UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2024~~2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________________ to ______________________

Commission file number: 000-54995

I-ON DIGITAL CORP.

(Exact name of registrant as specified in its charter)

(formerly known as I-ON Communications Corp.)

Delaware

46-3031328

(State or other jurisdiction

of incorporation or organization)

(I.R.S. Employer

Identification No.)

1244 N. Stone Street, Unit 3, Chicago, IL 60610

(Address of principal executive offices, including zip code)

(866) 440-2278

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Exchange Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by 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 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” and “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 ☒

~~Indicate~~As ~~the number~~ of ~~shares~~May ~~outstanding~~13, of2025, ~~each~~I-ON ofDigital ~~the~~Corp. ~~issuer’s~~had ~~classes~~31,106,234 shares of common stock, aspar ofvalue ~~the~~$0.0001 ~~latest~~per ~~practicable date~~share, outstanding.

Class		Outstanding as of November 8, 2024
Common Stock, $0.0001 par value per share		27,410,234 shares

PART 1 – FINANCIAL INFORMATION

The unaudited interim financial statements of I-ON Digital Corp. (“we”, “our”, “us”, the “Company”) follow. All currency references in this report are to US dollars unless otherwise noted.

I-ON Digital Corp.

Table of Contents

Condensed Consolidated Financial Statements (UNAUDITED)
Condensed Consolidated Balance Sheets (UNAUDITED)	43
Condensed Consolidated Statements of Operations (UNAUDITED)	54
Condensed Consolidated Statements of Stockholders’ Equity (UNAUDITED)	65
Condensed Consolidated Statements of Cash Flows (UNAUDITED)	7
Condensed consolidated Statements of Cash Flows (UNAUDITED)	6
Notes to Condensed Consolidated Financial Statements (UNAUDITED)	87

Part 1 – Financial Information

Item 1. Financial Statements

I-ON Digital Corp.

Condensed Consolidated Balance Sheets

	September 30, 2024			December 31, 2023
	March 31, 2025			December 31, 2024
	~~(Unaudited)~~	(Unaudited)
ASSETS
Assets
Current assets:
Current assets
Cash and cash equivalents	$	~~199~~189,~~959~~420		$	36270,~~075~~095
Prepayments		108,836			109,764
Prepaid expenses		17,034			12,783
Total current assets		~~308~~206,~~795~~454			~~145~~282,~~839~~878
Non-current assets:
Intangible assets, net		18,~~288~~105,~~979~~170			18,~~400~~139,~~927~~265
Total non-current assets		18,~~288~~105,~~979~~170			18,~~400~~139,~~927~~265
Total Assets	$	18,~~597~~311,~~774~~624		$	18,~~546~~422,~~766~~143
Liabilities and Stockholders’ Equity
Current liabilities:
Current liabilities
Accrued expenses	$	99106,~~337~~626		$	~~100~~92,~~659~~559
Accrued interest		~~492~~660,~~466~~000			79660,~~589~~000
Deferred revenue – related party		-			~~32,625~~-
Due to related parties		~~982~~1,~~970~~560,462			~~167~~1,~~909~~336,639
Loans payable		~~539~~550,~~005~~000			~~473~~550,~~026~~000
Total current liabilities		2,~~113~~877,~~778~~088			~~853~~2,~~808~~639,198
Total liabilities		2,~~113~~877,~~778~~088			~~853~~2,~~808~~639,198
Commitments and contingencies		—-			—-
Stockholders’ Equity
Preferred stock, $0.0001 par value; 5,000,000 shares authorized; 6,000 designated as Series A Convertible, 6,000 designated as Series B Convertible, 910,000 designated as Series C Convertible		-			-
Preferred stock - $0.0001 par value; 5,000,000 shares authorized
Preferred stock Series A - $0.0001 par value; 6,000 shares authorized; 4,600 shares issued and outstanding at September 30, 2024 and December 31, 2023		-			-
Preferred stock Series A - $0.0001 par value; 6,000 shares designated; 5,403 shares issued and outstanding at March 31, 2025 and December 31, 2024		-			-
Preferred stock Series A to be issued (803 shares as of September 30, 2024 and December 31, 2023)		176,342			176,342
Preferred stock Series C - $0.0001 par value; 910,000 shares designated; 745,000 shares issued and outstanding at March 31, 2025 and December 31, 2024		74			74
Preferred stock Series B - $0.0001 par value; 6,000 shares authorized; no shares issued and outstanding at September 30, 2024 and December 31, 2023		-			-
Preferred stock value		74			74
Preferred stock Series C - $0.0001 par value; 910,000 shares authorized; 910,000 shares issued and outstanding at September 30, 2024 and December 31, 2023		91			91
Common stock - $0.0001 par value; authorized 250,000,000 shares; 31,106,234 shares issued and outstanding at March 31, 2025 and December 31, 2024		3,111			3,111
Preferred stock value		91			91
Additional paid-in-capital		21,186,274			21,186,274
Common stock - $0.0001 par value; 100,000,000 shares authorized; 27,410,234 shares issued and outstanding at September 30, 2024 and December 31, 2023		2,741			2,741
Accumulated deficit		(5,754,923	)		(5,406,514	)
Additional paid-in-capital		21,010,285			21,010,285
Total stockholders’ equity		15,434,536			15,782,945
Accumulated retained earnings		(4,705,463	)		(3,496,501	)
Total Liabilities and Stockholders’ Equity	$	18,311,624		$	18,422,143
Total stockholders’ equity		16,483,996			17,692,958
Total Liabilities and Stockholders’ Equity	$	18,597,774		$	18,546,766

See accompanying notes to unaudited condensed consolidated financial statements.

I-ON Digital Corp.

Condensed Consolidated Statements of Operations (Unaudited)

	Three Months Ended September 30, 2024			Three Months Ended September 30, 2023			Nine Months Ended September 30, 2024			Nine Months Ended September 30, 2023
	Three Months Ended March 31, 2025			Three Months Ended March 31 2024
Net sales – related party	$	-		$	32,625		$	~~32,625~~		$	~~65,250~~
Cost of sales		-			2721,~~667~~000			~~21,000~~			~~48,667~~
Gross profit		-			411,~~958~~625			~~11,625~~			~~16,583~~
Operating expenses
Professional fees		~~142~~172,~~890~~914			4153,~~830~~000			~~334,469~~			~~225,590~~
General and administrative expenses		~~201~~175,~~399~~495			7793,~~238~~428			~~436,739~~			~~232,908~~
Total expenses from operations		344,289			119,068			771,208			458,498
Total operating expenses		348,409			146,428
Income (loss) from operations		(~~344~~348,~~289~~409	)		(~~114~~134,~~110~~803	)		~~(759,583~~	)		~~(441,915~~	)
Other income (expenses)
Other income (expense)
Gain on sale of intangible assets		3,795			-			3,795			-
Interest expenses		-			(159,116	)
Gain on exchange of intangible assets		25,682			-			25,682			-
Income (loss) before income taxes		(348,409	)		(293,919	)
Interest expenses		(160,623	)		-			(478,856	)		-
Provision for income taxes		-			-
Total other income (expenses)		(131,146	)		-			(449,379	)		-
Net income (loss)	$	(348,409	)	$	(293,919	)
Income (loss) before income taxes		(475,435	)		(114,110	)		(1,208,962	)		(441,915	)
Net income (loss) per share, basic and diluted	$	(0.01	)	$	(0.01	)
Provision for income taxes		-			-			-			-
Weighted average number of shares outstanding, basic and diluted		31,106,234			27,410,234
Net income (loss)	$	(475,435	)	$	(114,110	)	$	(1,208,962	)	$	(441,915	)
Net income (loss) per share, basic and diluted	$	(0.02	)	$	(0.00	)	$	(0.04	)	$	(0.02	)
Weighted average number of shares outstanding, basic and diluted		27,410,234			27,410,234			27,410,234			25,596,249

See accompanying notes to unaudited condensed consolidated financial statements.

I-ON Digital Corp.

Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)

For the ~~three~~Three ~~and~~Months ~~nine~~Ended ~~months~~March ~~ended September 30~~31, ~~2023~~2025 and 2024

	Shares			Amount		Shares		Amount		Shares		Amount		Shares			Amount			~~Shares~~Capital		~~Amount~~Earnings			~~Capital~~Equity			~~Earnings~~			~~Equity~~
						Preferred Stock														Additional					Total Company						~~Total~~
	Common Stock					Series A				Series A to be issued				Series BC						~~Series C~~Paid-in		Retained			~~Additional Paid-in~~Stockholders’			~~Retained~~			~~Company Stockholders’~~
	Shares			Amount		Shares		Amount		Shares		Amount		Shares			Amount			~~Shares~~Capital		~~Amount~~Earnings			~~Capital~~Equity			~~Earnings~~			~~Equity~~
Balance at December 31, 2022		19,724,220		$	1,972		-	$	-		-	$	-		-		$	-			-	$	-		$	2,689,391		$	(2,691,363	)	$	-
Balance at December 31, 2023		27,410,234		$	2,741		4,600	$	-		803	$	176,342		910,000		$	91		$	21,010,285	$	(3,496,501	)	$	17,692,958
Issuance of preferred stock - series A		-			-		3,600		-		-		-		-			-			-		-			214,286			-			214,286
Net income (loss)		-			-		-		-		-		-		-			-			-		(293,919	)		(293,919	)
Distribution		-			-		-		-		-				-			-			-		-			(250,000	)		-			(250,000	)
Balance at March 31, 2024		27,410,234		$	2,741		4,600	$	-		803	$	176,342		910,000		$	91		$	21,010,285	$	(3,790,420	)	$	17,399,039
Issuance of preferred stock - series B		-			-		-		-		-		-		6,000			1			-		-			35,713			-			35,714
Balance at December 31, 2024		31,106,234		$	3,111		5,403	$	-		-	$	-		745,000		$	74		$	21,186,274	$	(5,406,514	)	$	15,782,945
Preferred stock series B conversion to Common Stock		6,000,000			600		-		-		-		-		(6,000	)		(1	)		-		-			(599	)		-			-
Balance		31,106,234		$	3,111		5,403		-		-	$	-		745,000		$	74		$	21,186,274	$	(5,406,514	)	$	15,782,945
Common stock cancellation		(350	)		-		-		-		-		-		-			-			-		-			-			-			-
Net income (loss)		-			-		-		-		-		-		-			-			-		(348,409	)		(348,409	)
Net income (loss)		-			-		-		-		-		-		-			-			-		-			-			(179,480	)		(179,480	)
Balance at March 31, 2025		31,106,234		$	3,111		5,403	$	-		-	$	-		745,000		$	74		$	21,186,274	$	(5,754,923	)	$	15,434,536
Balance at March 31, 2023		25,723,870			2,572		3,600		-		-		-		-			-			-		-			2,688,791			(2,870,843	)		(179,480	)
Balance		31,106,234		$	3,111		5,403	$	-		-	$	-		745,000		$	74		$	21,186,274	$	(5,754,923	)	$	15,434,536
Common stock issued for services		550,000			55		-		-		-		-		-			-			-		-			120,945			-			121,000
Common stock issued for intangible asset		1,136,364			114		-		-		-		-		-			-			-		-			249,886			-			250,000
Issuance of preferred stock A		-			-		1,000		-		-		-		-			-			-		-			219,500			-			219,500
Net income (loss)		-			-		-		-		-		-		-			-			-		-			-			(148,325	)		(148,325	)
Balance at June 30, 2023		27,410,234			2,741		4,600		-		-		-		-			-			-		-			3,279,122			(3,019,168	)		262,695
Preferred stock to be issued		-			-		-		-		803		176,342		-			-			-		-			-			-			176,342
Net loss		-			-		-		-		-		-		-			-			-		-			-			(114,110	)		(114,110	)
Balance at September 30, 2023		27,410,234		$	2,741		4,600	$	-		803	$	176,342		-		$	-			-	$	-		$	3,279,122		$	(3,133,278	)	$	324,927

					Preferred Stock																					Total
	Common Stock				Series A				Series A to be issued				Series B				Series C				Additional Paid-in		Retained			Company Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Capital		Earnings			Equity
Balance at December 31, 2023		27,410,234	$	2,741		4,600	$	-		803	$	176,342		-	$	-		910,000	$	91	$	21,010,285	$	(3,496,501	)	$	17,692,958
Net loss		-		-		-		-		-		-		-		-		-		-		-		(293,919	)		(293,919	)
Balance at March 31, 2024		27,410,234		2,741		4,600		-		803		176,342		-		-		910,000		91		21,010,285		(3,790,420	)		17,399,039
Net loss		-		-		-		-		-		-		-		-		-		-		-		(439,608	)		(439,608	)
Balance at June 30, 2024		27,410,234		2,741		4,600		-		803		176,342		-		-		910,000		91		21,010,285		(4,230,028	)		16,959,431
Balance		27,410,234		2,741		4,600		-		803		176,342		-		-		910,000		91		21,010,285		(4,230,028	)		16,959,431
Net loss		-		-		-		-		-		-		-		-		-		-		-		(475,435	)		(475,435	)
Net income (loss)		-		-		-		-		-		-		-		-		-		-		-		(475,435	)		(475,435	)
Balance at September 30, 2024		27,410,234	$	2,741		4,600	$	-		803	$	176,342		-	$	-		910,000	$	91	$	21,010,285	$	(4,705,463	)	$	16,483,996
Balance		27,410,234	$	2,741		4,600	$	-		803	$	176,342		-	$	-		910,000	$	91	$	21,010,285	$	(4,705,463	)	$	16,483,996

See accompanying notes to unaudited condensed consolidated financial statements.

I-ON Digital Corp.

Condensed Consolidated Statements of Cash Flows (Unaudited)

	Nine Months Ended September 30, 2024			Nine Months Ended September 30, 2023
	Three Months Ended March 31, 2025			Three Months Ended March 31, 2024
Cash flows from operating activities:
Net income (loss)	$	(1348,~~208,962~~409	)	$	(~~441~~293,~~915~~919	)
Adjustments:
Adjustments to reconcile net income (loss) to net cash from operating activities:
Stock compensation		-			121,000
Amortization		34,095			21,000
Amortization		21,000			48,667
Accretion of debt discount		-			21,992
Accretion of debt discount		65,979			-
Changes in assets and liabilities
Gain on sale of intangible assets		(3,795	)		-
Prepaid expenses		(4,251	)		4,069
Changes in assets and liabilities:
Other current assets		-			(5,500	)
Prepaid expenses and other current assets		928			(23,916	)
Accrued expenses		14,067			33,218
Accrued expenses		(1,322	)		243,021
Accrued interest		-			137,123
Accrued interest		412,877			-
Deferred revenue – related party		-			(32,625	)
Deferred revenue – related party		(32,625	)		65,250
Due to related party		17,036			-
Net cash provided by (used in) operating activities		(745,920	)		12,107
Total net cash provided by (used in) operating activities		(287,462	)		(114,642	)
Cash flows from investing activities:
Cash flows from investing activities		-			-
Proceeds from sale of intangible assets		120,425			-
Gain on exchange of intangible assets		(25,682	)		-
Purchase of intangible assets		-			(560,353	)
Total net cash provided by (used in) investing activities		94,743			(560,353	)
Cash flows from financing activities:
Proceeds from issuance of preferred stock Series A		-			433,786
Advances from related parties		206,787			80,311
Proceeds for preferred stock A to be issued		-			176,342
Total net cash provided by (used in) financing activities		206,787			80,311
Proceeds from issuance of preferred stock Series B		-			35,714
Net increase (decrease) in cash and cash equivalents		(80,675	)		(34,331	)
Distribution per stock purchase agreement		-			(250,000	)
Cash and cash equivalents, beginning of period		270,095			36,075
Advances from related parties		815,061			152,690
Cash and cash equivalents, end of period	$	189,420		$	1,744
Total net cash provided by (used in) financing activities		815,061			548,532
Net increase (decrease) in cash and cash equivalents		163,884			286
Cash and cash equivalents, beginning of period		36,075			-
Cash and cash equivalents, end of period	$	199,959		$	286
Supplemental disclosure of cash flow information:
Continuing operations:
Interest paid	$	-		$	-
Taxes paid	$	-		$	-
Supplemental disclosure of non-cash flow information:
Continuing operations:
Issuance of common stock for intangible assets	$	-		$	250,000

See accompanying notes to unaudited condensed consolidated financial statements.

I-ON Digital Corp.

Notes to Condensed Consolidated Financial Statements (Unaudited)

As of March 31, 2025

NOTE 1: Organization and Operations

I-ON Digital Corp. (the “Company”) is engaged in providing digital-based enterprise solutions, including the digitization and distribution of digital tokens, primarily proven gold reserves, and other asset-based digital securities on the block chain.

InOn ~~January~~December 15, 2023, the Company ~~entered~~consummated ~~into~~its apreviously ~~Series~~announced Atransaction ~~Preferred~~contemplated ~~Stock~~by ~~Purchase~~that certain Contribution and Exchange Agreement, dated as of October 30, 2023 (the “~~Purchase~~Contribution and Exchange Agreement”), ~~with~~by ~~I-ON~~and between the Company and Orebits Acquisition ~~Corp.~~Group (“~~IAC~~OAG”), a ~~related~~Wyoming ~~party~~limited liability company and an entity owned and controlled by Carlos Montoya, the CEO and controlling shareholder, pursuant to which ~~IAC~~the ~~received~~Company 3acquired 910,~~600~~ 000 shares of outstanding common stock of Orebits Corp. (“Orebits”), representing the 100% ~~Company’s~~controlling interest in Orebits, in exchange for 910,000 shares of Series AC Convertible Preferred Stock of the Company (“Series AC Preferred Stock”) ~~for~~and ~~consideration~~such ~~of $214~~transaction,~~286.~~ ~~Each~~the ~~share~~“Transaction”). As part of ~~Series~~the AContribution ~~Preferred~~and ~~Stock~~Exchange isAgreement, ~~convertible into~~upon ~~10,000~~and ~~shares~~by virtue of the ~~Company’s~~consummation ~~common~~of ~~stock~~the ~~(“Common~~Transaction, ~~Stock”).~~OAG ~~The~~transferred 3all its right,~~600~~ ~~shares~~title ofand ~~Series~~interest Ain ~~Preferred~~and ~~Stock~~to ~~were subsequently~~approximately 9,700 Orebits ~~distributed~~AU tocertificates, ~~IAC’s~~which ~~sole~~are ~~stockholder~~gold-backed ~~Carlos~~digital ~~Montoya~~assets, ~~the~~to the Company’s, ~~Chief~~which ~~Executive~~at ~~Officer.~~the ~~The~~time ~~Company’s total~~of ~~authorized~~consummation ~~Series~~of Athe ~~Preferred~~Transaction, ~~Stock~~had isan ~~6,000~~estimated value of ~~which~~$17.6 million a(see ~~total~~NOTE of5). ~~4,600~~The ~~shares~~Transaction was ~~are~~accounted ~~issued~~for ~~and~~as ~~outstanding~~an acquisition of assets.

OnThe ~~December~~acquisition ~~15, 2023, the Company consummated its previously announced transaction contemplated by that certain Contribution and Exchange Agreement, dated as~~ of ~~October~~Orebits ~~30,~~has ~~2023~~had ~~(the~~a ~~“Contribution~~significant ~~and~~impact ~~Exchange~~on ~~Agreement”), by and between~~ the Company’s ~~and~~consolidated ~~Orebits Acquisition~~balance ~~Group~~sheets. ~~(“OAG”),~~Prior ato ~~Wyoming~~consummation ~~limited~~of ~~liability company and an entity owned and controlled by Carlos Montoya,~~ the ~~CEO and controlling shareholder~~Transaction, ~~pursuant~~Orebits tocarried ~~which~~only ~~the~~one ~~Company~~asset ~~acquired~~– ~~910~~9,~~000~~700 ~~shares of outstanding common stock of~~ Orebits ~~Corp.~~AU ~~(“Orebits”), representing~~certificates ~~the~~having ~~100%~~a ~~controlling~~post-transaction ~~interest~~value ~~in Orebits,in exchange for 910,000 shares~~ of ~~Series C Convertible Preferred Stock of the Company~~ ~~(“Series C Preferred Stock” and such transaction, the “Transaction”)~~$17.6 million. As ~~part~~a result of the ~~Contribution~~acquisition, ~~and Exchange Agreement~~then, ~~upon and by virtue of~~ the ~~consummation~~value of the ~~Transaction, OAG transferred all its right, title and interest in and to approximately 9,700 Orebits.AU gold-backed digital~~ assets toon the ~~Company,~~consolidated ~~which~~balance atsheets ~~the~~increased ~~time of consummation of the Transaction, had an estimated value~~by of $17.6,643,284 and ~~million.~~there ~~The Transaction~~ was no increase ~~accounted~~in ~~for as an acquisition of assets~~liabilities.

The acquisition of Orebits has had a significant impact on the Company’s consolidated balance sheets. Prior to consummation of the Transaction, Orebits carried only one asset – 9,700 Orebits AU gold-backed digital assets having a post-transaction value of $17.6 million. After the acquisition, the value of the assets on the consolidated balance sheets increased by $17,643,284 and there was no increase in liabilities.

NOTE 2. Summary of Significant Accounting Policies

The summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, who is responsible for integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared by management in accordance with both accounting principles generally accepted in the United States (“GAAP”), and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Certain information and note disclosures normally included in audited financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading.

In the opinion of management, ~~the balance sheet as of December 31, 2023, which has been derived from audited financial statements, and~~ these unaudited condensed consolidated financial statements reflect all normal and recurring adjustments considered necessary to state fairly the results for the periods presented. The results for the period ended ~~September~~March 3031, ~~2024~~2025 are not necessarily indicative of the results to be expected for the entire fiscal year ending December 31, ~~2024~~2025 or for any future period.

These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the Management’s Discussion and the audited consolidated financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended December 31, ~~2023~~2024.

Basis of Consolidation

The consolidated financial statements include the accounts of I-On Digital Corp. and its wholly owned subsidiary Orebits Corp, (collectively, ~~the~~ “the Company”). All significant intercompany transactions and balances have been eliminated in consolidation. Subsidiaries are ~~entities~~ entities over which the Company has control, typically through a majority voting interest. The Company consolidates entities in which it holds a controlling financial interest, as defined by Accounting Standards Codification (ASC) 810, Consolidation. Investments in entities where the Company does not have control but has significant influence are accounted for under the equity method.

Going Concern

The accompanying consolidated financial statements have been prepared in conformity with GAAP, which contemplate continuation of the Company as a going concern. The Company has had limited revenues since the Company, under the prior ownership group, sold-off all of its subsidiaries in September 2022. In addition, the Company has ~~limited cash and has~~ reported recurring losses. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments ~~that~~ that might result from the outcome of this uncertainty.

As of ~~September~~March 3031, ~~2024~~2025, the Company ~~has~~believes ~~completed~~that ~~two~~its ~~digital~~investment ~~platforms~~in ~~that~~the wedevelopment ~~believe~~of ~~will~~ION ~~establish~~Digital aHybrid ~~stabilized~~Blockchain ~~source~~Platform ofwill ~~revenue which~~allow it to ~~believes~~project ~~will~~and beplan ~~sufficient~~forward tofor ~~cover~~a ~~operating~~period ~~costs~~of ~~for~~increasing ~~the~~revenues ~~next~~based ~~twelve~~on ~~months~~fee-driven digitization activities involving both closely held and third-party gold claims. ~~Those~~The ~~platforms~~Company ~~are~~has ~~still~~recently inconcluded ~~the~~negotiations, ~~testing~~resulting ~~stage as~~in ofmultiple ~~the~~term ~~date~~sheets, ~~these~~that ~~consolidated~~it ~~financial~~anticipates executing ~~statements~~in ~~were~~the ~~ready~~second toquarter beof ~~issued~~2025. ~~The~~Consummation ~~implementation~~ of these ~~platforms~~transactions will ~~take~~be ~~time~~ subject to ~~cover~~successful ~~the~~completion ~~full~~efforts ~~cost~~on the part of ~~operations~~the Company.

The Company’s business prospects have changed since the new management took control of operations in January 2023. Since the new ownership took over the Company, management commenced new initiatives in technology development and acquisitions. InManagement ~~connection~~currently ~~with these initiatives,~~intends ~~management~~to ~~plans~~conduct toone ~~prepare~~or ~~the~~more ~~Company~~private ~~for~~placements ~~capital~~during ~~formation~~the ~~and~~balance ~~new~~of ~~business~~2025 ~~development~~to ~~through~~raise ~~capital~~up ~~raising~~to ~~vehicles~~$100 million. There can be no assurances that the Company will be successful in this or any of its endeavors. In addition, the Company is also funded by its related parties for its operations. It is expected that the related parties will continue funding the Company’s operations until we are able to raise capital or increase revenue to cover operating costs.

Use of Estimates in the Preparation of Financial Statements

The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. As a result, actual results could materially differ from these estimates.

Revenue Recognition

The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers. The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle: 1: Identify the contract with the customer; 2: Identify the performance obligations in the contract; 3: Determine the transaction price; 4: Allocate the transaction price to the performance obligations in the contract; and Step 5: Recognize revenue when the Company satisfies a performance obligation. See NOTE 6.

Cash and Cash Equivalents

The Company considers all money market funds and highly liquid financial investments with maturities of three months or less when acquired to be cash equivalents. As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024 there were no cash equivalents.

Intangible Assets

Intangible assets represent non-physical assets that lack a physical substance but have value. These assets are typically long-term in nature and can include items such as patents, trademarks, copyrights, digital assets, and software. When the Company acquires an intangible asset, it is recorded either at fair value or at historical cost. The fair value is used if the asset is acquired from an entity not under common control in a business combination, and the historical cost is used if the asset is acquired from an entity under common control. Intangible assets with a finite life are amortized using the straight-line method over their estimated useful lives.

The estimated useful lives of the respective asset categories are as follows:

Development costs		3 years
Intangible assets excluding development costs		10 years
Other Intangible assets – Core technology platforms		3 to 5 years
Other intangible assets – Core technology platforms		3 to 5 years

The Company follows ASC 350-30-35 and recognizes costs incurred to renew or extend the term of a recognized intangible asset as an expense in the period in which they are incurred. These costs are not capitalized but are instead treated as operating expenses, ensuring that the financial statements accurately reflect the current period’s operational activities.

Digital assets are accounted for as indefinite-lived intangible assets, therefore, they are not amortized, but are assessed for impairment annually, or upon a triggering event that indicates it is more likely than not that the indefinite-lived intangible asset is impaired.

Impairment Analysis for Long-lived Assets and Intangible Assets

The Company’s long-lived assets and other assets (consisting of property and equipment and purchased intangible assets) are reviewed for impairment in accordance with the guidance of the FASB ASC 360, Property, Plant, and Equipment, FASB ASC 350, Intangibles, and FASB ASC 205 Presentation of Financial Statements. The Company tests for impairment losses on long-lived assets used in operations whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable or is less than fair value. ~~Recoverability~~If recoverability of an asset to be held and used is in question it is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset. If such asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. Impairment evaluations can involve management’s estimates on asset useful lives and future cash flows. Actual useful lives and cash flows could be different from those estimated by management which could have a material effect on our reporting results and financial positions. Fair value is determined through various valuation techniques including undiscounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. ~~The~~Whenever ~~Company~~the ~~had~~exchange-traded ~~not~~price ~~experienced~~of ~~impairment~~digital ~~losses on~~assets declines below its ~~long-lived~~carrying ~~assets~~value, the Company has determined that impairment exists and records impairment equal to the amount by which the carrying value exceeds the fair value. Once an intangible ~~assets~~asset ~~during~~is ~~any~~impaired, ofthe loss is not reversed if the ~~periods~~fair ~~presented~~value subsequently increases.

Digital Assets

Digital assets are accounted for as indefinite-lived intangible assets, and are initially measured at cost, in accordance with ASC 350 – “Intangibles-Goodwill and Other” (“ASC 350”). The Company does not intend to sell the digital assets in the near future so they are classified as non-current assets.

These digital assets are not amortized, but are assessed for impairment annually, or upon a triggering event that indicates it is more likely than not that the indefinite-lived intangible asset is impaired. Whenever the exchange-traded price of digital assets declines below its carrying value, the Company has determined that impairment exists and records impairment equal to the amount by which the carrying value exceeds the fair value. Once the intangible asset is impaired, the loss is not reversed if the fair value subsequently increases.

Earnings Per Share

FASB ASC Topic 260, Earnings Per Share, requires a reconciliation of the numerator and denominator of the basic and diluted earnings (loss) per share (EPS) computations. Basic earnings (loss) per share are computed by dividing net earnings available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. In periods where losses are reported, the weighted-average number of common stock outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. As of March 31, 2025 and December 31, 2024, the Company had the following common stock equivalents:


Series A preferred stock convertible into 10,000 shares of common stock each			54,030,000
Series C preferred stock convertible into 20 shares of common stock each			14,900,000

Total common stock equivalents			68,930,000

Fair Value Measurements

The Company follows FASB ASC Topic 820, Fair Value Measurements. ASC 820 defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles and enhances disclosures about fair value measurements. Fair value is defined under ASC 820 as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants.

ASC 820 establishes a hierarchy of valuation inputs based on the extent to which the inputs are observable in the marketplace. Observable inputs reflect market data obtained from sources independent of the reporting entity and unobservable inputs reflect the entity’s own assumptions about how market participants would value an asset or liability based on the best information available.

Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value.

The following describes the hierarchy of inputs used to measure fair value and the primary valuation methodologies used by the Company for financial instruments measured at fair value on a recurring basis.

The three levels of inputs are as follows:

	Level 1	Quoted prices in active markets for identical assets or liabilities that the Company has an ability to access as of the measurement date.

	Level 2	Inputs that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the same term of the assets or liabilities.

	Level 3	Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Our financial instruments include cash and cash equivalents, short-term financial instruments, short-term loans, accounts receivable, investments, accounts payables and debt. The carrying values of these financial instruments approximate their fair value due to their short maturities. The carrying amount of our debt approximates fair value because the interest rates on these instruments approximate the interest rate on debt with similar terms available to us.

Income Taxes

Income taxes are provided for the tax effects of transactions reported in the financial statements and consists of taxes currently due and deferred taxes. Deferred taxes are recognized for the differences between the basis of assets and liabilities for financial statement and income tax purposes.

The Company follows FASB ASC 740, Income Taxes, which require the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates, applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

FASB ASC 740-10-25 provides criteria for the recognition, measurement, presentation and disclosure of uncertain tax position. The Company must recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. The Company did not recognize additional liabilities for uncertain tax positions pursuant to FASB ASC 740-10-25 asfor ofthe ~~September~~three 30months ended March 31, 2025 and 2024.

Contingencies

Accounting guidance requires that the Company record an estimated loss from a loss contingency when information available prior to issuance of the consolidated financial statements indicates that it is probable that an asset has been impaired or a liability has been incurred at the date of the financial statements and the amount of the loss can be reasonably estimated. Accounting for contingencies such as legal matters requires significant judgment. Many of these legal matters can take years to resolve. Generally, as the time period increases over which the uncertainties are resolved, the likelihood of changes to the estimate of the ultimate outcome increases.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk are cash arising from its normal business activities. The Company has its cash in high credit quality institutions. ~~The~~At ~~Company~~times, ~~currently~~such ~~does~~investments ~~not~~may ~~provide~~be ~~for~~in orexcess ~~issue extensions~~ of ~~credit to its clients, vendors or employees. If~~ the ~~Company’s~~FDIC ~~board~~insurance limit of ~~directors elected to make a change in current policy~~$250,000. ~~management, pursuant~~As ~~to policy and procedure implementation~~ of ~~the~~March ~~same~~31, ~~would~~2025 ~~establish methodologies for monitoring~~ and ~~assessing~~December ~~corresponding risks~~31, ~~inclusive~~2024, ofcash ~~the~~balances ~~potential~~in ~~for~~excess ~~concentrations~~of ~~and~~ the ~~related~~FDIC ~~adequacy~~limits ofwere ~~loss~~$0 ~~reserves~~and ~~going forward~~$20,095.

The Company currently does not provide for or issue extensions of credit to its clients, vendors or employees. If the Company’s board of directors elected to make a change in current policy, management, pursuant to policy and procedure implementation of the same, would establish methodologies for monitoring and assessing corresponding risks, inclusive of the potential for concentrations and the related adequacy of loss reserves going forward.

Segment Reporting

The Company operates as a single operating and reportable segment, a resource management expertise and services provider. Our Chief Executive Officer is our Chief Operating Decision Maker, (CODM) who evaluates performance and makes operating decisions about allocating resources (see NOTE 3).

Advertising

Costs associated with advertising and ~~promotions~~marketing expenses are expensed as incurred. The Company incurred $36,900 and $0 in advertising and marketing costs during the three months ended March 31, 2025 and 2024, respectively.

Employee Stock Based Compensation

The Company accounts for its share-based compensation plan in accordance with FASB ASC 718, Stock Compensation, which establishes a fair value method of accounting for stock-based compensation plans. The Company records stock compensation expense based on the value of the number of shares vesting specified periods over three years.

Stock-based compensation issued to employees and members of our board of directors is measured at the date of grant based on the estimated fair value of the award, net of estimated forfeitures. The grant date fair value of a stock-based award is recognized as an expense over the requisite service period of the award on a straight-line basis.

For purposes of determining the variables used in the calculation of stock-based compensation issued to employees, the Company performs an analysis of current market data and historical data to calculate an estimate of implied volatility, the expected term of the option and the expected forfeiture rate. With the exception of the expected forfeiture rate, which is not an input, we use these estimates as variables in the Black-Scholes option pricing model. Depending upon the number of stock options granted any fluctuations in these calculations could have a material effect on the results presented in our statements of operations. In addition, any differences between estimated forfeitures and actual forfeitures could also have a material impact on our financial statements.

Recently Issued Accounting Pronouncements

OnThe ~~December~~Company ~~13,~~has ~~2023,~~reviewed ~~the~~all FASB issued ASU No. 2023-08, Intangibles - Goodwill and Other - Crypto Assets (Topic 350-60): Accounting for and Disclosure of Crypto Assets. ASU 2023-08 requires entities to measure crypto assets that meet specific criteria at fair value with changes recognized in net income each reporting period. Additionally, ASU 2023-08 requires an entity to present crypto assets measured at fair value separately from other intangible assets in the ~~balance~~recent ~~sheets~~accounting ~~and~~pronouncements ~~record~~issued ~~changes~~through ~~from remeasurement of crypto assets separately from changes in~~ the ~~carrying~~date ~~amounts~~ of ~~other~~these ~~intangible~~financial ~~assets~~statements inand ~~the~~has ~~income statement. The new standard is effective for all entities~~determined ~~for~~that ~~the~~there ~~fiscal~~have ~~years~~been ~~beginning~~no ~~after~~standards ~~December~~that 15had, ~~2024,~~or ~~including~~will ~~interim periods within those fiscal years. Early adoption is permitted. Where applicable the Company plans to adopt ASU 2023-08 when it is effective from its fiscal year beginning January 1~~have, ~~2025. The adoption of ASU 2023-08 is expected to have~~ a material impact on ~~the~~its ~~Consolidated~~consolidated ~~Financial~~financial ~~Statements~~statements.

~~Other~~NOTE ~~recently~~3. ~~issued~~Segment ~~accounting updates are not expected to have a material impact on the Company’s Financial Statements.~~Reporting

~~NOTE~~The 3Company operates as a single1 operating and reportable segment, providing resource management expertise and services. ~~Earnings~~Our ~~Per~~Chief ~~Share~~Executive Officer, who serves as our Chief Operating Decision Maker, evaluates the Company’s financial performance and makes resource allocation decisions considering our one geographical area and on a consolidated basis. Accordingly, the CODM considers the revenue, operating expenses, and other income (expenses) of our single operating segment as reported on the statement of operations and considers our current and total assets as recorded on the balance sheet. There are no additional expense or asset information that are supplemental to those disclosed in these consolidated financial statements that are regularly provided to the CODM.

The Company calculates earnings per share in accordance with FASB ASC 260, Earnings Per Share, which requires a dual presentation of basic and diluted earnings per share. Basic earnings per share are computed using the weighted average number of shares outstanding during the fiscal year. Due to the net loss recorded for the three and nine months ended September 30, 2024 and 2023, the consolidated financial statements excluded potentially dilutive securities from the computation of diluted earnings per share because the inclusion would have been anti-dilutive. Potentially dilutive securities as of September 30, 2024 and 2023 include the following securities that are convertible into shares of Common Stock: 5,403 shares of Series A Convertible Preferred Stock convertible into 54,030,000 shares of Common Stock; 910,000 shares of Series C Convertible Preferred Stock convertible into 18,200,000 shares of Common Stock; and outstanding warrants to purchase 550,000 shares of Common Stock.

The following table sets forth the computation of basic and diluted net income per common share:

Schedule of Computation of Basic and Diluted Net Income Per Common Share

	2024			2023			2024			2023
	Nine Months Ended September 30,						Three Months Ended September 30,
	2024			2023			2024			2023
Net income (loss)	$	(1,208,962	)	$	(441,915	)	$	(475,435	)	$	(114,110	)
Weighted average shares of common stock outstanding – Basic and diluted		27,410,234			25,596,249			27,410,234			27,410,234
Net loss per share:
Earnings per share – Basic and diluted		(0.04	)		(0.02	)		(0.02	)		(0.00	)

NOTE 4. Prepaid Expenses

In August 2023, the Company signed an agreement with M2 Compliance LLC (“M2”) for M2 to provide EDGAR filing services for the Company. The term of the services iswas from August 19, 2023 to August 18, 2024. ~~The~~for an annual fee isof $6,495., therefore during the three months ended March 31, 2024 the Company amortized $1,624 of the fee, with the remaining balance of $2,436 being amortized during the year ended December 31, 2024. In August 2024, the Company paid $7,015 for the period from August 19, 2024 to August 18, 2025. The Company amortized $~~4,937 and $~~1,~~689~~754 during of the ~~expenses for the services for the nine and~~ three months ended ~~September~~March 3031, ~~2024~~2025, ~~respectively.~~leaving Asa ofremaining prepaid ~~September~~balance ~~30,~~of ~~2024~~$2,629 as ~~the~~of ~~balance~~March ~~was $6~~31,~~138~~ 2025.

Also in August 2023, the Company paid the annual fees to ~~OCT~~OTC Markets for two categories of services. The fee iswas $9,780. and ~~The~~the Company ~~amortized~~ amortized $52,~~705~~445 ~~and $815~~ of ~~expenses for~~ the ~~nine~~fee ~~and~~during the three months ended ~~September~~March 3031, 2024, ~~and~~with ~~2023~~the remaining $3,260 being ~~respectively.~~amortized Asduring ofthe ~~September~~year ended 30December 31, 2024. In October 2024, the ~~total~~Company ~~amortized~~paid ~~was~~the annual fee of $910,~~780~~080 for ~~and~~the year from November 2024 to October 2025. The Company amortized $2,520 of the ~~balance~~fee ~~was~~during the three months ended March 31, 2025, leaving a remaining prepaid balance of $05,880 as of March 31, 2025.

In ~~December~~March ~~2023~~2025, the Company ~~hired~~upgraded athe ~~consultant~~OTC toMarkets ~~work~~services onand ~~the~~paid ~~patents related to~~ the ~~token~~annual ~~business~~fee ~~operations~~of ~~and paid a~~ $~~100~~9,~~000~~300 ~~retainer~~ for the ~~services~~period tofrom beMarch ~~performed~~2025 to February 2026. AsThe ofCompany ~~September~~amortized ~~30,~~$775 ~~2024,~~for the ~~services~~month ~~have~~of ~~not~~March ~~been~~2025 ~~completed,~~with ~~therefore~~ the ~~full~~remaining balance of $~~100~~8,~~000~~525 ~~remains as~~being aamortized ~~prepaid~~for ~~expense~~the asrest of ~~September 30, 2024~~the period.

~~In May 2024, the Company overpaid one of their vendors $2,699 and this amount will be applied to the future expenses.~~11

As of ~~September~~March 3031, ~~2024~~2025, the balance of prepaid expenses was $~~108~~17,~~836~~034.

NOTE 5. Intangible Assets

In January 2023, the Company entered into a service agreement with Nodalium, Inc. through which Nodalium, Inc. (“Nodalium”) will provide continuing services for the Architectural Plan Project, Core IT Platform & Digital Asset Ecosystem and Workflow management. The consideration for this project is $80,000. As of ~~September~~March 3031, ~~2024~~2025, the ~~project~~net ~~was~~book ~~not yet in use, therefore no amortization was recognized for the nine months ended September 30, 2024 and the~~ value of the intangible assets was $8018,~~000 as of September 30~~105,170, ~~2024.~~which ~~Having~~was ~~participated in~~made ~~the~~up ~~planning and development~~ of the ~~Company’s~~assets ~~Core~~described Architectural Platform and Digital Asset Ecosystem, Nodalium, based on its platform knowledge and expertise, will further deliver its exclusive “Workflow” technology allowing the Company to independently monitor and report on all transactions involving the IONbelow.au Digital Asset and/or the ION Digital Hybrid Blockchain platform. Nodalium’s continuous reporting will allow the Company to systematically balance its internal ledger systems, inclusive of client account balances reflecting buy, sell, trade or collateral pledge transactions, on a daily basis, against balances provided by Nodalium. All such accounting, will be made available in statement format to clients, institutional partners, auditors and/or public agencies, as appropriate.

InSoftware February 2023, ION Acquisition Corp., a company owned 100% by Carlos Montoya, the Company’s Chief Executive Officer and controlling stockholder, signed a purchase agreement with Nahla Jacobs and Nahla Saleh Jacobs Trust and Orebits Acquisition Group LLC, to ~~purchase 180~~be ~~Orebits AU Certificates~~Sold, ~~valued at $335~~Leased,~~700.~~ ~~ION~~or Acquisition Corp. paid $85,700 in cash and issued 1,136,364 shares of its common stock for the transaction. ION Acquisition Corp then contributed the 180 Orebits AU Certificates to the Company. In October 2023, the Company assessed the value of the Orebits AU Certificates and determined there was an impairment of $8,199, reducing the asset value to $327,501 as of December 31, 2023. This asset has been determined to have an indefinite life, therefore no amortization has been recognized, instead the asset is evaluated for impairment in accordance with Company policy for such. In July 2024, the Company sold 50 units of the Orebits in exchange for 2 units of Bitcoin (“BTC”). The selling price was $116,630 based on the value of BTC on the date of sale, and the cost of the 50 Orebits was $90,948, so the gain on exchange of the intangible assets was $25,682, During the nine months ended September 30, 2024 no impairment was recognized, therefore as of September 30, 2024, the value of the Orebits was $236,553. On September 30, 2024, the Company sold the 2 units of BTC for cash of $120,425, which was the BTC selling price on the date of sale, resulting in a gain on sale of intangible assets of $3,795.Marketed

In March 2023 the Company paid, through OAG (a related party), $84,000 to Oktane Media, a Company owned by Ken Park, the Company’s Chief Marketing Officer, for Nodalium Channel Partnership Agreement & Transaction Costs, through which the Company obtained a certain license that ~~allows~~allowed the Company to resell the license. The license fee ~~covers~~ covered one year. The asset was amortized over the twelve months starting in April 2023. The Company amortized $0 and $21,000 during the ~~nine~~ three months ended ~~September~~March 3031, 2025 and 2024, ~~and~~respectively. The itasset was fully amortized ~~and the net value of this asset was $0~~ as of ~~September~~March 3031, ~~2024~~2025.

InInternal-use March 2023, the Company signed an agreement with Instruxi Limited, through which Instruxi Limited will build a technology stack for the tokenization of precious metal, mineral, and/or commodity asset rights for unextracted deposits. The technology stack will allow the Company to provide specialist consultation, through its ION’s Digital Architecture & Hybrid Blockchain Platform. The Company paid $329,142 and as of September 30, 2024 the project was not yet complete, therefore no amortization was recognized for the nine months ended September 30, 2024 and the value of the assets was $329,142 as of September 30, 2024.Software

In ~~December~~January 2023, the Company ~~obtained~~entered ~~9,699.7082~~into ~~Orebits~~a AUservice ~~Certificates~~agreement ~~through~~with ~~the~~Nodalium, ~~acquisition of Orebits~~Inc. ~~Pursuant~~(“Nodalium”) tothrough ~~the~~which ~~purchase~~Nodalium ~~agreement,~~would ~~I-ON~~provide ~~Digital~~workflow ~~Corp.~~automation ~~issued~~for ~~910,000~~the ~~shares~~KYC ofand ~~Series~~AML Conboarding ~~Preferred~~of ~~Stock~~gold inreserves. ~~exchange~~The consideration for ~~Orebits’~~this ~~100%~~project ~~ownership~~was ~~of 910~~$80,000 ~~Orebits’ shares~~. ~~The~~During ~~Company, having independently built~~ the three ~~underlying~~months ~~ION~~ended ~~Digital~~March ~~Hybrid~~31, ~~Blockchain~~2025, &the ~~Workflow~~Company ~~Platform~~recognized inamortization ~~anticipation~~ of ~~onboarding~~$6,667 and the ~~Orebits.AU~~remaining ~~Gold~~balance ~~Backed~~of ~~Digital Asset, recorded~~ the ~~9,699.7082~~assets ~~Orebits~~was ~~AU Certificates at~~ $1733,~~643,284 ($1,818.95 per~~333 as ~~Orebits~~of AUMarch ~~Certificate)~~31, 2025. ~~This~~Having ~~asset~~participated ~~has~~in ~~been~~the ~~determined~~planning toand ~~have~~development anof ~~indefinite~~the ~~life,~~Company’s ~~therefore~~Core noArchitectural ~~amortization~~Platform ~~has~~and ~~been~~Digital Asset ~~recognized~~Ecosystem, ~~instead the~~I-ON ~~asset~~will isfurther ~~evaluated~~develop ~~for~~and ~~impairment~~expand inupon ~~accordance~~the ~~with~~Nodalium ~~Company~~technology ~~policy~~by ~~for~~adding ~~such.~~new ~~During~~AI ~~the~~and ~~nine~~web3-based ~~months~~workflow ~~ended September 30, 2024 no~~management ~~impairment~~components ~~was~~that ~~recognized,~~have ~~therefore~~been asadditionally ofdeveloped ~~September~~by ~~30,~~other ~~2024,~~technology ~~the~~partners ~~value~~like ofInstruxi ~~this asset was $17,643,284~~Limited.

AsIn ofMarch ~~September 30~~2023, ~~2024~~the Company signed an agreement with Instruxi Limited, ~~the~~through ~~net~~which ~~value~~Instruxi ofLimited was to build a technology stack for the ~~intangible~~tokenization ~~assets~~of ~~was~~precious ~~$18~~metal,~~288~~ mineral,~~979~~ and/or commodity asset rights for unextracted deposits. ~~Because~~The ~~the~~technology ~~intangible~~stack ~~assets~~allows ~~subject~~the Company to ~~amortization had~~provide ~~not~~specialist ~~yet~~consultation, ~~been~~through ~~placed~~its ~~into~~ION’s ~~service~~Digital asArchitecture of& ~~September~~Hybrid ~~30,~~Blockchain ~~2024~~Platform. The Company paid $329,142 for this software. During the ~~Company~~three ~~has~~months ~~not~~ended ~~yet~~March ~~determined~~31, 2025 the ~~expected~~Company ~~aggregate~~recognized amortization of $27,428 and ~~expense~~the ~~for~~value ~~future~~of ~~periods~~the assets was $192,000 as of March 31, 2025.

14The Company expects to record amortization of $102,286 and $123,047 for the years ending December 31, 2025 and 2026, respectively.

Indefinite-lived Intangible Assets

In February 2023, ION Acquisition Corp., a company owned 100% by Carlos Montoya, the Company’s Chief Executive Officer and controlling stockholder, signed a purchase agreement with Nahla Jacobs and Nahla Saleh Jacobs Trust and Orebits Acquisition Group LLC, to purchase 180 Orebits AU Certificates, valued at $335,700. ION Acquisition Corp. paid $85,700 in cash and issued 1,136,364 shares of its common stock for the transaction. ION Acquisition Corp. then contributed the 180 Orebits AU Certificates to the Company. In October 2023, the Company assessed the value of the Orebits AU Certificates and determined there was an impairment of $8,199, reducing the asset value to $327,501 as of December 31, 2023.

In December 2023, the Company obtained 9,699.7082 Orebits AU Certificates through the acquisition of Orebits as a result of the Contribution and Exchange Agreement with OAG, an entity owned and controlled by Carlos Montoya, CEO (see NOTE 1). Pursuant to the agreement, I-ON Digital Corp. issued 910,000 shares of Series C Preferred Stock in exchange for Orebits’ 100% ownership of 910,000 Orebits’ shares. The Company, having independently built the underlying ION Digital Hybrid Blockchain & Workflow Platform in anticipation of onboarding the Orebits AU certificates as a Gold Backed Digital Asset, recorded the 9,699.7082 Orebits AU Certificates at $17,643,284 ($1,818.95 per Orebits AU Certificate).

In July 2024, the Company sold 50 units of the Orebits AU Certificates in exchange for 2 units of Bitcoin (“BTC”). The selling price was $116,630 based on the value of BTC on the date of sale, and the carrying value of the 50 Orebits AU Certificates was $90,948, so the gain on exchange of the intangible assets was $25,682. On September 30, 2024, the Company sold the 2 units of BTC for cash of $120,425, which was the BTC selling price on the date of sale, resulting in a gain on sale of intangible assets of $3,795.

The Orebits AU Certificates have been determined to have an indefinite life, therefore no amortization has been recognized, instead the asset is evaluated for impairment in accordance with the Company’s policy for such. During the three months ended March 31, 2025 no impairment was recognized, therefore as of March 31, 2025, the value of the indefinite-lived intangible assets were $17,879,837. As of March 31, 2025 489 Orebits AU Certificates were pledged as collateral for the Company’s loans payable (see NOTE 7).

NOTE 6. Related-Party Transactions

AsDuring ~~described~~2023, inthe ~~NOTE~~Company 1received ~~and~~$176,342 from ~~NOTE~~IAC 7,as inconsideration ~~January~~to ~~2023,~~acquire 803 shares ~~the~~of ~~Company~~Series ~~sold~~A ~~3,600~~Preferred Stock. The shares were ofissued ~~its~~in December 2024 therefore were recorded as Series A Preferred Stock to ~~related~~be ~~parties~~issued ~~for proceeds~~as of ~~$214~~March 31,~~286~~ 2024 (see NOTE 8).

As described in NOTE 5 the Company purchased certain intangible assets from related parties.

Through an entity controlled by Carlos Montoya, the Company’s CEO and controlling stockholder, Mr. Montoya currently pays substantially all the expenses for the Company’s operations and certain capital expenditures. For the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023,~~ 2024, the related party deposited cash into the Company and/or paid Company expenses of $~~815~~206,~~061~~ 787 and $~~152~~80,~~690~~311, respectively. These advances from the related party are repayable by the Company, unsecured, non-interest bearing and payable on demand. There are no written agreements for these advances. As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, the balance of due to ~~the~~this related party was $~~982~~1,~~970~~543,426 and $~~167~~1,~~909~~336, 639, respectively.

OnDuring the three months ended March 3031, ~~2023~~2025, the Company, ~~sub-leased~~on ~~its~~behalf ~~Enterprise~~of ~~Workflow/Intelligent~~one ~~Automation~~of ~~Platform,~~its asrelated ~~allowed~~parties, ~~under~~Oktane aMedia ~~relicensing~~LLC ~~provision~~(“Oktane”), ~~within~~owned ~~that~~by ~~certain~~the ~~master~~Company’s ~~software~~Chief ~~license~~Marketing ~~agreement~~Officer, toconducted ~~I-ON~~the ~~Acquisition~~payroll ~~Corp.,~~process anfor ~~entity~~Oktane. ~~owned~~The byCompany ~~Carlos~~paid ~~Montoya, the Company~~Oktane’s employee ~~Chief~~payroll, ~~Executive~~payroll ~~Officer,~~taxes ~~for~~and ~~annual~~employee ~~fees~~benefits in the amount of $~~130~~124,~~500~~544. The Company ~~received~~got reimbursed the ~~full~~same amount ~~and~~from ~~recorded~~Oktane ~~it as deferred revenue, to be~~during ~~recognized~~the ~~into~~three ~~revenue~~months ~~over~~ended ~~the~~March ~~twelve-month~~31, ~~licensing~~2025, ~~period~~with ~~starting~~an inadditional ~~April~~advance ~~2023~~of $6,036. ~~The~~Oktane ~~Company~~Media ~~recognized~~LLC ~~revenue~~also ofcharged $3233,~~625~~000 for the services it performed for the ~~nine~~Company during the three months ended ~~September~~March 3031, ~~2024~~2025, and the ~~deferred~~Company ~~revenue~~paid ~~related~~$22,000. toAs ~~this~~of ~~contract~~March ~~was~~31, $02025, asthe ofCompany owed ~~September~~Oktane 30$17, ~~2024~~036.

~~NOTE~~On 7March 30, 2023, the Company sub-leased its Enterprise Workflow/Intelligent Automation Platform, as allowed under a relicensing provision within that certain master software license agreement, to I-ON Acquisition Corp., ~~Convertible~~an ~~Notes~~entity owned by Carlos Montoya, the Company’s Chief Executive Officer, for annual fees of $130,500. The Company received the full amount at contract inception and recorded it as deferred revenue, to be recognized into revenue over the twelve-month licensing period starting in April 2023, as the Company’s single performance obligation was to allow I-ON Acquisition Corp. to utilize the software during the license period. The Company recognized revenue of $0 and $32,625 for the three months ended March 31, 2025 and 2024, respectively.

In November 2023, the Company issued Convertible Notes payable in the amount of $550,000, with the following terms and conditions. The term is one year or 30 days from the closing date of the registered security token offerings (the “Payment Date”) which is a planned offering yet to be approved by the Securities and Exchange Commission (“SEC”). The effective (bonus) interest rate is 100% payable at the closing date. In addition, the Company issued 550,000 warrants to purchase shares of common stock to the holders of Convertible Notes as additional consideration (see NOTE ~~8). The value of the warrants was $87,970, which was recorded as a debt discount and increase~~ ~~to additional paid in capital at note inception~~7. ~~The~~Loans Convertible Notes can be converted to SEC registered tokens if and when they are approved and made available. The principal will be paid at the Payment Date by tokens at two and half times the principal, of which the value of the tokens would be $1,375,000.Payable

~~For~~In November 2023, the ~~nine~~Company ~~months~~issued ~~ended~~promissory ~~September~~notes ~~30,~~in ~~2024~~the amount of $550,000, with a maturity date at the ~~Company~~earlier ~~amortized~~of ~~debt~~one ~~discount~~year or 30 days from the closing date of ~~$65,979~~a ~~into~~registered ~~interest~~security ~~expense~~token ~~and~~offering which was a planned offering yet to be approved by the ~~total~~Securities ~~amortization~~and Exchange Commission. The promissory notes had an effective (bonus) interest rate of 100% of the note principal, therefore the Company was recording interest of $76550,~~974~~000 ratably asover the term of ~~September~~the ~~30,~~promissory ~~2024~~notes. AsIn ofaddition, ~~September~~the ~~30,~~Company ~~2024~~issued 550,000 warrants to purchase shares of common stock to the ~~balance~~holders of the ~~debt~~promissory ~~discount~~notes ~~remaining~~as additional consideration (see NOTE 8). The value of the warrants was $1087,~~995~~970, which was recorded as a debt discount and increase to additional paid in capital at note inception. Further, as additional consideration, upon the ~~net~~closing ~~loan~~date of an ION Digital Registered Security Token Offering, the Company would be required to ~~balance~~issue Registered Tokens, which would be derived from the Offering, at the sum of which was ~~$539~~to be equal to two and one-half times the principal of the promissory notes. Said tokens,~~005~~ all or in part, were to be convertible into the Company’s common stock at a 20% discount to the prevailing bid price on the date that the lender issues to the Company a notice of conversion.

~~For~~Effective November 1, 2024, all promissory notes were amended to extend the ~~nine~~maturity ~~months~~date ~~ended~~to ~~September~~June 30, ~~2024,~~2025 and the Company ~~recorded~~was responsible to pay an additional interest ~~expense~~amount that was 10% of the total amount due at the time of amendment, or $~~478~~110,~~856~~000. AsThe Company accounted for this modification as a debt extinguishment, therefore this additional cost of ~~September~~financing 30was recorded as a loss on debt extinguishment during the year ending December 31, 2024. In conjunction with the amendment, the ~~interest~~Company ~~accrued~~pledged 489 of their Orebits AU Certificates ~~was~~as ~~$492~~collateral for the loans (see NOTE 5). Further,~~466~~ the Company assigned the obligation for the issuance of any Registered Tokens to a related party and the holders of the promissory notes released the Company from such obligation recorded in the original promissory notes.

For the three months ended March 31, 2024, the Company recorded interest expense of $137,123 and amortized debt discount of $21,993 into interest expense related to the loans payable. The debt discount was fully amortized and all interest due on the note was recognized as of December 31, 2025, therefore no interest expense was recorded during the three months ended March 31, 2025.

As of March 31, 2025 the balance of the loans payable balance was $550,000 and the balance of the interest accrued was $660,000.

NOTE 8. Stockholders’ Equity

OnSeries ~~September~~A ~~29,~~Preferred 2022, the Company effectuated an Equity Transfer Agreement (the “Sell-Off Agreement”) by and among the Company, Communications and JFJ Digital Corp., a Delaware corporation (“JFJ”), whereby all of the outstanding equity of Communications was transferred to JFJ in exchange for the return of 15,306,119 shares of Common Stock held by Jae Cheol Oh, the Company’s-then Chief Executive Officer and Chief Financial Officer, and Hong Rae Kim, a founder and then-director of the Company (the “Sell-Off”). After the “Sell-off”, the Company had 19,724,220 common shares outstanding.

In September 2022, the Company established the Series A Preferred Stock. The authorized number of shares of Series A Preferred Stock is six thousand (6,000). Each share has a par value of $0.0001. In January 2023, pursuant to a certain purchase agreement, the Company issued 3,600 shares of Series A Preferred Stock for $214,286 cash consideration. Also, according to the Purchase Agreement (refer to Note 1), $214,286 was distributed to the former major shareholder. Each share of Series A Preferred Stock is convertible into Ten Thousand (10,000) shares of Common Stock and iswere entitled to vote on matters as to which holders of the Common Stock shall be entitled to vote at a rate of ~~Ten~~one ~~Thousand~~hundred (100) votes per share of Series A Preferred Stock, which was changed with an amendment on August 22, 2024 to ten thousand (10,000) votes per share of Series A Preferred Stock.

15In May and June 2023, the Company received $100,000 and $71,342, respectively, for Series A preferred stock to be issued to IAC, a related party (see NOTE 6). The total of $171,342 was recorded as a liability because if the Company was not able to issue the stock, the funds would be returned. In September 2023, the Company decided to issue the stock and the total amount of $171,342 was reclassified to stock to be issued. In August 2023, the Company received an additional $5,000 from IAC for the stock to be issued. As of December 31, 2023 and March 31, 2024, the total shares of Series A preferred stock to be issued was 803 recorded at a value of $176,342.

InDuring ~~September 2022,~~ the ~~Company~~year ~~established~~ending aDecember ~~series~~31, of2024, ~~preferred~~the ~~stock~~Company ~~known~~recorded asthe ~~Series~~issuance ~~B Convertible Preferred Stock (“Series B Preferred Stock”). The authorized number~~ of ~~shares~~their of Series BA Preferred Stock istherefore ~~six~~increasing ~~thousand~~their ~~(6,000)~~Series A ~~with~~shares aby 803 and ~~par~~reclassifying the value of $~~0.0001. In January 2023~~176,342 from ~~the Company issued 6,000 shares of~~ Series BA Preferred ~~Sock~~Stock ~~according~~ to abe ~~Contribution~~issued ~~Agreement~~to ~~(the~~additional ~~“Contribution Agreement”)~~paid-in ~~with~~capital. ~~certain~~As ~~Purchasers~~a ~~(the “Purchasers”) pursuant to which the Purchasers agreed to purchase 6~~result,~~000~~ ~~shares~~as of ~~Series~~December B31, ~~Preferred Stock~~2024 ~~for~~and ~~the~~March ~~consideration~~31, of2025, ~~cash~~there ~~$35,714.~~were ~~Each~~no ~~share~~shares of Series BA ~~Preferred~~preferred ~~Stock~~stock isto ~~convertible~~be ~~into~~issued ~~one~~and ~~thousand~~no amount ~~(1,000)~~shown ~~shares~~on ~~of Common~~the ~~Stock~~books.

~~Also~~As inof ~~January~~March ~~2023~~31, ~~all~~2025 ~~6,000~~there ~~issued and outstanding shares of~~ were 5,403 Series BA Preferred Stock ~~were~~issued ~~converted~~and ~~into 6,000,000 shares of Common Stock~~outstanding.

InSeries ~~January~~B ~~2023,~~Preferred ~~the Company cancelled 350 shares of Common~~ Stock ~~issued to a stockholder.~~

In ~~May~~September ~~2023~~2022, the Company ~~issued~~established ~~1,000~~the Series B Preferred Stock. The authorized number of shares of Series AB Preferred Stock ~~for~~is six ~~the~~thousand (6,000) with a par value of $~~219,500~~0.0001. AsEach share of ~~December~~Series ~~31,~~B ~~2023~~Preferred Stock is convertible into one thousand (1,000) shares of Common Stock and is entitled to vote on matters as to which holders of the ~~total~~Common ~~number~~ Stock shall be entitled to vote at a rate of one ~~outstanding~~thousand ~~shares~~(1,000) votes per share of Series AB Preferred Stock ~~was 4,600~~.

InDuring ~~May~~the ~~2023,~~three ~~the~~months ~~Company~~ended ~~issued~~March 131,~~136,364~~ ~~shares~~2025 ofand ~~Common~~2024, ~~Stock~~there towere ~~Nahla~~no ~~Jacobs~~Series ~~according~~B toPreferred ~~the~~Stock ~~service~~transactions ~~agreement signed with Nahla Jacobs~~ and ~~Nahla~~as ~~Saleh~~of ~~Jacobs~~March ~~Trust~~31, 2025 and ~~Orbits~~December 31, ~~Acquisition~~2024 ~~Group~~there ~~LLC.~~were no Series ~~The~~B ~~share~~Preferred ~~price~~Stock ~~was~~issued ~~$0.22 per share~~ and ~~the total value was $250,000~~outstanding.

~~Also~~Series inC ~~May~~Preferred ~~2023, the Company issued 550,000 shares of Common~~ Stock ~~pursuant to the service agreement the Company signed with Dutchess Group LLC at $0.22 per share for a total of $121,000.~~

In ~~May~~December ~~and June~~ 2023, the Company ~~received~~established ~~$100~~the Series C Preferred Stock. The authorized number of shares of Series C Preferred Stock is 910,000 with a ~~and~~par value of $~~71,342,~~0.0001 per ~~respectively,~~share. Each ~~for~~share ~~stock~~of Series C Preferred Stock is convertible into twenty (20) shares of Common Stock and was entitled to vote on matters as to which holders of the Common Stock shall be ~~issued~~entitled to vote at a rate one (1) vote per share of Series C Preferred Stock. In ~~August~~February ~~2023,~~2025 the Company ~~received additional~~amended ~~$5,000~~their Certificate of Designation for the ~~stock~~Series toC bePreferred ~~issued.~~Stock Asand allow each share of ~~September~~Series ~~30,~~C ~~2024,~~Preferred ~~the~~Stock ~~amount~~to ofvote ~~stock~~on matters as to which holders of the Common Stock shall be ~~issued~~entitled ~~was~~to ~~$176,342~~vote at a rate twenty (20) votes per share of Series C Preferred Stock.

InDuring ~~November~~the ~~2023,~~three ~~the~~months ~~Company~~ended ~~issued~~March ~~550~~31,~~000~~ ~~warrants~~2025 toand ~~purchase~~2024 ~~shares~~there ofwere ~~Common~~no ~~Stock~~Series toC ~~the~~Preferred ~~Holders~~Stock oftransactions ~~Convertible~~and ~~Notes~~ as ~~additional consideration~~of ~~for~~March ~~the loans (see NOTE 7). Pursuant to the underlying loan agreements~~31, ~~the~~2025 ~~warrant~~and ~~holders can purchase shares of Common~~December ~~Stock~~31, at2024 ~~the~~there ~~price~~were ~~of $0.07 per share. The total value of the warrants was $87~~745,~~970~~000 ~~and~~Series ~~the~~C ~~warrants~~Preferred ~~will~~Stock ~~expire on November 6, 2024~~outstanding.

~~In December 2023, the Company issued 910,000 shares of~~ Series ~~C Preferred Stock in exchange for 910,000 shares of Orebits. The authorized~~ ~~number~~E ~~of shares of Series C~~ Preferred Stock ~~is 910,000 with a par value of $0.0001 per share. Each share of Series C Preferred Stock is convertible into twenty (20) shares of Common Stock and is entitled to twenty (20) votes per share.~~

AsOn ofJanuary ~~September 30~~5, ~~2024~~2025, the Company ~~had~~established ~~27,410,234~~the Series E Preferred Stock. The Series E Preferred Stock is convertible at any time into shares of Common Stock ~~issued~~at ~~and~~the ~~outstanding~~rate of 500 shares of Common Stock for each share of Series E Preferred Stock. The Series E Preferred Stock votes on an as-converted basis, i.e. each share of Series E Preferred Stock is entitled to 500 votes on all matters submitted to a vote of stockholders.

During the three months ended March 31, 2025 there were no Series E Preferred Stock transactions and as of March 31, 2025 there were no Series B Preferred Stock issued and outstanding.

Common Stock

During the three months ended March 31, 2025 and 2024 there were no Common Stock transactions and as of March 31, 2025 and December 31, 2024, the Company had 31,106,234 shares of Common Stock issued and outstanding.

Warrants

In November 2023, the Company issued 550,000 warrants to purchase shares of Common Stock to the Holders of Promissory Notes as additional consideration for the loans (see NOTE 7). Pursuant to the underlying loan agreements, the warrant holders could purchase shares of Common Stock at the price of $0.07 per share. The total value of the warrants was $87,970 and the warrants were to expire on the maturity dates of the promissory notes.

On November 1, 2024, 550,000 warrants were given up in a cashless exercise in exchange for 396,000 shares of Common Stock.

As of March 31, 2025 and December 31, 2024 there were no warrants issued or outstanding.

NOTE 9. Subsequent Events

The Company follows the guidance in FASB ASC 855-10 for the disclosure of subsequent events. The Company evaluated subsequent events through the date the financial statements were available to be issued and determined the Company did not have any ~~reportable~~material subsequent events to report except the following:

After the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, related parties continue to fund the Company’s operations. Subsequent to ~~September~~March 3031, ~~2024,~~ 2025, the Company received total advances of $~~315~~105,000 from related parties.

1615

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward Looking Statements

This quarterly report on Form 10-Q contains forward-looking statements that involve risks and uncertainties. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions.

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested in this report. Except as required by applicable law, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our unaudited interim financial statements for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024 and as of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~ 2024 are expressed in US dollars and are prepared in accordance with ~~GAAP.~~generally accepted accounting principles in the United States of America. They reflect all adjustments (all of which are normal and recurring in nature) that, in the opinion of management, are necessary for fair presentation of our interim financial information. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for any subsequent quarter. Our unaudited financial statements and notes included therein have been prepared on a basis consistent with and should be read in conjunction with our audited financial statements and notes for the year ended December 31, ~~2023~~2024, as filed in our annual report on Form 10-K.

The following discussion should be read in conjunction with our interim financial statements and the related notes that appear elsewhere in this quarterly report.

Business Overview

Organization and Corporate History

I-ON is a leading-edge provider of asset-digitization and securitization solutions engineered to provide a secure, fast, transparent, and institutional-grade ecosystem. We specialize in digitizing documentary evidence of ownership into secure, asset-backed digital certificates, thus bringing liquidity and recognized value to a diverse array of asset classes. Our cutting-edge technology includes a zero-trust, hybrid blockchain architecture that incorporates state-of-the-art smart contracts and sophisticated workflow management AI technologies. This system enables the digitization of ownership records for recoverable gold, precious metals, and mineral reserves, transforming them into digital certificates that facilitate wealth transfer through innovative asset-backed financial instruments.

In the fiscal year 2023, I-ON continued to expand its market presence and product offerings. We notably acquired Orebits’ gold digitization ~~patent~~ patent portfolio, trademarks, brand marks, and core intellectual property ~~(see~~in ~~Note 1 of~~ the ~~Notes~~Orebits ~~to Financial Statements)~~Transaction. This acquisition has allowed us to enhance our capabilities and broaden our service offerings, particularly through a new SaaS platform designed for banks, broker-dealers, and other financial intermediaries. This platform supports the receipt, management, and reporting of digital assets, reinforcing our commitment to innovation in the banking, financial technology, and mineral asset industries.

Results of Operations

Net Sales – Related Party

The ~~related party~~ sales for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023 were $32,625 and $65,250, respectively. The sales for the three months ended September 30,~~ 2024 ~~and 2023~~ were $0 and $32,625, respectively. ~~The~~There ~~Company~~was ~~subleased~~no ~~its~~revenue ~~license~~for tothe athree ~~related party for~~months ~~one~~ended ~~year from April 2023 through~~ March ~~2024 for an annual fee of $130~~31,~~500.~~ ~~The~~2025 ~~Company~~because ~~received~~ the ~~full~~lease ~~amount~~that ~~and~~generated ~~recorded it as deferred~~ revenue ~~which~~for ~~was~~the ~~recognized~~Company ~~ratably~~ended ~~into~~on ~~revenue~~March ~~over~~31, ~~the~~2024; ~~twelve-month~~therefore, ~~licensing~~no ~~period~~revenue ~~beginning~~was ~~in April 2023~~recognized thereafter.

Cost of Sales

The cost of sales for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024 were $~~21,000~~0 and $4821,~~667~~000, respectively. ~~The~~For ~~cost of sales for~~ the ~~three~~ ~~months~~same ~~ended~~reason ~~September~~explained 30above, there ~~2024~~was ~~and~~no ~~2023~~cost ~~were~~of $0sale ~~and~~for ~~$27,667, respectively. The costs were recognized over~~ the ~~same~~three ~~period~~months ~~revenue was~~ended ~~generated, from April 2023 through~~ March ~~2024~~31, 2025.

Gross Profit

The gross profit for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024 was $~~11,625~~0 and $1611,~~583~~625, respectively. ~~The~~For ~~gross profit for~~ the ~~three months~~same ~~ended~~reason ~~September~~explained 30above, there ~~2024 and 2023~~ was $0no ~~and~~gross ~~$4,958,~~profit ~~respectively.~~for ~~This is aligned to~~ the ~~sales~~three inmonths ~~the~~ended ~~same~~March ~~periods~~31, 2025.

Operating Expenses

Operating expenses consist of professional fees and general and administrative expenses.

Operating expenses for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 was $~~771~~348,~~208~~409, containing $~~334~~172,~~469~~914 of professional fees and $~~436~~175,~~739~~495 of general ~~and~~ and administrative expenses. Comparing with the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024, the operating expenses were $~~458~~146,~~498~~428, containing $~~225~~53,~~590~~ 000 of professional fees, and $~~232~~93,~~908~~428 of general and administrative expenses. The increase in operating expenses was due to the increase of expenses of professional fees, marketing, and amortization as a result of overall growth efforts to expand the Company’s operations.

Operating expenses for the three months ended September 30, 2024 was $344,289, containing $142,890 of professional fees and $201,399 of general and administrative expenses. Comparing with the three months ended December 30, 2023, the operating expenses were $119,068, containing $41,830 of professional fees, and $72,238 of general and administrative expenses.

The increase in operating expenses was due to more costs incurred such as professional fees, computer and internet expenses, franchise tax, travel and payroll expenses, etc. during the three and nine months ended September 30, 2024.

Other Income (Expense)

For the three ~~and nine~~ months ended ~~September~~March 3031, 2025 and 2024, the Company had ~~interest~~other ~~expenses~~expense of $~~160,623~~0 and $~~478~~159,~~856~~116, respectively. ~~There~~The ~~were~~other noexpense ~~such~~represents interest expenses. The Company obtained loans of $550,000 with high interest rate and a debt discount at inception in November 2023. Therefore, for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2023~~2024, asthere ~~the~~was ~~Company~~interest ~~obtained~~expense ~~loans~~ of $~~550~~159,~~000,~~116. ~~recorded~~As ~~with~~all ~~debt~~interest ~~discount~~due aton ~~inception,~~the Company’s inloans ~~November~~was ~~2023,~~recognized ~~and~~as ~~did~~of ~~not~~December ~~recognize~~31, ~~any~~2025, there was no interest orexpense ~~amortization~~recorded ofduring ~~debt~~the ~~discount~~three ~~before~~months ~~that~~ended ~~date~~March 31, 2025.

For the three and nine months ended September 30, 2024, the Company exchanged 50 units of Orebits for 2 units of Bitcoin, resulting in a gain on exchange of intangible assets of $25,682, and sold the 2 units of Bitcoin for cash of $120,425 resulting in a gain on sale of intangible assets of $3,795.

Liquidity and Capital Resources

As of ~~September~~March 3031, ~~2024~~2025, the Company had ~~its~~ cash of $~~199~~189,~~959~~420 in its bank account.

Operating Activities

Cash of $~~745~~287,~~920~~462 was used infor ~~operating~~operations ~~activities~~in ~~for~~ the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, compared to the cash ~~provided~~used byin ~~operating activities~~operations of $12114,~~107~~642 for the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024, a change of $172,820. The change was ~~mainly~~ due to the increase in net loss, ~~that~~which ~~more~~was ~~than~~not ~~doubled~~offset by ~~for~~any ~~the~~increases ~~nine months ended September 30, 2024 compared~~ to ~~the~~accrued ~~net~~interest ~~loss~~during ~~for~~ the ~~nine months ended September 30, 2023~~period.

Investing Activities

Cash ~~provided by investing activities for the nine months ended September 30, 2024 was $94,743, compared to cash~~ used in investing activities ~~$560,353~~ for the ~~nine~~three months ended ~~September~~March 3031, ~~2023.~~2025 ~~The~~and ~~change~~2024 was ~~due to the Company selling and exchanging intangible assets during the current period versus investing in intangible assets during the prior period~~$0.

Financing Activities

Cash provided by financing activities for the ~~nine~~three months ended ~~September~~March 3031, 2024 was $~~815~~206,~~061~~787, compared to cash provided inby financing activities of $~~548~~80,~~532~~311 for the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024, an increase of $126,476. The increase was due to more ~~funds~~advances ~~being~~from ~~needed~~related ~~for the Company’s operations~~parties in the current period.

Critical Accounting Estimates

Our financial statements are affected by the accounting policies used and the estimates and assumptions made by management during their preparation. A complete summary of these policies is included in Note 2 of the notes to our financial statements. We have identified below the accounting policies that are of particular importance in the presentation of our financial position, results of operations and cash flows, and which require the application of significant judgment by our management. Management has carefully considered the recently issued accounting pronouncements that altered generally accepted accounting principles and does not believe that any other new or modified principles will have a material impact on the Company’s reported financial position or operations in the near term.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by 17 C.F.R. 229 (10)(f)(i) and are not required to provide information under this item.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

As required by Rule 15d-15(b) under the Exchange Act, our management, including our principal executive and financial officer, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 15d-15(e) under the Exchange Act) as of ~~September~~March 3031, 2024, the last day of the period covered by this Quarterly Report. Based on this evaluation, our management, including our principal executive and financial officer, concluded that, as of March ~~September 30~~31, 2024, our disclosure controls and procedures were not ~~fully~~ effective at the reasonable assurance level due to material weaknesses identified, as previously disclosed in our Form 10-K for the year ended December 31, 2024.

Limitations on Effectiveness of Controls

Our management, including our principal executive and financial officer, does not expect that our disclosure controls and procedures, or our system of internal control over financial reporting (as defined in Rule 15d-15(f) under the Exchange Act), will prevent or detect all errors and all fraud. A control system, no matter how well designed or operated, can provide only reasonable, but not absolute, assurance that the objectives of the system are met. The design of our control system reflects the fact that there are resource constraints, and that the benefits of such control system must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control failures and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the intentional acts of individuals, by collusion of two or more people, or by management override of the controls. The design of any system of controls is also based in part on certain assumptions about the likelihood of future events, and there can be no assurance that the design of any particular control will always succeed in achieving its objective under all potential future conditions.

Changes in Internal Control over Financial Reporting

There ~~has~~have not been any ~~change~~changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the three~~-month~~ ~~period~~months ended March ~~September 30~~31, ~~2024~~2025 that has materially affected, or is reasonably likely to materially affect our internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

None of our directors, officers, affiliates, any owner of record or beneficially of more than 5% of our voting securities, or any associate of any such director, officer, affiliate or security holder are (i) a party adverse to us in any legal proceedings, or (ii) have a material interest adverse to us in any legal proceedings. We are not aware of any other legal proceedings that have been threatened against us.

Item 2. Unregistered Sales of Equity Securities

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Rule 10b-5(1) Trading Plans. During the three months ended ~~September~~March 3031, ~~2024~~2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits

Exhibit Number		Exhibit Description
31.1		Certification of Chief Executive and Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002
31.2		Certification of Chief Executive and Financial Officer Pursuant to 18 U.S.C. 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
32.1		Certification of Chief Executive and Financial Officer Pursuant to 18 U.S.C. 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
**		The certifications furnished inherein ~~Exhibit 32.1 hereto~~ are deemed to accompany this Form 10-Q and are not deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

2018

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: November 12, 2024
Date: May 14, 2025
	I-ON DIGITAL CORP.
	By:	/s/ Carlos X. Montoya
		Carlos X. Montoya
		Chairman, President (Principal Executive, Financial and Accounting Officer)
		Chairman, President
		(Principal Executive, Financial and Accounting Officer)

2119

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