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed. The Company has $10,000 in deferred revenue as of December 31, 2023.

Collections of the amounts billed are typically paid by the customers within 30 to 60 days.

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NOTE 6: INVENTORY

On November 2, 2022, in the acquisition of BM Authentics, the Company acquired $1,010,000 in inventory. Inventory consisted of sports merchandise and memorabilia ranging from autographed jerseys, bats, balls, helmets, and photos. As of December 31, 2023 and 2022, inventory is valued at $289,940 and $1,038,816, respectively. In the year ended December 31, 2023, the Company impaired $797,089 in inventory.

NOTE 7: FIXED ASSETS

As of December 31, 2023 and 2022, the Company has the following fixed assets:

SCHEDULE OF FIXED ASSETS

	2023			2022
Equipment – 5 year-life	$	14,282		$	14,282
Furniture and fixtures – 5 year-life		16,308			16,308
Accumulated depreciation		(18,064	)		(10,041	)
Fixed assets, net	$	12,526		$	20,549

In June 2021, the Company purchased some equipment and furniture as well as a commercial property in the form of a suite at a luxury hotel. The Company is the owner of this suite and entered into a long-term rental agreement with the hotel to manage the property. The Company has use of the suite for 28 calendar days a year and will receive their proportionate income for the other days the suite is being used. The suite with a net value of $328,222 was reclassified to a non-current asset held for sale on June 30, 2022.

Depreciation expense for the years ended December 31, 2023 and 2022 was $8,023 and $16,186, respectively.

NOTE 8: INTANGIBLE ASSETS AND GOODWILL

As of December 31, 2023 and 2022, the Company has the following intangible assets:

SCHEDULE OF FINITE LIVED INTANGIBLE ASSETS

	2023			2022
Intellectual property - software – 5 year-life	$	3,150,000		$	3,150,000
Customer relationship – 5 year-life		275,000			275,000
Domain names – 15 year-life		275,020			275,020
Accumulated amortization - software		(2,738,333	)		(2,608,333	)
Accumulated amortization – customer relationship		(275,000	)		(275,000	)
Accumulated amortization - domain names		(31,641	)		(13,307	)
Accumulated amortization		(31,641	)		(13,307	)
Intangible assets, net	$	655,046		$	803,380

In February 2022, the Company acquired intangible assets from BizSecure valued at $2,775,000, in March 2022 in the acquisition of Ixaya acquired intangible assets valued at $650,000. On December 31, 2022, the Company impaired $2,256,618 in intellectual property related to BizSecure.

Amortization expense for the years ended December 31, 2023 and 2022 was $148,334 and $640,022, respectively.

Amortization expense for the next five years and in the aggregate is as follows:

SCHEDULE OF AMORTIZATION EXPENSE

2024	$	148,335
2025		148,335
2026		148,335
2027		137,502
2028		40,002
Thereafter		32,537
Total	$	655,046

As of December 31, 2023 and 2022, the Company has recorded goodwill as follows for our continuing operations:

SCHEDULE OF GOODWILL FROM CONTINUING OPERATIONS

	December 31, 2023		December 31, 2022
Balance – beginning of the period	$	-	$	-
Acquisition of BizSecure		-		3,981,000
Acquisition of Ixaya		-		1,008,642
Acquisition		-		1,008,642
Impairment for the period		-		(4,989,642	)
Balance - ending of the period	$	-	$	-

As of December 31, 2023, the Company had no remaining goodwill recorded.

The Company evaluated ASC 350-20-50 for the goodwill associated with their acquisitions.

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NOTE 9: INTANGIBLE ASSETS – DIGITAL ASSETS

In March 2022, the Company purchased an NFT for $406,046. The Company had evaluated the fair value of this NFT for impairment and recognized impairment of $258,217 through March 31, 2023. The value of the NFT as of March 31, 2023 is $147,823. The NFT will not be amortized as it is considered a non-statutory based digital asset. The NFT is considered a non-current asset while the other digital assets held by the Company are considered current assets. On May 3, 2022, the Company’s CEO contributed capital to pay for this NFT.

In the year ended December 31, 2022, the Company purchased $1,010,934 in digital currency expensed $458,162 in the digital currency for future endeavors and for payment of expenses, received commissions on sales of NFTs of $1,814, reflected $1,348,567 in impairment of the intangible asset for digital currency, and recognized a gain on sale of digital assets of $297,895. The Company’s CEO contributed $500,000 worth of BLOCKS to the Company that was included in the digital assets owned by HUMBL prior to using.

In the three months ended March 31, 2023, the Company expensed $359 in the digital currency for future endeavors and for payment of expenses, reflected $1,995 in impairment of the intangible asset for digital currency, and recognized a gain on sale of digital assets of $24.

In the three months ended June 30, 2023, the Company reflected $149,414 in impairment of the intangible asset for digital currency and the non-fungible token of $147,823. The remaining $2,688 was transferred to a related party in repayment of the Company’s obligation on June 30, 2023. The Company no longer owns any digital assets.

The value of the digital assets as of December 31, 2023 and 2022 is $0 and $154,432 (of which the value of the non-fungible token of $147,823 is considered a non-current asset), respectively.

The following tables present additional information about the Company’s digital asset holdings during the years ended December 31, 2023 and 2022:

SCHEDULE OF DIGITAL ASSET HOLDINGS

Digital Assets Owned By HUMBL:

Year Ended December 31, 2023	ETH			BLOCKS			BTC			WETH		DAI		USDC/USDT			Total
Balance – January 1, 2023	$	114		$	6,064		$	201		$	-	$	-	$	230		$	6,609
Advertising expenses		(132	)		-			-			-		-		(227	)		(359	)
Transfer		(6	)		(2,502	)		(177	)		-		-		(3	)		(2,688	)
Impairment – digital assets		-			(3,562	)		(24	)		-		-		-			(3,586	)
Gain (loss) on disposal of digital assets		24			-			-			-		-		-			24
Balance – December 31, 2023	$	-		$	-		$	-		$	-	$	-	$	-		$	-

Year Ended December 31, 2022	ETH			BLOCKS			BTC			WETH			DAI			USDC/USDT			Total
Balance – January 1, 2022	$	2,664		$	-		$	28		$	-		$	-		$	3		$	2,695
Balance	$	2,664		$	-		$	28		$	-		$	-		$	3		$	2,695
Contribution by CEO		-			500,000			-			-			-			-			500,000
Purchases of digital assets		983,890			24,860			-			-			-			2,184			1,010,934
Purchases of digital assets by customers in the HUMBL Pay App		-			-			-			-			-			1,775,233			1,775,233
Purchases of BLOCKS for HUMBL Pay users and NFT purchase		(521,758	)		(14,586	)		-			(23,590	)		(14,094	)		(1,201,205	)		(1,775,233	)
Transfers		343,842			184,073			5,191			20,192			14,852			(568,150	)		-
NFT commissions		1,814			-			-			-			-			-			1,814
Consulting		-			(15,478	)		-			-			-			-			(15,478	)
Contract labor		-			(325,061	)		-			-			-			-			(325,061	)
Exchange fees		(105	)		-			-			-			-			-			(105	)
Advertising expenses		(95,945	)		(302	)		(4,719	)		-			-			(6,902	)		(107,868	)
Conferences		(9,650	)		-			-			-			-			-			(9,650	)
Impairment – digital assets		(791,226	)		(553,339	)		(327	)		(1,972	)		(770	)		(933	)		(1,348,567	)
Gain (loss) on disposal of digital assets		86,588			205,897			28			5,370			12			-			297,895
Balance – December 31, 2022	$	114		$	6,064		$	201		$	-		$	-		$	230		$	6,609
Balance	$	114		$	6,064		$	201		$	-		$	-		$	230		$	6,609
Digital Assets held at December 31, 2022		0.105302			6,314,558			0.011343			-			0.422881			129.648397

Digital Assets Owned By HUMBL Pay Users (SAB 121 disclosure):

Under SAB 121, companies are required to present the asset and liability at fair value for any crypto-assets and obligations to safeguard crypto-assets. The Company earns no revenue from providing this service to their customers. It is simply an added benefit that HUMBL Pay customers receive for using the app. The “Buy Crypto, Earn Rewards” service enables HUMBL Pay app users the ability through a Company maintained digital asset wallet with Wyre to purchase digital assets (cryptocurrency) and earn rewards. These rewards are not paid by the Company, but by Wyre itself. As it can take 5 to 8 business days to physically settle funds in Wyre, there may be delays in digital assets being received by customers and the delivery of BLOCKS to a BitGo. BitGo is a third-party custodian service that provides the custody for the customers’ BLOCKS.

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Upon adoption of this guidance, the Company has reflected the asset and liability related to the user cryptocurrencies safeguarded on the Company’s platform. We do not have any ownership or custody of the digital assets maintained on our platform. We engage the services of Wyre and BitGo to act as the custodians of the digital assets held on our platform. Wyre informed us they will no longer accept any cryptocurrency in our platform effective July 31, 2023. Any funds that remain as of that date, will be considered unclaimed funds, and we expect no SAB 121 amounts to be reflected in the future.

NOTE 10: NOTE PAYABLE - BANK

On March 3, 2022 with the acquisition of Ixaya, the Company assumed a loan with Citibanamex. The loan is due in monthly payments of $7,110 MXN (approximately $350 US$) inclusive of interest and matures in July 2025. As of December 31, 2023 and 2022, the Company has $7,533 and $10,949 outstanding under the loan. As of December 31, 2023, the Company has included $5,022 in current liabilities, and the balance of $2,511 in long-term liabilities.

NOTE 11: NOTES PAYABLE

The Company entered into notes payable as follows as of December 31, 2023 and 2022. The chart below does not include notes payable that were repaid or converted during 2022, 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, 2022 filed April 6, 2023 for a full description of those notes:

SCHEDULE OF NOTES PAYABLE

	December 31, 2023		December 31, 2022
Note payable entered into February 8, 2023 with a maturity date of February 8, 2024 at 12% interest per annum	$	-	$	-
Note payable entered into May 11, 2023, with a maturity date of February 23, 2025 at 4% interest per annum (acquired from a related party lender (see Note 12))		-		-
Note payable entered into November 15, 2022 with a company pursuant to a settlement agreement and mutual release of claims, payments due in 5 equal payments on November 15, 2022, December 15, 2022, January 15, 2023, February 15, 2023 and June 15, 2023 (previously March 15, 2023) (January 2023 and February 2023 payments were made on December 30, 2022 to extend the final payment to June 15, 2023); upon satisfaction of the note payable, the Company will receive back 115,000,000 warrants. In lieu of interest, the company will keep 10,000,000 shares previously issued in exercise of warrants		-		440,000
Total		-		440,000
Less: Discounts		-		-
Less: Current portion		-		(440,000	)
Long-term debt	$	-	$	-

Interest expense for the years ended December 31, 2023 and 2022 was $20,698 and $5,833, respectively. There was $144,888 in accrued interest as of December 31, 2023 as this was acquired along with the $2,700,000 related party note. The lender of the purchased note converted the $2,700,000 of the note for 1,335,308,441 shares of common stock which resulted in a $289,018 loss on conversion.

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NOTE 12: NOTES PAYABLE – RELATED PARTIES

The Company entered into notes payable – related parties as follows as of December 31, 2023 and 2022. The chart below does not include notes payable that were repaid or converted during 2022, 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, 2022 filed April 6, 2023 for a full description of those notes:

	December 31, 2023			December 31, 2022
	December 31, 2024			December 31, 2023
Notes payable ($435,000 and $65,000), at 5% interest, originally maturing April 1, 2022, extended to October 1, 2022 for the acquisition of Monster (see Note 4) with the two principals of Monster; payments due at maturity (increased note balance by $18,000 to the two noteholders for the extension which did not constitute a material modification of a debt instrument). In connection with the sale of the membership interests back to the former owners effective June 30, 2023, $300,000 of these notes were cancelled and the remaining $33,000 were exchanged for 20,000,000 warrants.	$	-		$	333,000
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
Notes payable to the sellers of Tickeri ($5,000,000 each for a total of $10,000,000) at 5% interest due December 3, 2022 (not considered in default by noteholders as this was settled on January 31, 2023)		-			10,000,000
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			-
Notes payable ($271,250 and $215,000), at 3% interest, maturing December 31, 2022, with family relatives of the two principals of Monster; payments due at maturity. These notes are now reflected in liabilities of discontinued operations at December 31, 2022 and have been sold back to the former owners as part of the sale effective June 30, 2023		-			-
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 company whose managing member is related to an officer and director of the Company, at 4% interest, maturing February 22, 2025, payment due at maturity ($300,000 of this note was converted and the remaining $2,700,000 was sold to a third party (see Note 11)		-			3,000,000
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 company whose managing member is related to an officer and director of the Company, at 4% interest, maturing March 31, 2025, payment due at maturity. The balance of $1,150,000 long with accrued interest was exchanged for Series C preferred stock in October 2023.		-			1,500,000
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			-
Note payable with a company whose managing member is related to an officer and director of the Company, at 5% interest, maturing July 26, 2025, payment due at maturity. The balance of $2,000,000 long with accrued interest was exchanged for Series C preferred stock in October 2023.		-			2,000,000
Total		385,500			300,000
Note payable with a company whose managing member is related to an officer and director of the Company, at 6% interest, maturing July 3, 2024, payment due at maturity. The balance of $200,000 long with accrued interest was exchanged for Series C preferred stock in October 2023.		-			-
Less: Current portion		(385,500	)		(200,000	)
Note payable with a company whose managing member is related to an officer and director of the Company, at 5% interest, maturing November 15, 2024, payment due at maturity (represents four draws of the line of credit ($440,000 each) and one draw for $450,000 entered into on November 15, 2022). The balance of $2,650,000 long with accrued interest was exchanged for Series C preferred stock in October 2023.		-			2,200,000
Less: Discount		-			-
Note payable with a company whose managing member is related to an officer and director of the Company, at 6% interest, maturing March 23, 2024, payment due at maturity. The balance of $250,000 long with accrued interest was exchanged for Series C preferred stock in October 2023.		-			-
Long-term debt	$	-		$	100,000
Note payable with a company whose managing member is related to an officer and director of the Company, at 6% interest, maturing July 11, 2024, payment due at maturity. The balance of $50,000 long with accrued interest was exchanged for Series C preferred stock in October 2023.		-			-
Note payable with a company whose managing member is related to an officer and director of the Company, at 6% interest, maturing September 14, 2024, payment due at maturity. The balance of $100,000 long with accrued interest was exchanged for Series C preferred stock in October 2023.		-			-
Note payable 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.		300,000			-
Advance – officer – Ixaya, on demand, no interest		33,685			8,320
Total		333,685			19,041,320
Less: Current portion		(233,685	)		(10,341,320	)
Long-term debt	$	100,000		$	8,700,000

5645

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Maturities of notes payable – related parties as of December 31 is as follows:

2024	$	233,685
2025	$	385,500
2025		100,000
Total	$	385,500
Total	$	333,685

Interest expense for the years ended December 31, ~~2023~~2024 and ~~2022~~2023 was $~~326~~1,~~068~~636 and $~~732~~326,~~729~~068, respectively. There is no$1,636 of accrued interest at ~~December~~ December 31, ~~2023~~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.

~~NOTE~~Effective ~~13:~~April ~~CONVERTIBLE~~1, ~~PROMISSORY~~2024, ~~NOTES~~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 ~~entered~~received ~~into~~$50,000 ~~notes~~in ~~payable~~advances –in ~~related~~the ~~parties~~form ~~as follows as~~ of ~~December~~short-term ~~31,~~loans ~~2023~~during ~~and~~April ~~2022.~~2024 ~~The chart below does not include notes payable – related parties~~ that were repaid orwithin ~~converted~~the ~~during~~same ~~2022~~time period. ~~Refer~~During May toand ~~the~~June ~~Form~~2024, ~~10-K for~~ the ~~year~~Company ~~ended~~entered ~~December~~into ~~31, 2022~~a ~~filed~~few ~~April~~notes 6,payable ~~2023~~with ~~for~~related aparties ~~full~~as ~~description~~described ofabove ~~those~~totaling ~~notes:~~$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, 2023			December 31, 2022
	December 31, 2024			December 31, 2023
Convertible note at 10% interest, maturing July 14, 2022, extended to June 30, 2023 convertible into common shares	$	-		$	1,410,146
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 note at 8% interest, maturing March 17, 2023 convertible into common shares at $1.00 per share.		80,000			1,020,000
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 at 2.5% interest, maturing March 1, 2024 convertible into common shares at $0.012 per share		-			-
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 at 9% interest, maturing February 8, 2024 convertible into common shares at 70% of the Market Price as defined in the convertible note agreement (this note is reclassified to “Derivative Liabilities”)		-			-
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 at 9% interest, maturing March 6, 2024 convertible into common shares at 70% of the Market Price as defined in the convertible note agreement (a portion of this note is reclassified to “Derivative Liabilities”)		-			-
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 at 8% interest, maturing October 25, 2023, net of discount convertible into common shares at $0.0099 per share		-			-
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 due November 23, 2023 convertible into shares at 70% of the Market Price as defined in the convertible note agreement in an amount up to $1,100,000. Company received the first tranche of $110,000, net of discount on February 23, 2023 and the second tranche of $55,000 on April 5, 2023. No interest unless there is an event of default (this note is reclassified to “Derivative Liabilities”)		-			-
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 due March 31, 2024, net of discount convertible into common shares at $0.008 per share		-			-
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 at 9% interest, maturing April 5, 2024 convertible into common shares at 70% of the Market Price as defined in the convertible note agreement (this note is reclassified to “Derivative Liabilities”)		-			-
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 notes 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.		375,000			-
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 due April 28, 2024, net of discount convertible into common shares at $0.008, no interest unless there is an event of default		-			-
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 April 10, 2023, with a maturity date of April 10, 2024, no interest charged unless in default		20,230			-
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 in the amount of $400,000 purchased from another convertible note holder (see above, formerly had a balance of $1,020,000)		-			-
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 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		585,000			-
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 at 9% interest, maturing August 24, 2024 convertible into common shares at 70% of the Market Price as defined in the convertible note agreement		60,000			-
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, maturing September 7, 2024 convertible into common shares at 70% of the Market Price as defined in the convertible note agreement		55,000			-
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 6, 2023, with a maturity date of August 15, 2024, one time interest charge assessed upon issuance		155,870			-
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 15, 2023, with a maturity date of November 15, 2024, one time interest charge assessed upon issuance		205,978			-
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 November 20, 2023, with a maturity date of November 20, 2024, one time interest charge assessed upon issuance		62,150			-
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 entered into December 14, 2023, with a maturity date of December 14, 2024 one time interest charge assessed upon issuance		242,000			-
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)		-			-
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			-
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)		-			-
Convertible note at 8% interest, maturing September 8, 2023 convertible into common shares at $0.012 per share, net of discount		-			222,000
Convertible note payable entered into May 22, 2024, with a maturity date of November 22, 2025, at 10% interest per annum		123,000			-
Total		2,083,228			2,652,146
Convertible note payable entered into December 5, 2024, with a maturity date of September 15, 2025, at 12% interest per annum		93,150			-
Less: Current portion		(1,873,885	)		(2,636,411	)
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		-			-
Less: Discounts		(209,343	)		(15,735	)
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	$	-		$	-

On April 14, 2021 we received bridge financing in the form of a loan in the principal amount of $3,300,000 from Brighton Capital Partners, LLC (“Brighton Capital” or “BCP”) for which we issued them a convertible promissory note due originally on July 14, 2022. The note has since been extended to June 30, 2023 for no consideration and thus it was deemed to not be a material modification to the debt instrument. The note has been fully converted as of June 30, 2023.47

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~~BCP~~On ~~has~~May ~~been~~17, ~~converting~~2021, ~~this~~the ~~note~~Company ~~and~~issued ~~accrued~~a ~~interest~~convertible ~~since~~promissory ~~August~~note ~~16,~~to ~~2022.~~an Ininvestor ~~addition~~for $1,020,000 with ~~they~~an ~~sold~~original aissue ~~portion~~discount of ~~the note (~~$~~300~~20,000~~) to~~, for a ~~third~~term of twenty-~~party,~~two ~~which~~22 ~~has~~months ~~also~~maturing ~~been~~March ~~converted~~17, 2023. The Company ~~issued~~recognized ~~493,668,676~~a ~~shares of common stock~~$20, ~~which includes 86,~~000~~,000~~ ~~issued to~~original aissue ~~third~~discount ~~party~~at ~~that~~inception ~~purchased $300,000~~ of this convertible note. inThis ~~the~~note ~~six~~was ~~months~~purchased ~~ended~~by ~~June~~third ~~30,~~parties ~~2023~~who in ~~conversions~~turn ofconverted the ~~BCP~~entire note., ~~The~~with ~~Company recognized~~the alast ~~loss~~portion ~~on conversions~~ of ~~BCP (and third parties that purchased portions of this~~ the note) converted in ~~the~~November ~~amount of $1,672,555~~2024.

On ~~May~~February 1723, ~~2021~~2023, the Company ~~issued~~entered into a convertible promissory note toin anthe ~~investor~~amount ~~for~~up to $1,~~020~~100,000. ~~with~~On anFebruary 23, 2023, the Company received the first tranche of this note in the amount of $110,000, including $10,000 in original issue discount for net proceeds of $20100,000,. ~~for~~On aApril ~~term~~4, 2023, the Company received the second tranche of ~~twenty-two~~this ~~months~~note ~~maturing~~of ~~March~~$55,000, 17with a $5,000 ~~2023~~original issue discount. ~~The~~On September 7, 2023, the Company ~~recognized~~received a third tranche of $2055,000, with a $5,000 original issue discount. The note is convertible into shares of common stock at ~~inception~~70% of ~~this convertible~~the ~~note~~lowest trading price for the twenty prior trading days. AIn ~~total~~addition, ofthe ~~$940~~Company was required to reserve with the transfer agent,~~000~~ the number of ~~this~~common ~~note~~shares ~~was~~equal ~~purchased~~to bythree ~~third~~times ~~parties~~the ~~who~~number inof ~~turn~~common ~~converted~~shares needed to convert any of the ~~entire~~outstanding amounts ~~$940~~received. This note was reclassified to Derivative Liabilities,~~000~~ see Note 16, ~~leaving~~ as the conversion option qualified as a ~~remaining~~derivative instrument ~~balance~~under ASC 815. As of December 31, 2024, all three notes have been fully converted and $8090,000 onwas converted in the ~~original~~third note in October 2024.

On ~~December~~April 810, ~~2022~~2023, the Company entered into ana 8%Promissory ~~convertible~~Note ~~redeemable note~~ in the amount of $~~222~~59,~~000~~675, with ~~an original issue discount of $14,500, for~~ a term of ~~nine~~twelve months due ~~September~~April 810, ~~2023~~2024, and an original issue discount of $5,425. From the $~~207~~54,~~500~~250 in proceeds received, $74,~~500~~250 was deducted to pay for legal ~~fees~~ ofand ~~the~~due ~~issuer~~diligence fees. The Company received net proceeds of $~~200~~50,000. ~~The~~Following an event of default, the note is convertible into shares of common stock at ~~$0.012~~70% ~~per share.~~of ~~Should~~ the ~~Company~~lowest betrading inprice ~~default~~for ofthe ~~this~~twenty ~~note,~~prior trading days ending on the ~~conversion~~latest ~~price~~complete ~~would~~Trading beDay ~~equal~~prior to the ~~lower~~Conversion Date. ofA ~~(a)~~one-time interest charge of $~~0.012~~7,757 orwas ~~(b)~~added ~~70%~~upon the issuance of the ~~lowest~~ ~~trading~~note. ~~price~~Beginning ~~for~~on ~~the~~May ~~fifteen~~30, ~~prior~~2023 ~~trading~~and ~~days~~for ~~including~~ the ~~day~~next ~~upon~~nine ~~which~~months thereafter, athe ~~conversion~~Company ~~notice~~ is ~~received~~required byto ~~the~~make ~~Company~~monthly amortization payments of $6,743. 20. In addition, the Company was required to reserve with the transfer agent, 7452,~~000~~346,~~000~~491 shares of common stock for this note. ~~The~~This ~~entire amount of this~~ note was ~~converted~~fully inrepaid ~~six tranches~~ in ~~July~~February ~~and August 2023~~2024.

On ~~January~~May 2510, 2023, the Company ~~entered~~issued ~~into~~a ~~an 8%~~ convertible ~~redeemable~~promissory note in the amount of up to $~~138~~800,~~750~~000 ~~with~~to anPacific ~~original~~Lion ~~issue~~LLC ~~discount~~(“Pacific Lion”). ofThe ~~$9,000,~~amount ~~for~~of athe ~~term~~initial oftranche ~~nine~~funded ~~months~~under ~~due~~the ~~October~~note ~~25,~~was ~~2023~~$100,000. ~~From~~The lender has the ~~$129,750~~right inat ~~proceeds~~its ~~received,~~option ~~$4,750~~to ~~was~~fund ~~deducted~~up to ~~pay~~an ~~for legal~~additional ~~fees~~$700,000 ofunder the ~~issuer~~note. The ~~Company~~note ~~received~~bears ~~net~~interest ~~proceeds~~at of6% ~~$125,000.~~per ~~The~~annum ~~note~~and is ~~convertible~~due ~~into~~on ~~shares~~May 10, 2024. Upon completion of an uplisting to a senior stock exchange, the note will automatically convert into common stock at $080% of the uplisting offering price.~~0099~~ ~~per~~In the event an uplisting ~~share,~~does asnot ~~long~~occur asby the ~~note~~maturity isdate ~~not~~or inupon ~~default.~~an ~~Should~~event of default, the ~~Company~~note bewill inbecome ~~default~~convertible at 80% of ~~this~~the ~~note,~~average of the ~~conversion~~closing trade ~~price~~prices ~~would~~during bethe ~~equal~~five totrading days preceding the ~~lower~~ date of ~~(a) $0~~conversion.~~0099~~ orThe ~~(b)~~principal ~~70%~~amount of the ~~lowest~~note ~~trading~~may ~~price~~be ~~for~~prepaid ~~the~~at ~~fifteen~~any ~~prior~~time without ~~trading~~penalty. ~~days~~The ~~including~~foregoing description of the ~~day~~note ~~upon~~does ~~which~~not apurport ~~conversion notice~~to be complete and is ~~received~~qualified in its entirety by reference to the ~~Company~~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 ~~was~~also ~~required~~issued a Warrant to ~~reserve~~Purchase ~~with~~Shares ~~the~~of ~~transfer~~Common ~~agent~~Stock to Pacific Lion on May 10, 572023. The warrant is exercisable for 500,000~~,000~~ shares for a period of ~~common~~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 ~~for~~exchange ~~this~~does ~~note.~~not ~~This~~occur ~~note~~within ~~was~~nine ~~fully~~months ~~converted~~of inthe ~~July~~issuance ~~2023~~date, which did not happen, the warrant was automatically cancelled.

On ~~February~~July 826, 2023, the Company entered into aSecurities 9%Purchase ~~convertible~~Agreements ~~promissory~~with ~~note~~three indifferent investors (the ~~amount~~“Purchase Agreements”). ofPursuant ~~$77,500~~to ~~with~~the anPurchase ~~original issue discount of $9~~Agreements,~~000,~~ ~~for~~the aCompany ~~term~~issued ofthree ~~twelve~~convertible ~~months~~promissory ~~due~~notes ~~February~~in ~~8, 2024. From~~ the ~~$77,500~~original principal inamount ~~proceeds~~of ~~received,~~ $2125,~~500~~000 and ~~was~~three ~~deducted~~warrants to ~~pay~~purchase ~~for legal~~187,500,000 ~~fees~~shares of ~~the~~its ~~issuer.~~common ~~The~~stock ~~Company~~for ~~received~~a ~~net~~total ~~proceeds~~purchase price of $75375,000. The ~~note~~notes isare ~~convertible~~due ~~into~~in ~~shares~~12 ofmonths ~~common~~from ~~stock~~the atissuance ~~70%~~date, ofbear interest at the ~~lowest~~rate of 10% ~~trading~~per ~~price~~annum ~~for~~and ~~the~~have ~~twenty~~a ~~prior~~fixed ~~trading~~conversion ~~days~~price ~~ending~~equal onto the ~~latest~~lowest ~~complete~~closing ~~Trading~~trade ~~Day~~price ~~prior~~of to the ~~Conversion~~common ~~Date.~~stock Inin ~~addition,~~ the ~~Company~~10 ~~was~~days ~~required~~following tothe issuance ~~reserve~~date. ~~with~~The ~~the~~warrants ~~transfer~~are ~~agent,~~exercisable ~~76,884,920~~for ~~shares~~a period of ~~common~~five ~~stock~~years, ~~for~~have ~~this~~a ~~note.~~cashless ~~This~~exercise ~~note~~provision ~~was~~and ~~reclassified to~~an ~~Derivative~~exercise ~~Liabilities,~~price ~~See~~of $0.002 per ~~Note~~share. ~~15,~~Two asof the ~~conversion~~three ~~option~~notes ~~qualified~~were asfully aconverted ~~derivative~~in ~~instrument~~May ~~under~~and ~~ASC~~December ~~815.~~2024, ~~This~~and $90,000 of the third note was ~~fully~~ converted in ~~three tranches in August 2023~~2024.

On ~~February~~August 2324, 2023, the Company ~~entered~~issued ~~into~~ a 9% convertible promissory note in the amount ~~up to $1,100,000. On February 23, 2023, the Company received the first tranche~~ of ~~this note in the amount of~~ $~~110~~60,000, ~~including $10,000 in original issue discount~~ for ~~net~~a ~~proceeds~~term of ~~$100,000. On~~twelve ~~April~~months 4,due ~~2023, the Company received the second tranche of this note of $55,000, with a $5,000 original issue discount. On September~~August 724, ~~2023, the Company received a third tranche of $55,000, with a $5,000 original issue discount~~2024. The note is convertible into shares of common stock at 70% of the lowest trading price for the twenty prior trading days. ~~In addition, the Company was required to reserve~~ending ~~with~~on the ~~transfer~~latest ~~agent,~~complete ~~the~~Trading ~~amount~~Day ofprior ~~common shares equal~~ to ~~three times~~ the ~~number~~Conversion ~~of common shares needed to convert any of the outstanding amounts received~~Date. ~~At September 30, 2023, the reserve equals 175,000,000 shares of common stock for this note.~~ This note was ~~reclassified to Derivative Liabilities, See Note 15, as the conversion option qualified as a derivative instrument under ASC 815. As of December 31, 2023, two of the three notes have been~~ fully converted ~~with~~in ~~tranche~~February ~~three still outstanding~~2024.

On ~~March~~November 16, 2023, the Company issued a ~~noteholder~~Promissory ~~sold~~Note in the amount of $2178,~~925~~250,~~000~~ ofdue ~~their~~August ~~outstanding~~15, ~~related~~2024, ~~party~~and ~~note~~an tooriginal aissue ~~third~~discount of ~~party~~$23,250. The ~~entire~~Company ~~note~~received ~~has~~net ~~been~~proceeds ~~converted into~~of ~~243~~$155,~~750,~~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 March 6, 2023, the Company entered into a 9% convertible promissory note in the amount of $59,250, for a term of twelve months due March 6, 2024. From the $59,250 in proceeds received, $4,250 was deducted to pay for legal fees of the issuer. The Company received net proceeds of $55,000. 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. In addition, the Company was required to reserve with the transfer agent, 61,335,403 shares of common stock for this note. This note was reclassified to Derivative Liabilities, See Note 15, as the conversion option qualified as a derivative instrument under ASC 815. This note was fully converted in August 2023.48

On March 31, 2023, the Company entered into a Convertible Promissory Note in the amount of $150,000 with an original issue discount of $12,500 and a $12,500 interest charge assessed at closing, and a term of twelve months due March 31, 2024. The Company received net proceeds of $125,000. The note is convertible into shares of common stock at $0.008 per share. Beginning on September 30, 2022, the investor has the right to cause note in cash or common stock. If the Company pays in common stock, it may do so 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. In addition, the Company was required to reserve with the transfer agent, 50,000,000 shares of common stock for this note. This note was fully converted in November 2023.

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.

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On ~~April~~November 2815, 2023, wethe Company issued a ~~convertible~~Promissory ~~promissory~~Note ~~note~~ in the amount of $60187,~~000~~253, ~~including~~due aNovember $515,~~000~~ ~~original~~2024. ~~issue~~A ~~discount~~one-time ~~and a $5,000~~ interest charge~~. The Company received net proceeds~~ of $5018,~~000.~~725 ~~The~~was ~~note~~added isto ~~convertible at~~ the ~~lender’s~~note, ~~option~~and atan ~~$0.008~~original ~~per~~issue ~~share. After~~discount ~~six~~of ~~months~~$17,023 ~~the~~was ~~lender~~reflected ~~has~~that ~~the~~provided ~~right~~net toproceeds ~~cause~~of ~~the~~$170,230 ~~Company~~ to ~~redeem the note. After receiving~~ a vendor ~~redemption~~of ~~notice from~~ the ~~lender, the~~ Company ~~has the right~~ to pay ~~the~~outstanding ~~redemption~~invoices ~~amount~~owed ~~in cash or common stock. If we elect~~ to ~~pay in common stock, the conversion price will be 70% of lowest closing trade price of the common stock in the previous 20 trading days~~them. ~~The~~This note ~~may~~has bebeen ~~prepaid~~fully atconverted ~~any~~as ~~time~~of ~~subject to~~December a31, ~~15% premium~~2024. ~~This note was fully converted in November 2023.~~

On ~~May~~November 1020, 2023, the Company issued a ~~convertible~~Promissory ~~promissory~~Note ~~note~~ in the amount of ~~up to~~ $~~800~~62,~~000 to Pacific Lion LLC (“Pacific Lion”). The amount of the initial tranche funded under the note was $100~~150,~~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 onNovember ~~May 10~~20, 2024., ~~Upon~~and ~~completion of~~ an ~~uplisting~~original toissue ~~a senior~~discount ~~stock~~of ~~exchange~~$7,150. ~~the~~The ~~note~~Company ~~will~~received ~~automatically~~net ~~convert~~proceeds ~~into common stock at 80%~~ of ~~the uplisting offering price~~$55,000. InFollowing ~~the event~~ an ~~uplisting does not occur by the maturity date or upon an~~ event of default, the note ~~will~~is ~~become~~ convertible atinto ~~80%~~shares of ~~the average of the closing~~common ~~trade~~stock ~~prices during the five trading days preceding the date of conversion. The principal amount of the note may be prepaid~~ at ~~any~~70% ~~time without penalty. The foregoing description~~ of the ~~note~~lowest ~~does~~trading ~~not~~price ~~purport~~for ~~to be complete and is qualified in its entirety by reference to~~ the ~~note~~twenty ~~which~~prior istrading ~~filed~~days asending ~~Exhibit 10.1 to the Quarterly Report~~ on ~~Form 10-Q for~~ the ~~quarter~~latest ~~ended~~complete ~~March~~Trading ~~31,~~Day ~~2023.~~prior ~~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~~Conversion ~~for 500,000 shares for a period of five years at $0~~Date.10 ~~per~~All ~~share.~~amounts ~~The~~have ~~Company~~been ~~valued~~fully ~~the~~paid ~~warrant~~as ~~at $2,145. In the event that an uplisting to a senior stock exchange does not occur within nine months~~ of ~~the~~December ~~issuance date~~31, ~~the warrant will automatically be cancelled~~2024.

On ~~July~~December 2614, 2023, the Company ~~entered into Securities Purchase Agreements with three different investors (the “Purchase Agreements”). Pursuant to the Purchase Agreements, the Company~~ issued ~~three~~a ~~convertible~~Promissory ~~promissory~~Note ~~notes~~ in the ~~original principal~~ amount of $~~125~~220,000 ~~and~~, ~~three~~due ~~warrants~~December ~~to purchase 187~~14,~~500,000~~ ~~shares~~2024. ofA ~~its~~one-time ~~common~~interest ~~stock for a total purchase price~~ charge of $~~375~~22,000. ~~The~~was ~~notes~~added ~~are~~to ~~due in 12 months from~~ the ~~issuance date~~note, ~~bear~~and ~~interest~~an atoriginal ~~the~~issue ~~rate~~discount of ~~10%~~$20,000 ~~per~~was ~~annum~~reflected ~~and~~that ~~have~~provided anet ~~fixed~~proceeds ~~conversion~~of ~~price~~$200,000 ~~equal~~ to the ~~lowest closing~~ ~~trade~~Company. ~~price~~This ofnote ~~the~~was ~~common~~converted ~~stock~~ in ~~the~~October ~~10 days following the issuance date. The warrants are exercisable for a period of five years, have a cashless exercise provision~~ and anDecember ~~exercise price of $0~~2024.~~002 per share.~~

On ~~August~~December 2419, 2023, the Company ~~entered~~issued ~~into~~ a 9%Promissory ~~convertible~~Note ~~promissory note~~ in the amount of $60220,000, ~~for a term of twelve months due~~ ~~August~~due 24December 19, 2024. ~~The~~A ~~note~~one-time isinterest ~~convertible~~charge ~~into shares~~ of ~~common~~$22,000 was ~~stock~~added atto ~~70% of~~ the ~~lowest~~note, ~~trading~~and ~~price~~an ~~for~~original ~~the~~issue ~~twenty~~discount ~~prior~~of ~~trading~~$20,000 ~~days~~was ~~ending~~reflected onthat ~~the~~provided ~~latest~~net ~~complete~~proceeds ~~Trading~~of ~~Day prior~~ $200,000 to the ~~Conversion Date~~Company.

On ~~November~~January 64, ~~2023~~2024, the Company ~~entered~~issued ~~into~~ a Convertible Promissory Note in the amount of $~~178~~55,~~250~~000, due ~~August 15~~October 30, 2024~~, and an original issue discount of $23,250~~. The ~~Company~~note ~~received~~accrues ~~net~~interest ~~proceeds~~at ~~of $155,000~~9%. ~~Following~~The ~~an event of default, the~~ note is convertible ~~into~~at ~~shares~~a ~~of common~~35% ~~stock~~discount atto ~~70% of~~ the lowest ~~trading~~trade price ~~for~~of the ~~twenty~~common stock ~~prior~~in ~~trading~~the ~~days~~previous ~~ending~~10 ontrading ~~the~~days. ~~latest~~This ~~complete~~note ~~Trading~~was ~~Day~~converted ~~prior~~in toOctober ~~the Conversion Date~~2024.

On ~~November~~February 1512, ~~2023~~2024, the Company ~~entered~~issued ~~into~~ a Promissory Note in the amount of $~~187~~55,~~253~~000, due ~~November~~February 1512, ~~2024~~2025. A one-time interest charge of of $185,~~725~~500 was added to the note, and an original issue discount of $175,~~023~~000 was reflected that provided net proceeds of $~~170~~50,~~230~~000 to athe Company. ~~vendor~~In ofconnection with this note, the Company issued a Warrant to ~~pay~~Purchase ~~outstanding~~Shares ~~invoices~~of ~~owed~~Common toStock ~~them~~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 ~~November~~February 2014, ~~2023~~2024, the Company ~~entered~~issued ~~into~~ a Promissory Note in the amount of $6266,~~150~~000, due November 2015, 2024~~, and an original issue discount of $7,150~~. ~~The~~A ~~Company~~one-time ~~received~~interest ~~net~~charge ~~proceeds~~ of $559,~~000.~~900 ~~Following~~was anadded ~~event~~to ~~of default,~~ the note, isand ~~convertible~~an ~~into~~original ~~shares of~~issue ~~common~~discount ~~stock at 70%~~ of ~~the~~$11,000 ~~lowest~~was ~~trading~~reflected ~~price~~that ~~for~~provided ~~the~~net ~~twenty~~proceeds ~~prior~~of ~~trading~~$55,000 ~~days~~to ~~ending on~~ the ~~latest~~Company. The ~~complete~~note ~~Trading~~was ~~Day~~converted ~~prior to~~in ~~the~~December ~~Conversion Date~~2024.

On ~~December~~February 1422, ~~2023~~2024, the Company ~~entered~~issued ~~into~~ a Promissory Note in the amount of $220,000, due ~~December~~February 1422, ~~2024~~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.

5949

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On ~~December~~March 1913, ~~2023~~2024, the Company ~~entered~~issued ~~into~~ a Promissory Note in the amount of $~~220~~121,000, due ~~December~~March 1913, ~~2024~~2025. A one-time interest charge of $2212,~~000~~ 100 was added to the note, and an original issue discount of $2011,000 was reflected that provided net proceeds of $~~200~~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.

~~All~~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 ~~convertible~~note, ~~promissory~~and ~~notes~~an asoriginal issue discount of ~~December~~$11,000 31was reflected that provided net proceeds of $110,000 ~~2023~~to ~~are~~the ~~due~~Company. In inconnection with this note, the ~~next~~Company ~~fiscal~~issued ~~year~~a Warrant to Purchase Shares of Common Stock for 50,000,000 shares. The warrant is exercisable for three years and ~~therefore~~has ~~all~~an ~~current~~exercise price of $0.001.

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.

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 to derivative liabilities in October 2024).

On April 16, 2024, the Company issued a Promissory Note in the amount of $110,000, due April 16, 2025. A one-time interest charge of $11,000 was added to the note, and an original issue discount of $10,000 that was included in the initial principal balance. The Company received net proceeds of $100,000 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.

On April 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 October 22, 2025 and 40 shares of Series C Preferred Stock. An original issue discount of $11,000 on the note was included in the initial principal balance. The Company received $112,000 in net proceeds in connection with this transaction. This convertible note was reclassified to derivative liabilities in October 2024).

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 of the convertible promissory notes as of December 31, 2024 are due in the next fiscal year, and therefore are current.

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

Interest expense for the years ended December 31, ~~2023~~2024 and ~~2022~~2023 was $~~223~~98,~~678~~ 761 and $~~434~~223,~~245~~678, respectively. Amortization of debt discount, and original issue discount was $~~375~~292,~~371~~ 874 and $~~422~~375,~~413~~ 371 for the years ended December 31, ~~2023~~2024 and ~~2022~~2023, respectively. Accrued interest at December 31, 2024 and 2023 was $~~232~~188,~~428~~629 and $377,316, respectively.

~~The Company recognized a loss on conversion of notes of $2,896,068 and $753,858 for the years ended December 31, 2023 and 2022, respectively.~~50

NOTE 14: CONVERTIBLE PROMISSORY NOTES – RELATED PARTIES

The Company entered into convertible notes payable – related parties as follows as of December 31, 2023 and 2022. The chart below does not include convertible notes payable – related parties that were repaid or converted during 2022. Refer to the Form 10-K for the year ended December 31, 2022 filed April 6, 2023 for a full description of those notes:

SCHEDULE OF CONVERTIBLE PROMISSORY NOTES RELATED PARTIES

	December 31, 2023			December 31, 2022
Monster Creative purchase – June 30, 2021	$	1,381,830		$	7,500,000
Less: Current portion		(1,381,830	)		(7,500,000	)
Long-term debt	$	-		$	-

All of the convertible promissory notes – related parties are in default and reflected in current liabilities as of December 31, 2023.

On June 30, 2021, the Company acquired Monster Creative, LLC. The Monster Purchase Price included: (a) a convertible note to Phantom Power, LLC in the amount of $6,525,000 that bears interest at 5% per annum, and was to mature December 31, 2022, convertible into the Company’s common stock; and (b) a convertible note to Kevin Childress in the amount of $975,000 that bears interest at 5% per annum, and was to mature December 31, 2022, convertible into the Company’s common stock. During the six months ended June 30, 2023, the Company converted $361,413 of the $975,000 note and sold the remaining $613,587 to a third party, who since converted the entire amount. Of the $5,525,000 note, the noteholder sold $2,925,000 to a third party who since converted the entire amount and converted $900,000 of this note. In the securities purchase agreement entered into effective June 30, 2023, $1,000,000 of the remaining balance of the note was cancelled, leaving a balance of $2,308,830. Of this amount $225,000 was sold to a third party and converted in August 2023, $702,000 was sold to a third party and converted in October 2023, leaving a balance outstanding of $1,381,830.

The Company evaluated the terms of the convertible notes and determined that there were no terms that would necessitate the recognition of any derivative liabilities.

Interest expense for the years ended December 31, 2023 and 2022 was $162,085 and $375,000, respectively.

NOTE 15: DERIVATIVE LIABILITIES

The Company entered into several convertible notes payable during the nine months ended September 30, 2023, that terms include variable conversion prices (see Note 13). The Company evaluated these terms and determined that the conversion option on the convertible notes payable contained characteristics that required the Company to classify them as derivative liabilities. The Derivative Instruments have been accounted for utilizing ASC 815 “Derivatives and Hedging.” The Company has incurred a liability for the estimated fair value of Derivative Instruments. The estimated fair value of the Derivative Instruments has been calculated using the Black-Scholes fair value option-pricing model with key input variables provided by management, as of the date of issuance, with changes in fair value recorded as gains or losses on revaluation in other income (expense).

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The Company recognized a loss on conversion of notes of $4,596,585 and $2,896,068 for the years ended December 31, 2024 and 2023, respectively.

NOTE 15: CONVERTIBLE PROMISSORY NOTES – RELATED PARTIES

The Company issued convertible notes payable – related parties as follows as of December 31, 2024 and December 31, 2023. The chart below does not include convertible notes payable – related parties 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
Monster Creative purchase – June 30, 2021	$	421,830		$	1,381,830
Less: Current portion		(421,830	)		(1,381,830	)
Long-term debt	$	-		$	-

The convertible promissory notes – related parties are in default and reflected in current liabilities as of December 31, 2024 and 2023.

The Company evaluated the terms of the convertible notes and determined that there were no terms that would necessitate the recognition of any derivative liabilities.

Interest expense for the years ended December 31, 2024 and 2023 was $29,911 and $162,085, respectively.

NOTE 16: DERIVATIVE LIABILITIES

The Company entered into several convertible notes payable, that terms include variable conversion prices (see Note 14). The Company evaluated these terms and determined that the conversion option on the convertible notes payable contained characteristics that required the Company to classify them as derivative liabilities. The Derivative Instruments have been accounted for utilizing ASC 815 “Derivatives and Hedging.” The Company has incurred a liability for the estimated fair value of Derivative Instruments. The estimated fair value of the Derivative Instruments has been calculated using the Black-Scholes fair value option-pricing model with key input variables provided by management, as of the date of issuance, with changes in fair value recorded as gains or losses on revaluation in other income (expense).

The Company identified embedded features in some of the agreements which were classified as liabilities. These embedded features included a variable conversion price that would convert those instruments into a variable number of common shares. The accounting treatment of derivative financial instruments requires that the Company treat the instrument as liability and record the fair value of the instrument as derivatives as of the inception date of the instrument and to adjust the fair value of the instrument as of each subsequent balance sheet date.

The Company determined the derivative liabilities to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate the fair value as of December 31, ~~2023~~2024. The Black-Scholes model requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate.

Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each warrant is estimated using the Black-Scholes valuation model. The following assumptions were used on December 31, 2023 and at inception:51

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	Year Ended December 31, 2023			Inception
	Year Ended December 31, 2024			Inception
Expected term		0.2025 –- 1.00 years			0.75 – 1.00 years
Expected volatility		~~118~~145% - ~~156~~404	%		120% – 125	%
Expected dividend yield		-			-
Risk-free interest rate		43.8598 –- 54.5516	%		4.85	%
Market price	$	0.~~0007~~0002 – $0.~~013~~001		$	0.0078 - $0.013

The Company’s derivative liabilities as of December 31, ~~2023~~2024 and ~~inception~~December 31, 2023 associated with the offerings are as follows.

SCHEDULE OF DERIVATIVE LIABILITY

	December 31, 2023		December 31, 2022		Inception
	December 31, 2024		December 31, 2023
Fair value of conversion option on February 8, 2023 note (see Note 13)	$	-		-	$	122,025
Fair value of conversion option on September 7, 2023 note (see Note 14)	$	-	$	63,316
Fair value of conversion option on February 23, 2023 note (see Note 13)		-		-		127,100
Fair value of conversion option on April 15, 2024 note (see Note 14)		170,185		-
Fair value of conversion option on March 6, 2023 note (see Note 13)		-		-		47,919
Fair value of conversion option on April 22, 2024 note (see Note 14)		168,801		-
Fair value of conversion option on April 5, 2023 note (see Note 13)		-		-		59,133
Derivative liabilities	$	338,986	$	63,316
Fair value of conversion option on September 7, 2023 note (see Note 13)		63,316		-		66,515
Derivative liabilities	$	63,316	$	-	$	422,692

Activity related to the derivative liabilities for the ~~year~~period ended December 31, ~~2023~~2024 is as follows:

Beginning balance as of December 31, 2022	$	-
Beginning balance as of December 31, 2023	$	63,316
Bifurcation of conversion option on convertible notes payable		~~422~~245,~~692~~000
Reclassification to equity upon conversion of convertible notes payable		(315,425	)
Derivative expense		79,025
Change in fair value of derivative liabilities		(43,951	)
Reduction of loss on conversion of note payable due to final conversion of that note		(33,082	)
Ending balance as of December 31, 2023	$	63,316
Change in fair value of derivative liabilities		(15,273	)
Ending balance as of December 31, 2024	$	338,986

~~There~~NOTE ~~were~~17: noSTOCKHOLDERS’ ~~derivative~~EQUITY ~~liabilities in the year ended December 31, 2022.~~(DEFICIT)

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NOTE 16: STOCKHOLDERS’ EQUITY (DEFICIT)

Preferred Stock

As of December 31, ~~2023~~2024 and ~~2022~~2023, the Company has 10,000,000 shares of Preferred Stock authorized, designated as follows: 7,000,000 shares of Series A Preferred Stock authorized, 570,000 shares of Series B Preferred Stock, ~~and~~ 20,000 shares of Series C Preferred Stock, and 250,000 shares of Series D Preferred Stock authorized. All shares of preferred stock have a par value of $0.00001.

Series A Preferred Stock

Dividends. Shares of Series A Preferred Stock shall be entitled to receive, out of funds legally available for that purpose, on the same terms and conditions as that of holders of common stock, as may be declared by the Board of Directors.

Conversion. There are no conversion rights.

Redemption. Subject to certain conditions set forth in the Series A Certificate of Designation, in the event of a Change of Control (defined in the Series A Certificate of Designation as the time at which as a third party not affiliated with the Company or any holders of the Series A Preferred Stock shall have acquired, in one or a series of related transactions, equity securities of the Company representing more than fifty percent 50% of the outstanding voting securities of the Company), the Company, at its option, will have the right to redeem all or a portion of the outstanding Series A Preferred Stock in cash at a price per share of Series A Preferred Stock equal to 100% of the liquidation value.

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Voting Rights. Holders of Series A Preferred Stock are entitled to vote on all matters, together with the holders of common stock, and have the equivalent of one thousand (1,000) votes for every share of Series A Preferred Stock held.

Liquidation. Upon any liquidation, dissolution, or winding-up of the Company, whether voluntary or involuntary, the holders of Series A Preferred Stock shall be entitled to receive out of the assets, whether capital or surplus, of the Company an amount equal to the liquidation value of the Series A Preferred Stock before any distribution or payment shall be made to the holders of any junior securities, and if the assets of the Company is insufficient to pay in full such amounts, then the entire assets to be distributed to the holders of the Series A Preferred Stock shall be ratably distributed among the holders in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full.

The 7,000,000 shares were issued to a former officer of the Company and assigned to the new CEO at the time of the reverse merger of HUMBL.

Series B Preferred Stock

Prior to the amendment of the Certificate of Incorporation on October 29, 2021, the criteria established for the Series B Preferred Stock was as follows:

Dividends. Shares of Series B Preferred Stock shall be entitled to receive, out of funds legally available for that purpose, on the same terms and conditions as that of holders of common stock, as may be declared by the Board of Directors.

Conversion. Each share of Series B Preferred Stock shall be convertible at the option of the holder thereof at any time after December 3, 2021 at the office of the Company or any transfer agent for such stock, into ten thousand (10,000) fully paid and nonassessable shares of common stock subject to adjustment for any stock split or distribution of securities or subdivision of the outstanding shares of common stock.

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Redemption. Subject to certain conditions set forth in the Series B Certificate of Designation, in the event of a Change of Control (defined in the Series B Certificate of Designation as the time at which as a third party not affiliated with the Company or any holders of the Series B Preferred Stock shall have acquired, in one or a series of related transactions, equity securities of the Company representing more than fifty percent 50% of the outstanding voting securities of the Company), the Company, at its option, will have the right to redeem all or a portion of the outstanding Series B Preferred Stock in cash at a price per share of Series B Preferred Stock equal to 100% of the liquidation value.

Voting Rights. Holders of Series B Preferred Stock are entitled to vote on all matters, together with the holders of common stock, and have the equivalent of ten thousand (10,000) votes for every share of Series B Preferred Stock held.

Liquidation. Upon any liquidation, dissolution, or winding-up of the Company, whether voluntary or involuntary, the holders of Series B Preferred Stock shall be entitled to receive out of the assets, whether capital or surplus, of the Company an amount equal to the liquidation value of the Series B Preferred Stock before any distribution or payment shall be made to the holders of any junior securities, and if the assets of the Company is insufficient to pay in full such amounts, then the entire assets to be distributed to the holders of the Series B Preferred Stock shall be ratably distributed among the holders in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full.

~~HUMBL~~During ~~exchanged~~the ~~100%~~years ofended ~~their~~December ~~membership~~31, ~~interests~~2024 ~~for~~and ~~552~~2023,~~029~~ ~~shares~~there ofwere ~~newly~~30,784 ~~created~~and ~~Series~~36,284 Bshares ~~Preferred~~of ~~Stock. The~~ Series B Preferred ~~shares were~~Stock ~~issued~~converted tointo ~~the respective members of HUMBL following the approval by FINRA of the one-for-four reverse stock split of the common~~307,840,000 ~~shares~~ and ~~the increase in the authorized common shares to 7~~362,~~450~~840,000~~,000~~ shares. ~~The~~of ~~FINRA approval for both the increase in the authorized~~ common ~~shares and reverse~~ stock ~~split occurred on February 26~~, ~~2021~~respectively. ~~These shares that were issued in the reverse merger had a value of $39,967.~~

~~These~~As ~~shares have a lock-up provision that prevents the holders to convert into common stock for a period~~ of ~~one-year from the date of the merger of~~ December 331, ~~2020~~2024, ~~with~~ the ~~exception~~Company ofhas ~~those held by the CEO who had a two-year lock up provision. In addition~~349,091 ~~officers and directors that received these~~ shares ~~are subject to strict selling limitations, where the number~~ of ~~shares~~Series ~~sold~~B ~~within~~Preferred ~~the~~Stock ~~preceding three~~issued ~~months cannot exceed the greater of: (a) 1% of the total outstanding common shares;~~ and ~~(b) the average weekly reported trading volume for the previous four weeks~~outstanding.

On February 26, 2021, the Company issued 493 shares of Series B Preferred Stock for services rendered that were cancelled. On April 15, 2021, the Company revised their issuances and issued with an effective date of March 31, 2021, 2,272 Series B Preferred shares for services rendered. Of the 2,272 shares issued, 528 are vested immediately, 1,219 are vested over one year, and 525 are vested over two years. The vesting period commenced January 1, 2021. All of the Series B Preferred Shares issued have one-year lock up provisions to convert into common stock from the date of the merger of December 3, 2020. These shares have been fully expensed as of December 31, 2022.

Between May 3 and May 6, 2021, the Company’s CEO converted 79,625,000 shares of common stock into 7,962 Series B Preferred shares. These shares are subject to a lock-up provision whereby the CEO has agreed not to convert these Series B shares to common for a period of two years.

On July 6, 2021, the CEO of the Company cancelled 9,350 shares of Series B Preferred Stock (93,500,000 if converted into common stock) for no consideration.

On November 19, 2021, the Company paid $215, to redeem 215 Series B Preferred Shares.

In December 2021, there were 7,939 Series B Preferred shares converted into 79,390,000 common shares.

On March 17, 2022, the CEO of the Company cancelled 4,900 shares of Series B Preferred Stock (49,000,000 if converted into common stock) and on September 21, 2022, the Company’s CEO cancelled 45,000 Series B Preferred shares (the equivalent of 450,000,000 common shares) for no consideration.

During the year ended December 31, 2022, there were 79,762 shares of Series B Preferred Stock converted into 797,620,000 common shares.

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For the three months ended March 31, 2023, there were 15,984 shares of Series B Preferred Stock converted into 159,840,000 common shares.

For the three months ended June 30, 2023, there were 9,795 shares of Series B Preferred Stock converted into 97,950,000 common shares.

There was no activity in the three months ended September 30, 2023.

For the three months ended December 31, 2023, there were 10,505 shares of Series B Preferred Stock converted into 105,050,000 common shares.

As of December 31, 2023, the Company has 379,875 shares of Series B Preferred Stock issued and outstanding.

Series C Preferred Stock

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On October 24, 2023, the Company filed a Certificate of Designation with the State of Delaware to designate 20,000 shares to be authorized for Series C Preferred Stock.

The criteria established for the Series C Preferred Stock was as follows:

Dividends. Shares of Series C Preferred Stock shall not be entitled to receive any dividend.

Conversion. (a) Automatic Conversion – upon such time the Company shall become listed on a national securities exchange, the Series C Preferred stock shall automatically convert into shares of the Company’s common stock at a conversion price equal to a 25% discount to the public offering price, if the uplist occurs in connection with an underwriters effective registration statement registering the offer and sale of the Company’s common stock, or, in the event that the uplist occurs without a public offering, then the conversion rate shall be a 25% discount to the opening trading price on such national securities exchange. In connection with a public offering, each holder hereby consents to a cutback and/or lockup not to exceed 180 calendar days of its as-converted common stock if such cutback and/or lockup is required by the underwriter of the public offering; and (b) Voluntary Conversion – after the two year anniversary of the issuance of any share of Series C Preferred Stock, and provided that an uplist has not been consummated, the holder may convert their shares of Series C Preferred Stock, at their sole and absolute discretion into shares of common stock at the then fair market value of the common stock.

Redemption. The Series C Preferred Stock shall not be subject to mandatory redemption.

Voting Rights. Holders of Series C Preferred Stock shall have no voting rights.

Liquidation. In the event of any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary (“Liquidation Event”), before any distribution or payment shall be made to the holders of the Series C Preferred Stock, and after the distribution or payment to the Series A Preferred Stock and Series B Preferred Stock, in accordance with their respective terms, the holders of the Series C Preferred Stock shall be entitled to receive an amount per share equal to the sum of the initial issuance price applicable to such Series C Preferred Stock for each outstanding share of Series C Preferred Stock plus any declared but unpaid dividends on such share. The initial issuance price shall mean $1,000 per share (as adjusted for stock splits, stock dividends, recapitalizations, and similar transactions). If upon, any Liquidation Event, the assets of the Company shall be insufficient to make payment in full to the holders of the Series C Preferred Stock of the applicable Liquidation Preference, then such assets shall be distributed among the holders of the Series C Preferred Stock at the time outstanding, ratably in proportion to the full preferential amounts to which they would otherwise be entitled.

In the period October 24, 2023 through December 31, 2023, the Company issued 12,280 shares of Series C Preferred Stock for cash, exchange of debt and exchange of warrants. ~~The 12,280 shares are outstanding as of December 31, 2023.~~

64During the three months ended June 30, 2024, the Company issued 70 shares of Series C Preferred Stock in connection with financing activities.

As of December 31, 2024, there are 12,350 shares of Series C Preferred Stock issued and outstanding.

Series D Preferred Stock

On July 16, 2024, the Company designated a new Series D Preferred Stock and authorized the issuance of up to 250,000 shares of this new series. The Series D Preferred Stock is not convertible into common stock and each share issued enables the holder to vote at a ratio of 500,000 common votes for 1 share of Series D Preferred Stock. Also on July 16, 2024, the Company issued 100,000 shares of Series D Preferred Stock to their CEO for compensation. The value of these shares is $250,000 as this value represents typical CEO compensation for a one-year period.

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Common Stock

The Company has 2250,~~500~~000,000,000 shares of common stock, par value $0.00001, authorized. The Company has 1132,~~263~~748,~~429~~842,~~223~~520 and 211,~~182~~263,~~343~~429,~~775 shares~~223 shares issued and outstanding as of December 31, ~~2023~~2024 and ~~2022~~2023, respectively. On May 26, 2023 the Board of Directors agreed to increase ~~the~~ the number of common shares authorized from 7,450,000,000 shares to 12,500,000,000 shares. The stockholders approved this action on May 29, 2023. This action became effective on July 27, 2023. On January 26, 2024, the Board of Directors agreed to increase the authorized ~~common~~ common shares to 22,500,000 shares. On October 1, 2024, the Company increased its authorized common shares to 50,000,000,000 shares pursuant to the Definitive 14C filed in September 2024.

In the three months ended March 31, 2022, the Company: (a) issued 4,000,000 shares in a settlement; (b) 10,000,000 shares in the exercise of warrants; (c) 13,200,000 shares in the asset purchase of BizSecure (also granted 26,800,000 restricted stock units in this acquisition); (d) 8,962,036 shares in the acquisition of Ixaya; (e) 675,000 shares for services rendered; (f) 37,374,170 shares issued for the exchange of notes payable and accrued interest; and (g) 220,640,000 shares issued in conversion of 22,064 Series B Preferred stock. In addition, the Company cancelled 825,000 shares.

During the three months ended March 31, 2022, the Company expensed $1,440,464 related to shares issued to consultants and advisors for services as noted above, leaving $4,626,417 of stock-based compensation yet to be expensed as of March 31, 2022. The Company has reduced their obligation to issue common stock by 1,120,176 shares and as of March 31, 2022 has an obligation to issue 198,750 shares valued at $26,831. These shares were issued in April 2022.

In the three months ended June 30, 2022, the Company: (a) issued 198,750 shares for services rendered; and (b) issued 224,510,000 shares in conversion of 22,451 Series B Preferred stock.

During the three months ended June 30, 2022, the Company expensed $1,216,115 related to shares issued to consultants and advisors for services as noted above, leaving $3,410,302 of stock-based compensation yet to be expensed as of June 30, 2022. The Company has reduced their obligation to issue common stock by 198,750 shares and as of June 30, 2022 has an obligation to issue 198,750 shares valued at $10,236. These shares were issued in July 2022.

In the three months ended September 30, 2022, the Company: (a) issued 11,698,750 shares for services rendered; (b) issued 208,010,000 shares in conversion of 20,801 Series B Preferred stock; (c) 30,338,978 shares for conversion of notes payable valued at $800,000, and recognized a loss on conversion of these shares in the amount of $305,967; and (d) the Company redeemed 1,000,000 shares of common stock in a settlement. In September 2022, the Company received $425,000 from three investors as part of a total of $575,000 for 38,333,333 shares and 76,666,666 warrants with a strike price of $0.03 and $0.04 (38,333,333 each). The remaining $150,000 was received in October 2022 and the shares were issued in October 2022. The Company has included the $425,000 in additional paid in capital as of September 30, 2022.

During the three months ended September 30, 2022, the Company expensed $1,192,808 related to shares issued to consultants and advisors for services as noted above, leaving $2,217,494 of stock-based compensation yet to be expensed as of September 30, 2022. The Company has reduced their obligation to issue common stock by 198,750 shares and as of September 30, 2022 has an obligation to issue 198,750 shares valued at $4,969. These shares were issued in October 2022.

In the three months ended December 31, 2022, the Company: (a) issued 168,750 shares for services rendered; (b) issued 144,460,000 shares in conversion of 14,446 Series B Preferred stock; (c) 111,073,302 shares for conversion of notes payable valued at $1,537,745, and recognized a loss on conversion of these shares in the amount of $753,858; and (d) the Company issued 72,352,940 shares of common stock with 11 different investors for $615,000, and issued 76,666,666 shares of common stock for $575,000.

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During the three months ended December 31, 2022, the Company expensed $1,032,748 related to shares issued to consultants and advisors for services as noted above, leaving $1,184,746 of stock-based compensation yet to be expensed as of December 31, 2022. The Company has reduced their obligation to issue common stock by 198,750 shares and as of December 31, 2022 has an obligation to issue 168,750 shares valued at $1,585. These shares were issued in January 2023.

In the three months ended March 31, 2023, the Company: (a) issued 40,418,750 shares for services rendered; (b) issued 159,840,000 shares in conversion of 15,984 Series B Preferred stock; (c) 527,274,658 shares for conversion of notes payable valued at $4,855,141, and recognized a loss on conversion of these shares in the amount of $427,740; (d) the Company issued 90,000,000 shares of common stock in the acquisition of BM Authentics; and (e) 5,433,656 shares of common stock in settlement with Tickeri on the disposal of that entity.

During the three months ended March 31, 2023, the Company expensed $1,135,579 related to shares issued to consultants and advisors for services as noted above, leaving $49,167 of stock-based compensation yet to be expensed as of March 31, 2023. The Company has reduced their obligation to issue common stock by 90,418,750 shares and as of March 31, 2023 has no obligation to issue shares. In addition, the Company recognized $206,032 in BCF discounts on convertible notes and the Company’s CEO contributed $50,000 during the three months ended March 31, 2023.

In the three months ended June 30, 2023, the Company: (a) issued 250,000 shares for services rendered valued at $1,925; (b) issued 97,950,000 shares in conversion of 9,795 Series B Preferred stock; (c) 776,645,700 shares for conversion of notes payable and accrued interest valued at $3,219,683, and recognized a gain on conversion of these shares in the amount of $799,573; (d) sold 147,500,000 shares of common stock for $360,050; (e) exchanged 38,333,333 warrants for 76,666,666 shares of common stock for no consideration and recognized a charge to the consolidated statement of operations equal to the value of the common shares of $460,000; and (f) issued 3,350,000 shares of common stock for vested RSUs to BizSecure.

During the three months ended June 30, 2023, the Company expensed $36,875 related to shares issued to consultants and advisors for services as noted above, leaving $12,292 of stock-based compensation yet to be expensed as of June 30, 2023.

In the three months ended September 30, 2023, the Company: (a) issued 428,631,922 shares for services rendered valued at $861,100; (b) 2,460,231,239 shares for conversion of notes payable and accrued interest valued at $4,198,292, and recognized a loss on conversion of these shares in the amount of $897,257; (c) 127,000,000 shares of common stock in a settlement with BizSecure for $406,400; and (d) issued 3,350,000 shares of common stock for vested RSUs to BizSecure.

During the three months ended September 30, 2023, the Company expensed $12,292 related to shares issued to consultants and advisors for services as noted above, leaving $0 of stock-based compensation yet to be expensed as of September 30, 2023.

In the three months ended December 31, 2023, the Company: (a) issued 78,350,000 shares for services rendered valued at $175,355; (b) 3,611,142,857 shares for conversion of notes payable and accrued interest valued at $4,027,643 that includes a loss on conversion of these shares in the amount of $2,420,643; (c) 342,000,000 shares of common stock in a cashless exchange of warrants; and (d) issued 105,050,000 shares of common stock in conversion of 10,505 Series B Preferred shares.

In the three months ended March 31, 2024, the Company: (a) issued 50,000,000 shares for services rendered valued at $40,000; (b) 1,174,627,010 shares for conversion of notes payable and accrued interest valued at $994,701 that includes a loss on conversion of these shares in the amount of $331,905; (c) 589,950,000 shares of common stock in a cashless exchange of warrants; and (d) issued 80,320,000 shares of common stock in conversion of 8,032 Series B Preferred shares.

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In the three months ended June 30, 2024, the Company: (a) issued 40,000,000 shares for services rendered valued at $28,000; (b) 2,658,126,241 shares for conversion of notes payable and accrued interest valued at $1,531,152 that includes a loss on conversion of these shares in the amount of $931,608; (c) 350,000,000 shares of common stock in a cashless exchange of warrants; and (d) issued 35,000,000 shares of common stock in conversion of 3,500 Series B Preferred shares.

In the three months ended September 30, 2024, the Company: (a) issued 55,000,000 shares for services rendered valued at $20,500; (b) 1,907,115,384 shares for conversion of notes payable and accrued interest valued at $527,924 that includes a loss on conversion of these shares in the amount of $263,948; (c) issued 14,150,000 shares of common stock in conversion of 1,415 Series B Preferred shares; and (d) 700,000,000 shares in a settlement with a former consultant valued at $210,000.

In the three months ended December 31, 2024, the Company: (a) issued 70,000,000 shares for services rendered valued at $14,000; (b) 10,825,853,467 shares for conversion of notes payable and accrued interest valued at $5,458,193 that includes a loss on conversion of these shares in the amount of $3,398,459; (c) issued 178,370,000 shares of common stock in conversion of 17,837 Series B Preferred shares; and (d) 2,756,901,195 shares in a settlement with a former consultant valued at $636,380.

Stock Incentive Plan

On July 21, 2021, the Company established the HUMBL, Inc. 2021 Stock Incentive Plan (the “Plan”) for a total issuance not to exceed 20,000,000 shares of common stock. The purpose of the Plan is to promote the long-term growth and profitability of the Company by (i) providing key people with incentives to improve stockholder value and to contribute to the growth and financial success of the Company, and (ii) enabling the Company to attract, retain and reward the best-available persons.

The Plan permits the granting of Stock Options (including incentive stock options qualifying under Code Section 422 and nonqualified stock options), Stock Appreciation Rights, restricted or unrestricted Stock Awards, Restricted Stock Units, Performance Awards, other stock-based awards, or any combination of the foregoing.

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Warrants

Warrants issued in ~~2023~~2024 and ~~2022~~2023 consisted of the following:

On September 29, 2022, the Company entered into subscription agreements with investors whereby the Company issued 38,333,333 shares of common stock (issued in October 2022) and granted three-year warrants expiring September 29, 2025 for 38,333,333 warrants at $0.03 per share and 38,333,333 warrants at $0.04 per share. The Company received $425,000 in proceeds as of September 30, 2022 with the remaining $150,000 in proceeds received in October 2022. These warrants were cancelled on December 14, 2022.

Between November 7, 2022 and ending November 13, 2022 with 11 different investors issued warrants to purchase 36,176,471 shares of its common stock. The Warrants are exercisable for a period of three years, have a cashless exercise provision and have an exercise price of $0.017 per share.

On December 14, 2022 with 4 different investors issued warrants to purchase 38,333,333 shares of its common stock. The Warrants are exercisable for a period of three years, have a cashless exercise provision and have an exercise price of $0.012 per share.

On May 10, 2023, the Company issued 500,000 warrants with a term of five years at an exercise price of $0.10. The warrants were immediately vested and valued at $2,145.

On May 15, 2023, the Company issued 125,000,000 warrants with a five-year ~~term~~ 5term and $0.005 exercise price in connection with a common share issuance.

On June 30, 2023, the Company issued 115,000,000 warrants with the former partners of Monster to settle all claims upon the sale of Monster back to the original owners. These warrants have a five -year ~~term~~5 term and an exercise price of $0.05 per share.

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.

On November 17, 2023, the Company issued 43,000,000 warrants with an exercise price of $0.0011 that expire December 31, 2027 in exchange for the cancellation of 105,000,000 warrants issued on December 4, 2020 and the issuance of 2,500 Series C Preferred shares valued at $33,485.

On December 14, 2023, the Company issued 100,000,000 warrants with a strike price of $0.001 that expire December 14, 2026 in the issuance of a note payable in the amount of $220,000.

On December 19, 2023, the Company issued 100,000,000 warrants with a strike price of $0.001 that expire December 19, 2026 in the issuance of a note payable in the amount of $220,000.

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On January 31, 2024, the Company issued 100,000,000 warrants with a strike price of $0.001 that expire January 31, 2027 in the issuance of a note payable.

On February 12, 2024, the Company issued 25,000,000 warrants with a strike price of $0.001 that expire February 12, 2027 in the issuance of a note payable.

On March 12, 2024, the Company issued 50,000,000 warrants with a strike price of $0.001 that expire March 12, 2027 in the issuance of a note payable.

On March 26, 2024, the Company issued 50,000,000 warrants with a strike price of $0.001 that expire March 26, 2027 in the issuance of a note payable.

On April 8, 2024, the Company issued 75,000,000 warrants with a strike price of $0.0008 that expire April 8, 2027 for $111,000.

On April 16, 2024, the Company issued 50,000,000 warrants with a strike price of $0.001 that expire April 16, 2027 in the issuance of a note payable.

On May 22, 2024, the Company issued 500,000,000 warrants with a strike price of $0.0006 that expire May 22, 2029 in the issuance of a note payable.

On May 24, 2024, the Company issued 45,000,000 warrants with a strike price of $0.00075 that expire May 24, 2029 in the restructuring of a note payable.

The following represents a summary of the warrants:

SCHEDULE OF WARRANTS ACTIVITIES

Year Ended December 31, 2023

Year Ended December 31, 2022

Year Ended December 31, 2024

Year Ended December 31, 2023

Number

Weighted Average Exercise Price

Number

Weighted Average Exercise Price

Beginning balance

~~347~~1,~~234~~101,509,804

0.~~26265~~03257

~~283~~347,~~650~~234,~~000~~804

0.~~32627~~26265

Granted

1895,~~046,~~000,000

0.~~00745~~00075

~~151~~1,~~176~~046,~~470~~000,000

0.~~02486~~00745

Exercised

(~~50,000,000~~-

)

(1050,000,000

)

~~0.20~~-

Forfeited/Exchanged

(~~220~~263,000,000

)

(77220,~~366~~000,~~666~~000

)

Expired

(~~21,725,000~~-

)

(~~225~~21,725,000

)

Ending balance

1,~~101~~733,509,804

0.~~03257~~0206

~~347~~1,~~234~~101,509,804

0.~~26265~~03257

Intrinsic value of warrants

-102,250

Weighted Average Remaining Contractual Life (Years)

3.9919

13.5799

As of December 31, 2024 and 2023, 1,733,509,804 and 1,101,509,804 warrants are vested.

For the years ended December 31, ~~2023~~2024 and ~~2022~~2023, the Company incurred stock-based compensation expense of $3,~~828~~826,~~624~~479 and $73,~~162~~828,~~889~~624, respectively for the warrants in accordance with ASC 718-10-50-1 and ASC 718-10-50-2. The fair value of the grants ~~were~~was calculated based on the black-scholes calculation using the assumptions reflected in the chart below for both the service-based grants and the performance-based grants.

As of December 31, ~~2023~~2024, there remains unrecognized stock-based compensation expense related to these warrants of $95,~~142~~315,~~095~~617 comprising of service-based grants through June 30, 2026.

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Options

~~Options~~As of December 31, 2024, 5,000,000 of the May 26, 2022 options as well as 630,000 options issued in ~~2023~~2021 ~~and~~have ~~2022~~been ~~consisted~~forfeited. As of ~~the~~December 31, ~~following:~~2024, 3,660,000 options are exercisable.

On May 26, 2022, the Company granted 8,660,000 stock options to employees. These options have a term of 10 years and are exercisable into shares of common stock at a price of $0.0983 per share.

As of December 31, 2023, 5,000,000 of the May 26, 2022 options as well as 630,000 options issued in 2021 have been forfeited. As of December 31, 2023, 3,036,667 options are exercisable.

SUMMARY OF STOCK OPTION

	Year Ended December 31, 2023					Year Ended December 31, 2022
	Year Ended December 31, 2024					Year Ended December 31, 2023
	Number			Weighted Average Exercise Price		Number			Weighted Average Exercise Price
Beginning balance		43,~~005~~660,000		$	0.~~1501~~0983		~~630~~4,005,000		$	0.701501
Granted		-			-		~~8,660,000~~-			~~0.0983~~-
Exercised		-			-		-			-
Forfeited		~~(345,000~~-	)		-		(5345,~~285,~~000	)		-
Expired		-			-		-			-
Ending balance		3,660,000		$	0.0983		43,~~005~~660,000		$	0.~~1501~~0983
Intrinsic value of options	$	-				$	-
Weighted Average Remaining Contractual Life (Years)		87.41					98.3641

For the ~~year~~years ended December 31, ~~2023~~2024 and ~~2022~~2023, the Company incurred stock-based compensation expense of $~~142~~26,~~592~~442 and $~~436~~142,~~467~~593, respectively for the options in accordance with ASC 718-10-50-1 and ASC 718-10-50-2. The fair value of the grants ~~were~~was calculated based on the ~~black~~Black-~~scholes~~Scholes calculation using the assumptions reflected in the chart below for the service-based grants.

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Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each option/warrant is estimated using the Black-Scholes valuation model. The following assumptions were used for the periods as follows:

	Year Ended December 31, 2023			Year Ended December 31, 2022
		Year Ended December 31, 2024			Year Ended December 31, 2023
Expected term		0-			100-
Expected volatility		-	%		~~120~~-	%
Expected dividend yield		-			-
Risk-free interest rate		-	%		~~2.74~~-	%

Restricted Stock Units (RSUs)

On February 12, 2022, the Company granted 26,800,000 RSUs in the acquisition of the asserts of BizSecure that was recorded as contingent consideration. These RSUs commenced vesting on April 1, 2022.

SCHEDULE OF RESTRICTED STOCK

	Year Ended December 31, 2023					Year Ended December 31, 2022
	Year Ended December 31, 2024					Year Ended December 31, 2023
	Number			Weighted Average Exercise Price		Number			Weighted Average Exercise Price
Beginning balance		163,~~750~~350,000		$	0.1689		-16,750,000		$	-0.1689
Granted		-			-		~~26,800,000~~-			~~0.1689~~-
Exercised		-			-		-			-
Forfeited		-			-		~~(10,050,000~~-	)		-
Vested		(133,~~400~~350,000	)		-		-(13,400,000	)		-
Ending balance		~~3,350,000~~-		$	~~0.1689~~-		163,~~750~~350,000		$	0.1689

On December 30, 2022, the Company and BizSecure negotiated a settlement of all claims resulting from the Company’s inability to timely register the 13,200,000 shares of common stock issued February 12, 2022 and 10,050,000 RSUs that vested during 2022. As a result, the 13,200,000 shares of common stock and the 10,050,000 RSUs were rescinded effective December 30, 2022. The remaining 16,750,000 RSUs will continue to vest in accordance with the original terms and the Company will continue the process to get those RSUs registered for resale and re-negotiate the terms of the common shares to be issued to BizSecure. For the year ended December 31, 2023, 13,400,000 RSUs vested. In 2023 6,700,000 of these shares were issued for the vested RSUs.58

For the years ended December 31, 2023 and 2022, the Company amortized $2,263,260 and $1,697,445, of the contingent consideration to additional paid in capital, respectively for the RSUs.

NOTE 17: RELATED-PARTY TRANSACTIONS

In March 2022, the Company’s CEO cancelled 4,900 Series B Preferred shares and in September 2022, the Company’s CEO cancelled 45,000 Series B Preferred shares. These shares are the equivalent of 499,000,000 common shares. The cancellations were done for no consideration.

In May 2022, the Company’s CEO contributed $406,040 to pay for the purchase of the NFT that is reflected as a non-current asset on the Company’s consolidated balance sheet, as well as contributed 100 million BLOCKS valued at $500,000. In the six months ended June 30, 2023, the Company’s CEO contributed $50,000.

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.

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~~NOTE~~On ~~18:~~December ~~COUNTRY~~30, ~~RIGHTS~~2022, ~~OPTION~~the Company and BizSecure negotiated a settlement of all claims resulting from the Company’s inability to timely register the 13,200,000 shares of common stock issued February 12, 2022 and 10,050,000 RSUs that vested during 2022. As a result, the 13,200,000 shares of common stock and the 10,050,000 RSUs were rescinded effective December 30, 2022. The remaining 16,750,000 RSUs will continue to vest in accordance with the original terms and the Company will continue the process to get those RSUs registered for resale and re-negotiate the terms of the common shares to be issued to BizSecure. For the year ended December 31, 2023, 13,400,000 RSUs vested. In 2023 6,700,000 of these shares were issued for the vested RSUs. For the year ended December 31, 2024 3,350,000 RSUs vested, and no shares were issued for vested RSUs.

~~Aurea~~For ~~Group~~the year ended December 31, 2024 and 2023, the Company amortized $565,815 and $2,263,260, of the contingent consideration to additional paid in capital, respectively for the RSUs.

OnNOTE ~~March~~18: ~~15, 2021 we entered into a Securities Purchase Agreement with HUMBL CL SpA (“HUMBL CL”), an affiliate of Aurea Group Ventures (“Aurea Group”), a Chilean multi~~RELATED-~~family~~PARTY ~~office, under which Aurea Group purchased shares of our common stock in return for exclusive country rights to Chile of our HUMBL products for a purchase price of up to $7,500,000.~~TRANSACTIONS

~~Under~~On ~~the~~October ~~terms of the Securities Purchase Agreement~~24, ~~HUMBL CL agreed to purchase 437~~2023,~~500~~ ~~shares~~the ofCompany ~~our~~exchanged ~~common stock for~~ $16,~~000~~150,000. ~~The~~in ~~payment for~~related ~~these~~party ~~shares~~notes ~~was~~payable ~~due~~and ~~on or before March 30~~$355,402 ~~2021~~in ~~but~~accrued asinterest ainto ~~result~~8,775 shares of ~~restrictions~~Series ~~imposed~~C ~~due~~preferred tostock. ~~COVID-19~~On ~~was~~July ~~paid in two tranches of $500~~16,~~000~~ ~~each on April 5~~2024, ~~2021~~the ~~and~~Company ~~April~~issued 6100,000 ~~2021.~~shares Inof ~~addition,~~Series ~~HUMBL~~D CLPreferred ~~also~~Stock ~~received~~to ~~the~~their ~~right~~CEO tofor ~~purchase~~compensation. The ~~1,562,500~~value ~~shares~~ of ~~HUMBL common~~these ~~stock~~shares ~~for~~is $6250,~~500,~~000 byas ~~December~~this ~~31,~~value ~~2021~~represents ~~and~~typical toCEO ~~receive~~compensation afor ~~35% equity interest in~~ a ~~Chilean~~one-year ~~subsidiary HUMBL intends to form to conduct its operations in Chile~~period.

~~The Securities~~In ~~Purchase~~2023 ~~Agreement~~we ~~provides~~issued ~~that~~182,827,324 ifshares ~~HUMBL CL exercises its right~~ to ~~purchase~~a ~~the~~related ~~subsidiary~~party ~~interest,~~in ~~it will receive 35%~~conversions of ~~the~~notes. ~~profits~~During ~~from operations of~~ the ~~HUMBL~~year ~~family~~ended ofDecember ~~products in Chile. In addition~~31, ~~HUMBL~~2024 CLwe ~~also~~issued ~~received~~shares to a ~~right~~Trust of ~~first~~our ~~refusal with~~former ~~respect~~CEO toin ~~regional~~conversion orof ~~country~~their ~~rights~~Series ~~sales~~B ~~in Latin America~~preferred shares.

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