What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-08-14 compared with 2025-05-15 · 628 added, 563 removed, 194 unchanged (86% of the section changed)

FINANCIAL STATEMENTS

Thumzup Media Corporation

March 31, 2025

Index to the Condensed Financial Statements

Condensed Balance Sheets as of March 31, 2025 (Unaudited) and December 31, 2024

Condensed Statements of Operations for the Three Months Ended March 31, 2025 and 2024 (unaudited)

Condensed Statements of Changes in Stockholder’s Equity (Deficit) for the Three Months Ended March 31, 2025 and 2024 (unaudited)

Condensed Statements of Cash Flows for the Three Months ended March 31, 2025 and 2024 (unaudited)

Notes to the Condensed Financial Statements (unaudited)

THUMZUP MEDIA CORPORATION

CONDENSED BALANCE SHEETS

Media Corporation

to the Condensed Consolidated Financial Statements

Condensed Consolidated Balance Sheets as of June 30, 2025 (Unaudited) and December 31, 2024

Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2025 and 2024 (unaudited)

Condensed Consolidated Statements of Changes in Stockholder’s Equity for the Three and Six Months Ended June 30, 2025 and 2024 (unaudited)

Condensed Consolidated Statements of Cash Flows for the Six Months ended June 30, 2025 and 2024 (unaudited)

Notes to the Condensed Consolidated Financial Statements (unaudited)

MEDIA CORPORATION

CONSOLIDATED BALANCE SHEETS

Current assets:

17 unchanged sentences

1,000 and 16,100 shares issued and outstanding, respectively

Preferred stock - Series C, $ 0.001 par value, $ 60.00 stated value, 200,000 shares authorized, none outstanding

Preferred stock, value

6 unchanged sentences

( 13,040,024 )

( 9,691,708 )

Total stockholders’ equity

Total liabilities and stockholders’ equity

The accompanying notes are an integral part of these

unaudited condensed financial statements.

THUMZUP MEDIA CORPORATION

CONDENSED STATEMENTS OF OPERATIONS

For the Three Months Ended March 31,

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

MEDIA CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three Months Ended June 30,

the Six Months Ended June 30,

Operating Expenses:

6 unchanged sentences

( 1,658,878 )

( 3,394,790 )

Other Income (Expense):

Impairment of intangible asset (bitcoin)

Unrealized gain on intangible asset (bitcoin)

Impairment of intangible asset (bitcoin)

Interest income (expense)

2 unchanged sentences

( 1,193,240 )

( 3,327,416 )

Provision for Income Taxes (Benefit)

1 unchanged sentence

$ ( 527,773 )

$ ( 3,327,416 )

$ ( 855,722 )

Dividends on preferred stock

2 unchanged sentences

$ ( 550,717 )

Net Income (Loss) Per Common Share:

$ ( 3,348,316 )

$ ( 881,432 )

Net Loss Per Common Share:

Weighted Average Common Shares Outstanding:

The accompanying notes are an integral part of these unaudited

condensed financial statements.

THUMZUP MEDIA CORPORATION

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’

FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024

Preferred Stock

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

MEDIA CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

THE THREE MONTHS ENDED JUNE 30, 2025 AND 2024

Balance at March 31, 2025

$ ( 298,207 )

$ ( 11,846,795 )

Equity issued for services rendered and to be rendered

Common Stock issued for Series B dividend

Common Stock issued for Series B conversion

Common Stock issued for Series A conversion

Preferred Series A issued for dividends

( 1,193,240 )

Balance at June 30, 2025

$ ( 298,207 )

$ ( 13,040,024 )

Balance at March 31, 2024

$ ( 6,022,515 )

Common Stock issued for services rendered and to be rendered

Refund of investment - Reg A+

Common stock issued for Series B dividend

Preferred Series B issued for cash

Issuance costs - Preferred Series B

Preferred Series A issued for dividends

Balance at June 30, 2024

$ ( 6,573,235 )

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

MEDIA CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024

Balance at December 31, 2024

$ ( 9,691,708 )

Common Stock issued and options for services rendered and to be rendered

Equity issued for services rendered and to be rendered

Common Stock issued for Series B dividend

Common Stock issued for Series B conversion

Common Stock issued for Series A conversion

Preferred Series A issued for dividends

Purchases of Treasury Stock

Net loss attributable to Common Stockholders

( 3,327,416 )

Balance at March 31, 2025

Balance at June 30, 2025

$ ( 298,207 )

$ ( 13,040,024 )

Preferred Stock

Balance at December 31, 2023

4 unchanged sentences

Common Stock issued for Preferred Series A conversion

Common stock issued for Series B dividend

Preferred Series B issued for cash

Preferred Series A issued for dividends

Balance at March 31, 2024

Issuance costs - Preferred Series B

Balance at June 30, 2024

$ ( 6,573,235 )

The accompanying notes are an integral part of these

unaudited condensed financial statements.

THUMZUP MEDIA CORPORATION

CONDENSED STATEMENTS OF CASHFLOWS

For the Three Months Ended March 31,

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

MEDIA CORPORATION

CONSOLIDATED STATEMENTS OF CASHFLOWS

For the Six Months Ended June 30,

Cash flows from operating activities:

Net loss attributable to common stockholders

$ ( 3,327,416 )

2 unchanged sentences

Depreciation and amortization expense

Stock issued for services

Equity issued for services

Impairment of intangible asset (bitcoin)

13 unchanged sentences

Cash flows from financing activities:

Proceeds from Coinbase BTC backed loan

Purchases of treasury stock

3 unchanged sentences

Proceeds from loan - related party

Net cash (used in) provided by financing activities

Net cash provided by financing activities

Net (decrease) increase in cash

6 unchanged sentences

Supplemental disclosure of non-cash investing and financing activities:

Common shares issued for Series A conversion

Common shares issued for Series B conversion

Preferred Series A shares issued for dividends

1 unchanged sentence

Common shares issued for Preferred Series B dividends

The accompanying notes are an integral part of these unaudited

condensed financial statements.

Thumzup Media Corporation

Notes to the Condensed Financial Statements (Unaudited)

March 31, 2025

Note 1 - Business Organization and Nature of Operations

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

Media Corporation

to the Condensed Consolidated Financial Statements (Unaudited)

1 - Business Organization and Nature of Operations

Thumzup Media Corporation (“Thumzup” or the “Company”) was incorporated on October 27, 2020, under the laws of

7 unchanged sentences

is designed to connect advertisers with individuals who are willing to promote their products online.

The Company is an “emerging growth company”

as that term is used in the Jumpstart our Business Startups Act of 2012, and as such, has elected to comply with certain reduced public

company reporting requirements.

2 – Going Concern and Management’s Liquidity Plans

of March 31, 2025, the Company had cash of $ 1,035,179 and working capital of $ 905,928 .

The Company utilized $ 1,262,389 in cash for operating

activities during the three months ended March 31, 2025.

These conditions raise substantial doubt about the Company’s ability to

continue as a going concern for one year from the issuance of the financial statements.

Under the Company’s

Treasury Reserve Policy and bitcoin strategy, it has used a significant portion of its cash, including cash generated from capital raising

transactions, to acquire bitcoins, which are classified as indefinite-lived intangible assets.

As of March 31, 2025, the Company held

approximately 19.106 bitcoins, all of which are unencumbered.

The Company believes its substantial bitcoin holdings can serve as a source

of liquidity, if necessary.

The bitcoin market historically

has been characterized by significant volatility in its price, limited liquidity and trading volumes compared to sovereign currencies

markets, relative anonymity, a developing regulatory landscape, susceptibility to market abuse and manipulation, compliance and internal

control failures at exchanges, and various other risks inherent in its entirely electronic, virtual form and decentralized network.

times of instability in the bitcoin market, we may not be able to sell our bitcoins at reasonable prices or at all.

As a result, our bitcoins

are less liquid than our existing cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent

as cash and cash equivalents.

In addition, upon sale of our bitcoin, we may incur additional taxes related to any realized gains or we

may incur capital losses as to which the tax deduction may be limited.

the Company raises additional funds by issuing equity securities, its stockholders would experience dilution.

Additional debt financing,

if available, may involve covenants restricting the Company’s operations or its ability to incur additional debt.

Any additional

debt financing or additional equity that the Company raises may contain terms that are not favorable to it or its stockholders and require

significant debt service payments, which diverts resources from other activities.

The Company’s ability to raise additional capital

will be impacted by market conditions and the price of the Company’s common stock.

the accompanying unaudited condensed financial statements have been prepared on a going concern basis, which contemplates the realization

of assets and satisfaction of liabilities in the normal course of business for one year from the date the condensed financial statements

The carrying amounts of assets and liabilities presented in the unaudited condensed financial statements do not necessarily

purport to represent realizable or settlement values.

The unaudited condensed financial statements do not include any adjustments that

might result should the Company be unable to continue as a going concern.

Note 3 – Summary of Significant Accounting

Basis of Presentation - Unaudited Interim Financial

The accompanying unaudited condensed financial statements

and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

GAAP”) for interim financial information, and in accordance with the rules and regulations of the United States Securities and Exchange

Commission (the “SEC”) with respect to Form 10-Q and Article 8 of Regulation S-X.

Accordingly, they do not include all of

the information and footnotes required by U.S.

GAAP for complete financial statements.

The unaudited condensed financial statements reflect

all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the

results for the interim periods presented.

Interim results are not necessarily indicative of the results for the full year.

Certain information and disclosures normally included

in the notes to the annual financial statements have been condensed or omitted from these interim unaudited condensed financial statements.

Accordingly, these interim unaudited condensed financial statements should be read in conjunction with the financial statements and notes

thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC

on March 11, 2025, as amended on Form 10-K/ A on April 30, 2025 (the “Annual Report”).

accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally

accepted in the United States of America (“U.S.

GAAP”) for financial information and pursuant to the rules and regulations

of the Securities and Exchange Commission (the “SEC”).

Our unaudited condensed consolidated financial statements include

the accounts of xBitcoin, LLC and Quantum Reach Corporation, our wholly owned subsidiaries.

All intercompany transactions were eliminated

during consolidation.

Company is an “emerging growth company” as that term is used in the Jumpstart our Business Startups Act of 2012, and as such,

has elected to comply with certain reduced public company reporting requirements.

2 – Summary of Significant Accounting Policies

of Presentation - Unaudited Interim Financial Information

accompanying unaudited condensed consolidated financial statements and related notes have been prepared in accordance with accounting

principles generally accepted in the United States of America (“U.S.

GAAP”) for interim financial information, and in accordance

with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) with respect to Form 10-Q

and Article 8 of Regulation S-X.

Accordingly, they do not include all of the information and footnotes required by U.S.

GAAP for complete

financial statements.

The unaudited condensed consolidated financial statements reflect all adjustments (consisting of normal recurring

accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented.

results are not necessarily indicative of the results for the full year.

information and disclosures normally included in the notes to the annual financial statements have been condensed, consolidated or omitted

from these interim unaudited condensed consolidated financial statements.

Accordingly, these interim unaudited condensed consolidated

financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual

Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC on March 11, 2025, as amended on Form 10-K/ A

on April 30, 2025 (the “Annual Report”).

The December 31, 2024, balance sheet is derived from those financial statements.

Use of Estimates

The Company prepares its

financial statements in accordance with accounting principles generally accepted in the United States of America, which requires management

to use its judgment to make estimates and assumptions that affect the reported amounts of assets and liabilities and related disclosures

at the date of the financial statements and the reported amounts of expenses during the reported period.

These assumptions and estimates

could have a material effect on the financial statements.

Company prepares its financial statements in accordance with accounting principles generally accepted in the United States of America,

which requires management to use its judgment to make estimates and assumptions that affect the reported amounts of assets and liabilities

and related disclosures at the date of the financial statements and the reported amounts of expenses during the reported period.

assumptions and estimates could have a material effect on the financial statements.

Actual results may differ materially from those estimates.

The Company’s

management periodically reviews estimates on an ongoing basis based on information currently available, and changes in facts and circumstances

may cause the Company to revise these estimates.

Significant estimates include estimates used in the valuation allowance related to deferred

The Company’s management periodically reviews estimates on an ongoing basis based on information currently available, and changes

in facts and circumstances may cause the Company to revise these estimates.

Significant estimates include estimates used in the valuation

allowance related to deferred tax assets.

Actual results may differ from these estimates.

Cash and Cash Equivalents

Cash and cash equivalents

include all cash on hand, demand deposits and short-term investments with original maturities of three months or less when purchased.

As of March 31, 2025, and

December 31, 2024, the Company’s cash and cash equivalents consisted of $ 1,035,179 and $ 4,680,840 , respectively.

The Company maintains

its cash in banks insured by the Federal Deposit Insurance Corporation (“FDIC”) in accounts that at times may be in excess

of the federally insured limit of $ 250,000 per bank.

The Company minimizes this risk by placing its cash deposits with major financial

institutions.

At March 31, 2025, and December 31, 2024, the uninsured balances amounted to $ 20,018 and $ 3,772,766 , respectively.

a risk the Company may lose uninsured balances over the FDIC insurance limit.

Digital Assets

The Company accounts for

its digital assets, which are comprised solely of bitcoin, as indefinite-lived intangible assets in accordance with Accounting Standards

Codification (“ASC”) 350, Intangibles—Goodwill and Other .

The Company has ownership of and control over its bitcoin

and uses third-party custodial services to store its bitcoin.

The Company’s digital assets are initially recorded at cost.

Subsequently,

they are measured at cost, net of any impairment losses incurred since acquisition.

The Company determines the

fair value of its bitcoin on a nonrecurring basis in accordance with ASC 820, Fair Value Measurement , based on quoted (unadjusted)

prices on the Coinbase exchange, the active exchange that the Company has determined is its principal market for bitcoin (Level 1 inputs).

The Company performs an analysis each quarter to identify whether events or changes in circumstances, principally decreases in the quoted

(unadjusted) prices on the active exchange, indicate that it is more likely than not that any of the assets are impaired.

In determining

if an impairment has occurred, the Company considers the lowest price of one bitcoin quoted on the active exchange at any time since acquiring

the specific bitcoin held by the Company.

If the carrying value of a bitcoin exceeds that lowest price, an impairment loss has occurred

with respect to that bitcoin in the amount equal to the difference between its carrying value and such lowest price.

Impairment losses are recognized

in the period in which the impairment occurs and are reflected within “Digital asset impairment losses (gains on sale), net”

in the Company’s Statements of Operations.

The impaired digital assets are written down to their fair value at the time of impairment

and this new cost basis will not be adjusted upward for any subsequent increase in fair value.

Gains (if any) are not recorded until realized

upon sale, at which point they are presented net of any impairment losses in the Company’s Statements of Operations.

In determining

the gain to be recognized upon sale, the Company calculates the difference between the sales price and carrying value of the specific

bitcoins sold immediately prior to sale.

See Note 4, Digital Assets,

to the Financial Statements for further information regarding the Company’s purchases of digital assets.

Prepaid Expenses

As of March 31, 2025, and December 31, 2024, the Company

had $ 254,242 and $ 141,300 in prepaid expenses, respectively.

The Company’s prepaid expenses as of December 31, 2024, primarily consisted

of premiums on insurance policies.

Property and Equipment

Property and equipment, which

consists of computer equipment is recorded at cost and depreciated using the straight-line method over the estimated useful lives.

repair and maintenance costs are included in general and administrative expenses on our statement of operations.

However, expenditures

for additions or improvements that significantly extend the useful life of the asset are capitalized in the period incurred.

assets are sold or disposed of, the cost and accumulated depreciation are removed from their respective accounts and the related gains

or losses are reflected in the statements of operations in gains from sales of property and equipment, net.

The estimated useful life

for computer equipment is three years .

The Company evaluates the appropriateness of remaining depreciable lives assigned to computer equipment

at the end of each fiscal year.

Depreciation expense for the three months ended March 31, 2025, and 2024 was $ 985 and $ 658 , respectively.

Capitalized Software Development Costs

We capitalize certain costs

related to the development and enhancement of the Thumzup platform.

In accordance with authoritative guidance, including ASC 350-40, we

began to capitalize these costs when the technological feasibility was established and preliminary development efforts were successfully

completed, management has authorized and committed project funding, and it was probable that the project would be completed and the software

would be used as intended.

Such costs are amortized when placed in service, on a straight-line basis over the estimated useful life of

the related asset, generally estimated to be three years.

Costs incurred prior to meeting these criteria together with costs incurred

for training and maintenance are expensed as incurred and recorded in product development expenses on our statements of operations.

incurred for enhancements that were expected to result in additional features or functionality that would generate additional revenue

are capitalized and expensed over the estimated useful life of the enhancements, generally three years.

The Company does not capitalize

any testing or maintenance costs.

The accounting for these capitalized software costs requires us to make significant judgments, assumptions

and estimates related to the timing and amount of recognized capitalized software development costs.

For the three months ended March

31, 2025, and 2024, the Company capitalized $ 83,819 and $ 60,900 of costs

related to the development of software applications, respectively.

of Going Concern

Company incurred losses of $ 1,194,490

and $ 3,348,342

and did not generate substantial revenues during the three and six months ended June 30, 2025, respectively.

Further, the Company

utilized $ 2,664,485

cash in operating activities revenues during the six months ended June 30, 2025.

These indicators of a potential doubt about going

concern were alleviated by an approximately $ 6,500,000

equity financing of the Company’s Series C Convertible Preferred Stock, par value $ 0.001

per share, in July 2025.

The Company believes it has sufficient cash to maintain operations for at least one year from the issuance

of these financial statements.

and Cash Equivalents

and cash equivalents include all cash on hand, demand deposits and short-term investments with original maturities of three months or

less when purchased.

of June 30, 2025, and December 31, 2024, the Company’s cash and cash equivalents consisted of $ 60,430 and $ 4,680,840 , respectively.

The Company maintains its cash in banks insured by the Federal Deposit Insurance Corporation (“FDIC”) in accounts that at

times may be in excess of the federally insured limit of $ 250,000 per bank.

The Company minimizes this risk by placing its cash deposits

with major financial institutions.

At June 30, 2025, and December 31, 2024, the uninsured balances amounted to $ 0 and $ 3,772,766 , respectively.

There is a risk the Company may lose uninsured balances over the FDIC insurance limit.

Company accounts for its digital assets, which are comprised solely of bitcoin, as indefinite-lived intangible assets in accordance with

Accounting Standards Codification (“ASC”) 350, Intangibles—Goodwill and Other .

The Company has ownership of

and control over its bitcoin and uses third-party custodial services to store its bitcoin.

The Company’s digital assets are initially

recorded at cost.

Subsequently, they are measured at cost, net of any impairment losses incurred since acquisition.

Company determines the fair value of its bitcoin on a nonrecurring basis in accordance with ASC 820, Fair Value Measurement , based

on quoted (unadjusted) prices on the Coinbase exchange, the active exchange that the Company has determined is its principal market for

bitcoin (Level 1 inputs).

The Company performs an analysis each quarter to identify whether events or changes in circumstances, principally

decreases in the quoted (unadjusted) prices on the active exchange, indicate that it is more likely than not that any of the assets are

In determining if an impairment has occurred, the Company considers the lowest price of one bitcoin quoted on the active exchange

at any time since acquiring the specific bitcoin held by the Company.

If the carrying value of a bitcoin exceeds that lowest price, an

impairment loss has occurred with respect to that bitcoin in the amount equal to the difference between its carrying value and such lowest

losses are recognized in the period in which the impairment occurs and are reflected within “Digital asset impairment losses (gains

on sale), net” in the Company’s Statements of Operations.

The impaired digital assets are written down to their fair value

at the time of impairment and this new cost basis will not be adjusted upward for any subsequent increase in fair value.

Gains (if any)

are not recorded until realized upon sale, at which point they are presented net of any impairment losses in the Company’s Statements

of Operations.

In determining the gain to be recognized upon sale, the Company calculates the difference between the sales price and

carrying value of the specific bitcoins sold immediately prior to sale.

Note 3, Digital Assets, to the Financial Statements for further information regarding the Company’s purchases of digital assets.

of June 30, 2025, and December 31, 2024, the Company had $ 150,708 and $ 141,300 in prepaid expenses, respectively.

The Company’s

prepaid expenses as of December 31, 2024, primarily consisted of premiums on insurance policies.

and Equipment

and equipment, which consists of computer equipment is recorded at cost and depreciated using the straight-line method over the estimated

useful lives.

Ordinary repair and maintenance costs are included in general and administrative expenses on our statement of operations.

However, expenditures for additions or improvements that significantly extend the useful life of the asset are capitalized in the period

At the time assets are sold or disposed of, the cost and accumulated depreciation are removed from their respective accounts

and the related gains or losses are reflected in the statements of operations in gains from sales of property and equipment, net.

estimated useful life for computer equipment is three years .

The Company evaluates the appropriateness of remaining depreciable lives

assigned to computer equipment at the end of each fiscal year.

Depreciation expense for the three months ended June 30, 2025, and 2024

was $ 985 and $ 1,067 , respectively.

Depreciation expense for the six months ended June 30, 2025, and 2024 was $ 2,321 and $ 1,725 , respectively.

Software Development Costs

capitalize certain costs related to the development and enhancement of the Thumzup platform.

In accordance with authoritative guidance,

including ASC 350-40, we began to capitalize these costs when the technological feasibility was established and preliminary development

efforts were successfully completed, management has authorized and committed project funding, and it was probable that the project would

be completed and the software would be used as intended.

Such costs are amortized when placed in service, on a straight-line basis over

the estimated useful life of the related asset, generally estimated to be three years.

Costs incurred prior to meeting these criteria

together with costs incurred for training and maintenance are expensed as incurred and recorded in product development expenses on our

statements of operations.

Costs incurred for enhancements that were expected to result in additional features or functionality that would

generate additional revenue are capitalized and expensed over the estimated useful life of the enhancements, generally three years.

Company does not capitalize any testing or maintenance costs.

The accounting for these capitalized software costs requires us to make

significant judgments, assumptions and estimates related to the timing and amount of recognized capitalized software development costs.

For the six months ended June 30, 2025, and 2024, the Company capitalized $ 156,471 and $ 126,665

of costs related to the development of software applications, respectively.

Amortization of capitalized software costs was $ 40,789 and

for the three months ended March 31, 2025, and 2024, respectively.

The balance of capitalized software was $ 299,220 and $ 248,627 , net

of accumulated amortization of $ 153,943 and $ 120,716 at March 31, 2025, and December 31, 2024, respectively.

The Company evaluates its

capitalized software costs for impairment annually, at year-end.

As of December 31, 2024, the Company determined no impairment of its

capitalized software costs was warranted.

Revenue Recognition

The Company recognizes revenue

when services are realized.

The Company’s revenues

are accounted for under ASC Topic 606, “Revenue From Contracts With Customers” (“ASC 606”).

The fees are generally

fixed at the point of sale and all consideration from contracts is included in the transaction price.

The Company’s contracts do

not include multiple performance obligations or material variable consideration.

In accordance with ASC 606,

the Company recognizes revenue upon 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 Company recognizes revenue in accordance with

that core principle by applying the following:

Identify the contract(s) with a customer;

Identify the performance obligation in the contract;

Determine the transaction price;

Allocate the transaction price to the performance obligations in the contract;

Recognize revenue when (or as) the Company satisfies a performance obligation.

The Company derives its revenue

principally from service fees paid by the client for the use of our platform in connection with our advertising technology platform which

incentivizes users to leave reviews of our clients.

The Company’s sole performance obligation in the transaction is to connect clients

with end-users to facilitate the completion of a successful review on the user’s social media accounts.

Judgment is required in evaluating

the presentation of revenue on a gross versus net basis based on whether we control the service provided to the end-user and are the principal

in the transaction (gross), or we arrange for other parties to provide the service to the end-user and are the agent in the transaction

The Company has concluded that it is the agent in its current transactions as it arranges for users to provide the service to the

clients and the users post reviews on social media accounts controlled by the users.

The assessment of whether the Company is considered

the principal or the agent in a transaction could impact the accounting for these transactions and change the timing and amount of revenue

$ 21,858 for the three months ended June 30, 2025, and 2024, respectively.

Amortization of capitalized software costs were $ 74,016 and

$ 38,438 for the six months ended June 30, 2025, and 2024, respectively.

The balance of capitalized software was $ 331,084 and $ 248,627 ,

net of accumulated amortization of $ 194,732 and $ 120,716 at June 30, 2025, and December 31, 2024, respectively.

Company evaluates its capitalized software costs for impairment annually, at year-end.

As of December 31, 2024, the Company determined

no impairment of its capitalized software costs was warranted.

Company recognizes revenue when services are realized.

Company’s revenues are accounted for under ASC Topic 606, “Revenue From Contracts With Customers” (“ASC 606”).

The fees are generally fixed at the point of sale and all consideration from contracts is included in the transaction price.

The Company’s

contracts do not include multiple performance obligations or material variable consideration.

accordance with ASC 606, the Company recognizes revenue upon 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 Company recognizes

revenue in accordance with that core principle by applying the following:

the contract(s) with a customer;

the performance obligation in the contract;

the transaction price;

the transaction price to the performance obligations in the contract;

revenue when (or as) the Company satisfies a performance obligation.

Company derives its revenue principally from service fees paid by the client for the use of our platform in connection with our advertising

technology platform which incentivizes users to leave reviews of our clients.

The Company’s sole performance obligation in the

transaction is to connect clients with end-users to facilitate the completion of a successful review on the user’s social media

is required in evaluating the presentation of revenue on a gross versus net basis based on whether we control the service provided to

the end-user and are the principal in the transaction (gross), or we arrange for other parties to provide the service to the end-user

and are the agent in the transaction (net).

The Company has concluded that it is the agent in its current transactions as it arranges

for users to provide the service to the clients and the users post reviews on social media accounts controlled by the users.

The assessment

of whether the Company is considered the principal or the agent in a transaction could impact the accounting for these transactions and

change the timing and amount of revenue recognized.

The percentage fee the Company charges is not variable.

Cost of Goods Sold

The Company classifies its

credit card transaction fees as cost of goods sold.

Client Deposits

Thumzup’s clients generally

prepay to utilize the Company’s technology platform.

All client deposits for services are recorded as a client deposit liability

upon receipt.

Upon a user leaving a qualified review for the client, as defined in Thumzup’s Mobile Terms and Conditions, the Company

transfers the fee payable to the user to a user account balances liability account and realizes the fees payable to the Company as revenue.

The Company holds all client deposits and user account balances in cash or cash-equivalents, including money market accounts.

The Company utilizes the

asset and liability approach to measure deferred tax assets and liabilities based on temporary differences existing at each balance sheet

date using currently enacted tax rates in accordance with ASC 740.

ASC 740 considers the differences between financial statement treatment

and tax treatment of certain transactions.

Deferred tax assets and liabilities are recognized for the future tax consequences attributable

to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary

differences are expected to be recovered or settled.

The effect of a change in tax rate is recognized as income or expense in the period

that includes the enactment date of that rate.

The Company has no tax positions

as of March 31, 2025, and December 31, 2024, for which the ultimate deductibility is highly certain but for which there is uncertainty

about the timing of such deductibility.

The Company recognizes any

interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses.

For the three months ending

March 31, 2025, and 2024, the Company recognized no interest and penalties.

Share-based Compensation

The Company maintains its

2024 Equity Incentive Plan (as amended, the “2024 Equity Plan”), under which, the Company’s employees, officers, directors,

and other eligible participants may be and have been awarded various types of share-based compensation, including options to purchase

shares of the Company’s common stock, restricted stock units, and other stock-based awards.

Additionally, under the 2024 Equity

Plan, awards may be and have been granted that are subject to the achievement of one or more performance measures established by the Company’s

Board of Directors or a duly authorized committee thereof.

For options and other stock-based

awards, the share-based compensation expense is based on the fair value of the awards on the date of grant, as estimated using the Black-Scholes

valuation model.

For restricted stock units, the share-based compensation expense is based on the fair value of the Company’s common

stock on the date of grant.

The fair value of liability-classified awards (e.g., the other stock-based awards and cash-settled restricted

stock units) is remeasured at each reporting date.

The Company recognizes share-based

compensation expense for service-conditioned awards granted under the 2024 Equity Plan on a straight-line basis over the requisite service

period (generally, the vesting period for service-conditioned awards under the 2024 Equity Plan).

See Note 7, Stock Options,

to the Financial Statements for further information regarding the 2024 Equity Plan, related share-based compensation expense, and assumptions

used in determining fair value.

Treasury Stock

of Goods Sold

Company classifies its credit card transaction fees as cost of goods sold.

clients generally prepay to utilize the Company’s technology platform.

All client deposits for services are recorded as a client

deposit liability upon receipt.

Upon a user leaving a qualified review for the client, as defined in Thumzup’s Mobile Terms and

Conditions, the Company transfers the fee payable to the user to a user account balances liability account and realizes the fees payable

to the Company as revenue.

The Company holds all client deposits and user account balances in cash or cash-equivalents, including money

market accounts.

Company utilizes the asset and liability approach to measure deferred tax assets and liabilities based on temporary differences existing

at each balance sheet date using currently enacted tax rates in accordance with ASC 740.

ASC 740 considers the differences between financial

statement treatment and tax treatment of certain transactions.

Deferred tax assets and liabilities are recognized for the future tax

consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their

respective tax bases.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in

the years in which those temporary differences are expected to be recovered or settled.

The effect of a change in tax rate is recognized

as income or expense in the period that includes the enactment date of that rate.

Company has no tax positions as of June 30, 2025, and December 31, 2024, for which the ultimate deductibility is highly certain but for

which there is uncertainty about the timing of such deductibility.

Company recognizes any interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses.

For the three and six months ending June 30, 2025, and 2024, the Company recognized no interest and penalties.

Company maintains its 2024 Equity Incentive Plan and 2025 Equity Incentive Plan (collectively, the “Equity Plans”), under

which, the Company’s employees, officers, directors, and other eligible participants may be and have been awarded various types

of share-based compensation, including options to purchase shares of the Company’s common stock, restricted stock units, and other

stock-based awards.

Additionally, under the Equity Plans, awards may be and have been granted that are subject to the achievement of

one or more performance measures established by the Company’s Board of Directors or a duly authorized committee thereof.

options and other stock-based awards, the share-based compensation expense is based on the fair value of the awards on the date of grant,

as estimated using the Black-Scholes valuation model.

For restricted stock units, the share-based compensation expense is based on the

fair value of the Company’s common stock on the date of grant.

The fair value of liability-classified awards (e.g., the other stock-based

awards and cash-settled restricted stock units) is remeasured at each reporting date.

Company recognizes share-based compensation expense for service-conditioned awards granted under the Equity Plans on a straight-line

basis over the requisite service period (generally, the vesting period for service-conditioned awards under the Equity Plans).

Note 7, Stock Options, to the Financial Statements for further information regarding the Equity Plans, related share-based compensation

expense, and assumptions used in determining fair value.

March 7, 2025, the Board of Directors approved a share repurchase program authorizing the Company to purchase up to an aggregate of $ 1

5 unchanged sentences

Company accounts for Treasury Stock at cost.

During the three months ended

March 31 , 2025 , the Company repurchased 79,377 shares

of common stock for approximately $ 298,207 under its share repurchase authorization.

As of March 31, 2025, and December 31, 2024, the Company

had $ 298,207 and $ 0 in Treasury Stock, respectively.

Net Earnings (Loss) Per Common Share

the six months ended June 30 , 2025 , the Company repurchased 79,377

shares of common stock for approximately $ 298,207 under its share repurchase authorization.

of June 30, 2025, and December 31, 2024, the Company had $ 298,207 and $ 0 in Treasury Stock, respectively.

Earnings (Loss) Per Common Share

The Company computes earnings (loss) per share under ASC subtopic 260-10, Earnings Per Share.

4 unchanged sentences

stock using the “treasury stock” and/or “if converted” methods, as applicable.

The computation of basic and diluted income (loss)

per share, for the three months ended March 31, 2025, and 2024, excludes potentially dilutive securities when their inclusion would be

anti-dilutive, or if their exercise prices were greater than the average market price of the common stock during the period.

Potentially dilutive securities excluded from the

computation of basic and diluted net loss per share are as follows:

computation of basic and diluted income (loss) per share, for the three and six months ended June 30, 2025, and 2024, excludes potentially

dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price

of the common stock during the period.

dilutive securities excluded from the computation of basic and diluted net loss per share are as follows:

Schedule of Potentially Dilutive Securities Excluded From Computation of Basic and Diluted Net Loss Per Share

3 unchanged sentences

Total potentially dilutive shares

Recent Accounting Pronouncements

Crypto Assets

In December 2023, the Financial

Accounting Standards Board (“FASB”) issued Accounting Standards Update No.

2023-08, Intangibles—Goodwill and Other—Crypto

Assets (Subtopic 350-60):

Accounting Pronouncements

December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No.

2023-08, Intangibles—Goodwill

and Other—Crypto Assets (Subtopic 350-60):

Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”).

ASU 2023-08 requires in-scope

crypto assets (including the Company’s bitcoin holdings) to be measured at fair value in the statement of financial position, with

gains and losses from changes in the fair value of such crypto assets recognized in net income each reporting period.

ASU 2023-08 also

requires certain interim and annual disclosures for crypto assets within the scope of the standard.

The Company adopted this guidance

effective January 1, 2025, on a prospective basis.

The Company expects the adoption

of ASU 2023-08 will have a material impact on its balance sheets, statements of operations, statements of cash flows and disclosures.

The Company will initially record its bitcoin purchases at cost, upon adopting ASU 2023-08, any subsequent increases or decreases in fair

value will be recognized as incurred in the Company’s Statements of Operations, and the fair value of the Company’s bitcoin

will be reflected within the Company’s Balance Sheets each reporting period-end.

Additionally, the Company will provide quantitative

and qualitative disclosures to meet the new requirements under ASU 2023-08, including a roll-forward of its bitcoin holdings during the

reporting period and period-end cost basis, fair value, number of units held, and restrictions.

enacted the Inflation

Reduction Act of 2022 (“IRA”) in August 2022.

Among other things, unless an exemption by statute or regulation applies, a

provision of the IRA imposes a 15% corporate alternative minimum tax (“CAMT”) on a corporation with respect to an initial

tax year and subsequent tax years, if the average annual adjusted financial statement income for any consecutive three-tax-year period

preceding the initial tax year exceeds $ 1 billion.

On September 12, 2024, the Department of Treasury and the Internal Revenue Service

issued proposed regulations with respect to the application of the CAMT.

For purposes of calculating the adjusted financial statement

income, the Company will be required to ratably allocate from 2025 through 2028 the increase to the Company’s retained earnings.

When determining whether the Company is subject to CAMT and when calculating any related tax liability for an applicable tax year, the

proposed regulations provide that, among other adjustments, the Company’s adjusted financial statement income must include this

ratable amount in addition to any unrealized gains or losses reported in the applicable tax year.

Accordingly, as a result of the enactment

of the IRA and the Company’s adoption of ASU 2023-08 on January 1, 2025, unless the IRA is amended or the proposed regulations,

2023-08 requires in-scope crypto assets (including the Company’s bitcoin holdings) to be measured at fair value in the statement

of financial position, with gains and losses from changes in the fair value of such crypto assets recognized in net income each reporting

ASU 2023-08 also requires certain interim and annual disclosures for crypto assets within the scope of the standard.

adopted this guidance effective January 1, 2025, on a prospective basis.

Company expects the adoption of ASU 2023-08 will have a material impact on its balance sheets, statements of operations, statements of

cash flows and disclosures.

The Company will initially record its bitcoin purchases at cost, upon adopting ASU 2023-08, any subsequent

increases or decreases in fair value will be recognized as incurred in the Company’s Statements of Operations, and the fair value

of the Company’s bitcoin will be reflected within the Company’s Balance Sheets each reporting period-end.

Additionally, the

Company will provide quantitative and qualitative disclosures to meet the new requirements under ASU 2023-08, including a roll-forward

of its bitcoin holdings during the reporting period and period-end cost basis, fair value, number of units held, and restrictions.

enacted the Inflation Reduction Act of 2022 (“IRA”) in August 2022.

Among other things, unless an exemption by statute

or regulation applies, a provision of the IRA imposes a 15% corporate alternative minimum tax (“CAMT”) on a corporation with

respect to an initial tax year and subsequent tax years, if the average annual adjusted financial statement income for any consecutive

three-tax-year period preceding the initial tax year exceeds $ 1 billion.

On September 12, 2024, the Department of Treasury and the Internal

Revenue Service issued proposed regulations with respect to the application of the CAMT.

For purposes of calculating the adjusted financial

statement income, the Company will be required to ratably allocate from 2025 through 2028 the increase to the Company’s retained

When determining whether the Company is subject to CAMT and when calculating any related tax liability for an applicable tax

year, the proposed regulations provide that, among other adjustments, the Company’s adjusted financial statement income must include

this ratable amount in addition to any unrealized gains or losses reported in the applicable tax year.

Accordingly, as a result of the

enactment of the IRA and the Company’s adoption of ASU 2023-08 on January 1, 2025, unless the IRA is amended or the proposed regulations,

when finalized, are revised to provide relief (or other interim relief is granted), the Company could become subject to CAMT in the tax

2 unchanged sentences

need to satisfy in cash, which could materially affect its financial results, including its earnings and cash flow, and its financial

In December 2023, the FASB

issued Accounting Standards Update No.

December 2023, the FASB issued Accounting Standards Update No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (“ASU 2023-09”).

ASU 2023-09 requires enhanced disclosures surrounding income taxes, particularly related to rate reconciliation and income taxes paid

In particular, on an annual basis, companies will be required to disclose specific categories in the rate reconciliation

and provide additional information for reconciling items that meet a quantitative threshold.

Companies will also be required to disclose,

on an annual basis, the amount of income taxes paid, disaggregated by federal, state, and foreign taxes, and also disaggregated by individual

jurisdictions above a quantitative threshold.

The standard is effective for the Company for annual periods beginning January 1, 2025,

on a prospective basis, with retrospective application permitted for all prior periods presented.

The Company will adopt ASU 2023-09 for

the annual period ending December 31, 2025, and is currently evaluating the impact of this guidance on its disclosures.

Segment Reporting

In November 2023, the FASB

issued Accounting Standards Update No.

Improvements to Income Tax Disclosures

(“ASU 2023-09”).

ASU 2023-09 requires enhanced disclosures surrounding income taxes, particularly related to rate reconciliation

and income taxes paid information.

In particular, on an annual basis, companies will be required to disclose specific categories in the

rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold.

Companies will also

be required to disclose, on an annual basis, the amount of income taxes paid, disaggregated by federal, state, and foreign taxes, and

also disaggregated by individual jurisdictions above a quantitative threshold.

The standard is effective for the Company for annual periods

beginning January 1, 2025, on a prospective basis, with retrospective application permitted for all prior periods presented.

will adopt ASU 2023-09 for the annual period ending December 31, 2025, and is currently evaluating the impact of this guidance on its

November 2023, the FASB issued Accounting Standards Update No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures (“ASU

ASU 2023-07 requires enhanced disclosures surrounding reportable segments, particularly (i) significant segment expenses

that are regularly provided to the chief operating decision maker (“CODM”) and included in the reported measure(s) of a segment’s

profit and loss and (ii) other segment items that reconcile segment revenue and significant expenses to the reported measure(s) of a segment’s

profit and loss, both on an annual and interim basis.

Companies are also required to provide all annual disclosures currently required

under Topic 280 in interim periods, in addition to disclosing the title and position of the CODM and how the CODM uses the reported measure(s)

of segment profit and loss in assessing segment performance and allocating resources.

The Company adopted ASU 2023-07 for interim periods

beginning January 1, 2025.

Disaggregation of Income

Statement Expenses

In November 2024, the FASB

issued Accounting Standards Update No.

2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures

(Subtopic 220-40) (“ASU 2024-03”).

ASU 2024-03 requires specified information about certain costs and expenses be disclosed

in the notes to the financial statements, including the expense caption on the face of the income statement in which they are disclosed,

in addition to a qualitative description of remaining amounts not separately disaggregated.

Entities will also be required to disclose

their definition of “selling expenses” and the total amount in each annual period.

The standard is effective for the Company

for annual periods beginning January 1, 2027, and for interim periods beginning January 1, 2028, with updates applied either prospectively

or retrospectively.

Improvements to Reportable

Segment Disclosures (“ASU 2023-07”).

ASU 2023-07 requires enhanced disclosures surrounding reportable segments, particularly

(i) significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included

in the reported measure(s) of a segment’s profit and loss and (ii) other segment items that reconcile segment revenue and significant

expenses to the reported measure(s) of a segment’s profit and loss, both on an annual and interim basis.

Companies are also required

to provide all annual disclosures currently required under Topic 280 in interim periods, in addition to disclosing the title and position

of the CODM and how the CODM uses the reported measure(s) of segment profit and loss in assessing segment performance and allocating

The Company adopted ASU 2023-07 for interim periods beginning January 1, 2025.

Disaggregation

of Income Statement Expenses

November 2024, the FASB issued Accounting Standards Update No.

2024-03, Income Statement - Reporting Comprehensive Income - Expense

Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”).

ASU 2024-03 requires specified information about certain

costs and expenses be disclosed in the notes to the financial statements, including the expense caption on the face of the income statement

in which they are disclosed, in addition to a qualitative description of remaining amounts not separately disaggregated.

Entities will

also be required to disclose their definition of “selling expenses” and the total amount in each annual period.

is effective for the Company for annual periods beginning January 1, 2027, and for interim periods beginning January 1, 2028, with updates

applied either prospectively or retrospectively.

Early adoption is permitted.

The Company is currently evaluating the impact of this guidance on its disclosures.

There are other

various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific

industries and are not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

NOTE 4 – Digital Assets

The following table summarizes the Company’s

digital asset holdings, as of:

The Company is currently evaluating the impact of this

guidance on its disclosures.

are other various updates recently issued, most of which represented technical corrections to the accounting literature or application

to specific industries and are not expected to have a material impact on the Company’s financial position, results of operations

or cash flows.

3 – Digital Assets

following table summarizes the Company’s digital asset holdings, as of:

of Digital Assets Holdings

2 unchanged sentences

Cumulative digital asset impairment losses

The carrying value on the Company’s Balance

Sheet at each period-end represents the lowest fair value (based on Level 1 inputs in the fair value hierarchy) of the bitcoins at any

time since their acquisition.

Therefore, these fair value measurements were made during the period from their acquisition through March

31, 2025, and December 31, 2024, respectively, and not as of March 31, 2025, or December 31, 2024, respectively.

The following table summarizes the Company’s

digital asset purchases, digital asset sales, digital asset impairment losses, and gains on sale of digital assets for the periods indicated:

carrying value on the Company’s Balance Sheet at each period-end represents the lowest fair value (based on Level 1 inputs in the

fair value hierarchy) of the bitcoins at any time since their acquisition.

Therefore, these fair value measurements were made during

the period from their acquisition through June 30, 2025, and December 31, 2024, respectively, and not as of June 30, 2025, or December

31, 2024, respectively.

following table summarizes the Company’s digital asset purchases, digital asset sales, digital asset impairment losses, and gains

on sale of digital assets for the periods indicated:

of Digital Assets

March 31, 2025

Approximate number of bitcoins purchased

5 unchanged sentences

Gains on sale of digital assets

Note 5 – Shareholders’ Equity

Preferred Stock

The Company is authorized to issue 25,000,000 shares

of preferred stock, par value $ 0.001 per share.

Starting on September 21, 2022, the Company entered

into securities purchase agreements with four accredited investors, pursuant to which the Company sold 16,446 Shares of its Series A Preferred

Convertible Voting Stock (the “Series A Preferred”) at a per share price of $ 45.00 per preferred share and received gross

proceeds of $ 740,000 .

On September 21, 2022, the Company filed a Certificate

of Designation of Rights, Powers, Preferences, Privileges and Restrictions of Series A Preferred Convertible Voting Stock with the Secretary

of State of the State of Nevada designating 1,000,000 shares of its preferred stock as Series A Preferred.

On September 26, 2022, the

Company submitted an Amended and Restated Certificate of Designation of Rights, Powers, Preferences, Privileges and Restrictions of Series

A Preferred Convertible Voting Stock with the Secretary of State of Nevada (as amended and restated, the “Series A Certificate of

Designation”).

Pursuant to the Series A Certificate of Designations,

each holder of the Series A Preferred has the right, at any time and from time to time, at the shareholder’s option to convert any

or all of such holder’s shares of Series A Preferred into the number of shares of common stock.

Each share of Series A Preferred

is initially convertible into 15 shares of common stock at a reference rate of $ 3.00 per share of common stock, subject to adjustments

set forth in the Series A Certificate of Designations.

The holders of Series A Preferred are entitled to

receive dividends, in cash or in-kind at the Company’s election, in an amount equal to $ 0.875 per share per quarter.

kind, the dividend shall be in shares of Series A Preferred (the “Dividend Shares”) valued at the $ 45.00 per share of Series

A Preferred (the “Purchase Price”) unless the closing price of the Common Stock on the Trading Day prior to the issuance of

the dividend is below the Reference Rate, in which case the Dividend Shares shall be valued at the Purchase Price adjusted pursuant to

the formula set forth in Section 3 of the Series A Certificate of Designations.

On March 15, 2025, the Company issued 2,982 Dividend

As March 31, 2025, and December 31, 2024, the Company

had 156,393 and 153,411 shares of Series A Preferred issued and outstanding, respectively.

Series B Preferred

On March 5, 2024, the Company

filed a Certificate of Designation (the “Series B Certificate of Designation”) with the Secretary of State of Nevada designating

40,000 shares of preferred stock as Series B Preferred (“Series B Preferred”).

From March 14 to March 28, 2024, the Company entered

into securities purchase agreements with accredited investors, pursuant to which the Company issued 3,800 shares of Series B Preferred

for cash proceeds of $ 190,000 .

Pursuant to the Series B

Certificate of Designations, each holder of the Series B Preferred has the right, at any time and from time to time, at the shareholder’s

option to convert any or all of such holder’s shares of Series B Preferred into the number of shares of Common Stock.

of Series B Preferred is initially convertible into 10 shares of common stock at a reference rate of $ 5.00 per share of Common Stock,

subject to adjustments to set forth in the Series B Certificate of Designations.

Upon the Company’s

up-listing to the Nasdaq Capital Market, the Series B Preferred became convertible at $ 4.00 per share and the downside price protections

were eliminated.

On March 29, 2025, certain call protection provisions in the Series B Preferred went into effect, providing that if the

common stock trades at a 100 % premium to the conversion price of the Series B Preferred for 10 days or more, the Company can force the

conversion of the Series B Preferred into shares of common stock.

The Company has agreed to pay the costs of Rule 144 legal opinions for

the holders of the Series B Preferred.

The holders of Series B Preferred

are entitled to receive dividends, in cash or in-kind at the Company’s election, in an amount equal to $ 1.25 per share per quarter.

If paid in kind, the number of shares of common stock issued for the dividend shall be equal to the quotient of the dividend payable divided

by the volume weighted average price on the dividend date.

On February 25, 2025, a holder

converted 400 shares of Series B Preferred into 5,000 shares of common stock.

On March 15, 2025, the Company

issued 5,293 shares of common stock with a value of $ 19,620 as a dividend for the Series B Preferred.

As of March 31, 2025 and

December 31, 2024, the Company had 15,700 and 16,100 shares of Series B Preferred issued and outstanding, respectively.

The Company is authorized to issue 250,000,000 shares

of common stock, par value $ 0.001 per share.

During the three months ended March 31 ,

2025, the Company issued 68,881 shares of common stock with a fair market value of $ 421,109

for services rendered and to be rendered to the Company.

During the three months ended

March 31 , 2025 , the Company issued 5,000 shares of common stock upon the conversion of 400

shares of Series B Preferred.

During the three months ended

March 31 , 2025 , the Company issued 5,293 shares of common stock with a value of $ 19,620 as

a dividend for the Series B Preferred.

As of March 31, 2025, and December 31, 2024, the Company

had 9,479,709 and 9,400,535 shares of common stock issued and outstanding, respectively.

Treasury Stock

4 – Credit Facilities

May 12, 2025, the Company entered into that certain Master Loan Agreement (the “MLA”) with Coinbase Credit, Inc.

and Coinbase, Inc., pursuant to which the Company and Coinbase may enter into transactions (each such transaction, a “Loan”)

in which Coinbase will lend to the Company certain Digital Assets or Cash against a transfer of Collateral (each as defined in the MLA).

Pursuant to the MLA, the Company and Coinbase shall agree on the terms of the Loan, and Coinbase shall confirm such Loan by sending a

confirmation to the Company.

Unless otherwise agreed, the Company will transfer to Coinbase the Collateral with a market value at least

equal to the margin percentage of the market value of the Loaned Asset (as defined in the MLA).

During the six months ended June 30,

2025, the Company received $ 500,000 in proceeds under the MLA.

During the three and six months ended June 30, 2025, there were interest

expenses of $ 5,873 .

The Company made $ 2,277 in interest payments during the six months ended June 30, 2025.

The borrowings under the

Master Loan are collateralized by approximately $ 1.25 million of bitcoin as of the date of June 30, 2025.

As of June 30, 2025, there

was principal and accrued interest balances of $ 500,000 and $ 3,596 , respectively.

5 – Shareholders’ Equity

Company is authorized to issue 25,000,000 shares of preferred stock, par value $ 0.001 per share.

A Preferred Stock

on September 21, 2022, the Company entered into securities purchase agreements with four accredited investors, pursuant to which the

Company sold 16,446 Shares of its Series A Preferred Convertible Voting Stock (the “Series A Preferred”) at a per share price

of $ 45.00 per preferred share and received gross proceeds of $ 740,000 .

September 21, 2022, the Company filed a Certificate of Designation of Rights, Powers, Preferences, Privileges and Restrictions of Series

A Preferred Convertible Voting Stock with the Secretary of State of the State of Nevada designating 1,000,000 shares of its preferred

stock as Series A Preferred.

On September 26, 2022, the Company submitted an Amended and Restated Certificate of Designation of Rights,

Powers, Preferences, Privileges and Restrictions of Series A Preferred Convertible Voting Stock with the Secretary of State of Nevada

(as amended and restated, the “Series A Certificate of Designation”).

to the Series A Certificate of Designations, each holder of the Series A Preferred has the right, at any time and from time to time,

at the shareholder’s option to convert any or all of such holder’s shares of Series A Preferred into the number of shares

of common stock.

Each share of Series A Preferred is initially convertible into 15 shares of common stock at a reference rate of $ 3.00

per share of common stock, subject to adjustments set forth in the Series A Certificate of Designations.

holders of Series A Preferred are entitled to receive dividends, in cash or in-kind at the Company’s election, in an amount equal

to $ 0.875 per share per quarter.

If paid in kind, the dividend shall be in shares of Series A Preferred (the “Dividend Shares”)

valued at the $ 45.00 per share of Series A Preferred (the “Purchase Price”) unless the closing price of the Common Stock

on the Trading Day prior to the issuance of the dividend is below the Reference Rate, in which case the Dividend Shares shall be valued

at the Purchase Price adjusted pursuant to the formula set forth in Section 3 of the Series A Certificate of Designations.

March 15, 2025, the Company issued 2,982 Dividend Shares.

April 25, 2025, the Company issued 12,105 shares of common stock in connection with the conversion of 807 shares of Series A Preferred.

June 15, 2025, the Company issued 3,046 Dividend Shares to the holders of the Series A Preferred.

June 30, 2025, and December 31, 2024, the Company had 158,632 and 153,411 shares of Series A Preferred issued and outstanding, respectively.

B Preferred Stock

March 5, 2024, the Company filed a Certificate of Designation (the “Series B Certificate of Designation”) with the Secretary

of State of Nevada designating 40,000 shares of preferred stock as Series B Preferred (“Series B Preferred”).

March 14 to March 28, 2024, the Company entered into securities purchase agreements with accredited investors, pursuant to which the

Company issued 3,800 shares of Series B Preferred for cash proceeds of $ 190,000 .

to the Series B Certificate of Designations, each holder of the Series B Preferred has the right, at any time and from time to time,

at the shareholder’s option to convert any or all of such holder’s shares of Series B Preferred into the number of shares

of Common Stock.

Each share of Series B Preferred is initially convertible into 10 shares of common stock at a reference rate of $ 5.00

per share of Common Stock, subject to adjustments to set forth in the Series B Certificate of Designations.

the Company’s up-listing to the Nasdaq Capital Market, the Series B Preferred became convertible at $ 4.00 per share and the downside

price protections were eliminated.

On March 29, 2025, certain call protection provisions in the Series B Preferred went into effect,

providing that if the common stock trades at a 100 % premium to the conversion price of the Series B Preferred for 10 days or more, the

Company can force the conversion of the Series B Preferred into shares of common stock.

The Company has agreed to pay the costs of Rule

144 legal opinions for the holders of the Series B Preferred.

holders of Series B Preferred are entitled to receive dividends, in cash or in-kind at the Company’s election, in an amount equal

to $ 1.25 per share per quarter.

If paid in kind, the number of shares of common stock issued for the dividend shall be equal to the quotient

of the dividend payable divided by the volume weighted average price on the dividend date.

February 25, 2025, a holder converted 400 shares of Series B Preferred into 5,000 shares of common stock.

March 15, 2025, the Company issued 5,293

shares of common stock as a dividend for the Series

April 24, 2025, a holder converted 1,000 shares of Series B Preferred into 12,500 shares of common stock.

May 29, 2025, the automatic conversion provision of the Series B Preferred was triggered, which resulted in the automatic conversion

of 13,700 shares of Series B Preferred into 171,250 shares of common stock.

June 15, 2025, the Company issued 176

shares of common stock as a dividend for the Series

of June 30, 2025, and December 31, 2024, the Company had 1,000 and 16,100 shares of Series B Preferred issued and outstanding, respectively.

to June 30, 2025, the 1,000 shares of Series B Preferred were converted to 12,500 shares of common stock.

On July 18, 2025, the Company

filed a Withdrawal of Designation (the “Withdrawal of Designation”) with the Secretary of State of the State of Nevada and

terminated the designation of the Series B Preferred.

At the time of the filing of the Withdrawal of Designation, there were no shares

of Series B Preferred remained issued and outstanding.

The Withdrawal of Designation became effective upon filing and eliminated from

the Articles of Incorporation all matters as set forth in the Certificate of Designation of Rights, Powers, Preferences, Privileges and

Restrictions of Series B Preferred Convertible Voting Stock.

C Preferred Stock

June 17, 2025, the Company filed a Certificate of Designation (the “Series C Certificate of Designation”) with the Secretary

of State of Nevada designating 200,000 shares of preferred stock as Series C Preferred Stock (“Series C Preferred”).

June 30, 2025, the Company filed an amendment to the Series C Certificate of Designation which provides that except as otherwise required

by the Nevada Revised Statutes, the holders of Series C shall have no voting rights with respect to such shares.

Series C is functionally the same as our Common Stock except for the inclusion of either, at the election of the holder, a 4.99% or 9.99%

beneficial ownership equity blocker and a liquidation preference in the event of a Liquidation Event(as defined in the Certificate of

Designation) so that before any amount shall be paid to the holders of any of shares of junior stock, the holders of the Series C shall

receive an amount per Series C equal to the amount per share such holder would receive if such holder converted such Series C into Common

Stock immediately prior to the date of such payment.

The Certificate of Designation for the Series C authorizes 200,000 shares of Series C, par value of $ 0.001 .

Each share of Series

C has a stated value of $ 60.00 .

Each share of Series C is convertible into 10 shares of our Common Stock, subject to certain adjustments.

The initial Series C Conversion price is $ 6.00 per share of Common Stock.

There is no trading market available for the Series C.

We do not intend to list or quote the Series C on any securities

exchange or nationally recognized trading system.

The Series C ranks junior to the Company’s Series A Convertible Preferred Stock and Series B Convertible Preferred Stock, but

ranks senior to the Company’s Common Stock and any preferred stock issued after the Series C.

In the event of the merger or consolidation

of the Company with or into another entity, the Series C shall maintain its relative rights, powers, designations, privileges and preferences

provided for in the Certificate of Designations.

In the event of a liquidation of the Company, the holders of Series C will share in

the distribution of our net assets on an as-converted basis.

Except as otherwise required by the Nevada Revised Statutes, the holders of Series C shall have no voting rights with respect to

June 30, 2025, and December 31, 2024, the Company had 0 and 0 shares of Series C Preferred issued and outstanding, respectively.

Company is authorized to issue 250,000,000 shares of common stock, par value $ 0.001 per share.

the six months ended June 30 , 2025, the Company issued 70,861 shares

of common stock with a fair market value of $ 680,765 for services rendered and to be rendered to the Company.

the six months ended June 30 , 2025 , the Company issued 188,750 shares of common stock upon

the conversion of 15,100 shares of Series B Preferred.

the six months ended June 31 , 2025 , the Company issued 5,469 shares of common stock with

a value of $ 20,900 as a dividend for the Series B Preferred.

During the six months ended June 30 , 2025 , the Company issued 12,105 shares of common stock

upon the conversion of 807 shares of Series A Preferred.

of June 30, 2025, and December 31, 2024, the Company had 9,677,720 and 9,400,535 shares of common stock issued and outstanding, respectively.

March 7, 2025, the Board of Directors approved a share repurchase program authorizing the Company to purchase up to an aggregate of $ 1

4 unchanged sentences

and other business considerations.

During the three months ended

March 31 , 2025 , the Company repurchased 79,377 shares

of common stock for approximately $ 298,207 under its share repurchase program.

As of March 31, 2025, and December 31, 2024, the Company

had $ 298,207 and $ 0 in Treasury Stock, respectively.

Note 6 – Contingencies

Russia-Ukraine conflict

The Russian-Ukraine conflict is a global concern.

The Company does not have any direct exposure to Russia or Ukraine through its operations, employee base, investments or sanctions.

if the conflict escalates, it is unknown whether its direct or indirect effects may impact our business.

Note 7 – Stock Options

The Company’s

stockholders approved our 2024 Equity Incentive Plan (the “Plan”) in May 2024.

In July 2024, the Company’s stockholders

amended the Plan to increase the number of shares issuable thereunder to 2,000,000 .

As of March 31, 2025, the Company had 682,967 shares

of common stock available for future issuance under the Plan.

Plan provide for the grant of incentive stock options to our employees and our subsidiaries’ employees, and for the grant of stock

the six months ended June 30 , 2025 , the Company repurchased 79,377

shares of common stock for approximately $ 298,207 under its share repurchase program.

of June 30, 2025, and December 31, 2024, the Company had $ 298,207 and $ 0 in Treasury Stock, respectively.

6 – Contingencies

Russia-Ukraine

Russian-Ukraine conflict is a global concern.

The Company does not have any direct exposure to Russia or Ukraine through its operations,

employee base, investments or sanctions.

However, if the conflict escalates, it is unknown whether its direct or indirect effects may

impact our business.

7 – Stock Options

Company’s stockholders approved our 2024 Equity Incentive Plan in May 2024, amending it in July 2024 to increase the number of

shares issuable thereunder to 2,000,000 , and approved our 2025 Equity Incentive Plan in April 2025 with an additional 2,000,000 shares

issuable thereunder (the “Plans”).

As of June 30, 2025, the Company had 2,700,597 shares of common stock available for future

issuance under the Plans.

Plans provide for the grant of incentive stock options to our employees and our subsidiaries’ employees, and for the grant of stock

options, stock bonus awards, restricted stock awards, performance stock awards and other forms of stock compensation to our employees,

including officers, consultants and directors.

The Plan also provides that the grant of performance stock awards may be paid out in cash

as determined by the committee administering the Plan.

Option valuation models require

the input of highly subjective assumptions.

The fair value of stock-based payment awards was estimated using the Black-Scholes option

pricing model with a volatility figure derived from historical data.

The Company accounts for the expected life of options based on the

contractual life of the options.

On January 15, 2025, the

Company issued options to purchase 40,000 shares of common stock with a $ 5.00 exercise price with a fair value of $ 132,651 .

estimated the fair value of the options using the Black-Scholes Pricing Model based on the following assumptions:

(1) dividend yield of

0 %, (2) expected volatility of 149.21 %, (3) risk-free interest rate of 4.59 %, and (4) expected life of 10 years.

were no options exercised during the three months ended March 31, 2025, and 2024, respectively.

the stock option activity for the three months ended March 31, 2025, and 2024, is as follows:

The Plans also provides that the grant of performance stock awards may be paid out in

cash as determined by the committee administering the Plans.

valuation models require the input of highly subjective assumptions.

The fair value of stock-based payment awards was estimated using

the Black-Scholes option pricing model with a volatility figure derived from historical data.

The Company accounts for the expected life

of options based on the contractual life of the options.

January 15, 2025, the Company issued options to purchase 40,000 shares of common stock with a $ 5.00 exercise price with a fair value

of $ 132,651 .

The Company estimated the fair value of the options using the Black-Scholes Pricing Model based on the following assumptions:

(1) dividend yield of 0 %, (2) expected volatility of 149.21 %, (3) risk-free interest rate of 4.59 %, and (4) expected life of 10 years.

were no options exercised during the three and six months ended June 30, 2025, and 2024, respectively.

summary of the stock option activity for the six months ended June 30, 2025, and 2024, is as follows:

of Stock Option Activity

6 unchanged sentences

Cancelled/Exchanged

Outstanding at March 31, 2025

Exercisable at March 31, 2025

summary of the stock options outstanding at March 31, 2025, is as follows:

Outstanding at June 30, 2025

Exercisable at June 30, 2025

summary of the stock options outstanding at June 30, 2025, is as follows:

of Exercise Price of Stock Options

2 unchanged sentences

Remaining Life

aggregate intrinsic value of outstanding stock options was $ 0 , based on options with an exercise price less than the Company’s stock

price of $ 4.04 as of March 31, 2025, which would have been received by the option holders had those option holders exercised their options

as of that date.

The fair value of all options

that vested during the three months ended March 31, 2025, and 2024 was $ 241,864 and $ 0 , respectively.

Unrecognized compensation expense

was $ 2,897,697 as of March 31, 2025.

Note 8 – Warrants

the warrant activity for the three months ended March 31, 2025, is as follows:

aggregate intrinsic value of outstanding stock options was $ 2,385,380 , based on options with an exercise price less than the Company’s

stock price of $ 7.01 as of June 30, 2025, which would have been received by the option holders had those option holders exercised their

options as of that date.

fair value of all options that vested during the three months ended June 30, 2025, and 2024 was $ 208,702 and $ 0 , respectively.

value of all options that vested during the six months ended June 30, 2025, and 2024 was $ 450,566 and $ 0 , respectively.

compensation expense was $ 2,688,995 as of June 30, 2025.

summary of the warrant activity for the six months ended June 30, 2025, is as follows:

Schedule of Warrant Activity

6 unchanged sentences

Cancelled/Exchanged

Outstanding at March 31, 2025

Exercisable at March 31, 2025

summary of the warrants outstanding at March 31, 2025, is as follows:

Outstanding at June 30, 2025

Exercisable at June 30, 2025

summary of the warrants outstanding at June 30, 2025, is as follows:

of Exercise Price of Warrants

3 unchanged sentences

aggregate intrinsic value of outstanding stock warrants was $ 54,150 based on warrants with an exercise price less than the Company’s

stock price of $ 4.04 as of March 31, 2025, which would have been received by the warrant holders had those holders exercised the warrants

stock price of $ 7.01 as of June 30, 2025, which would have been received by the warrant holders had those holders exercised the warrants

as of that date.

Note 9 - Segment Information

The Company has one reportable operating segment,

the “Software Business,” which is engaged in the design, development, marketing, and sales of the Company’s software

The Company’s chief operating decision maker (“CODM”) is the Company’s Chief Executive Officer.

CODM uses the number of advertisers and users to assess the growth of the business on a monthly basis.

In doing so, he focuses on “controllable

costs” across main functions of the Software Business and will allocate personnel and budget accordingly to maximize growth and

Note 10 – Related Party Transactions

On March 15, 2025, Westside Strategic Partners, LLC

(“Westside”), controlled by our director, Robert Haag, received a dividend of 627 shares of Series A Preferred, per the terms

of the Company’s Series A Certificate of Designation.

On March 15, 2025, Westside received a dividend of

337 shares of common stock pursuant to the Series B Certificate of Designation.

On March 15, 2025, Isaac Dietrich received a dividend

of 15 shares of Series A Preferred, per the terms of the Series A Certificate of Designation.

On March 15, 2025, Joanna Massey received a dividend

of 31 shares of Series A Preferred, per the terms of the Series A Certificate of Designation.

On March 15, 2025, Joanna Massey received a dividend

of 270 shares of common stock pursuant to the Series B Certificate of Designation.

Note 11 – Subsequent Events

The Company has evaluated subsequent events from the

balance sheet date through the date which the financial statements were issued.

From April 1 to May 12, 2025, the Company issued 1,980

shares of common stock under its 2024 Equity Incentive Plan for services rendered and to be rendered to the Company.

From April 1 to May 12, 2025, the Company issued 15,000

shares of common stock for the conversion of 1,200 shares of Series B Preferred Stock.

From April 1 to May 12, 2025, the Company issued 12,105

shares of common stock for the conversion of 807 shares of Series A Preferred Stock.

On April 29, 2025, holders of a majority of the outstanding

voting securities of the Company approved the following actions by majority consent:

(i) electing five directors to serve until our next

annual meeting of Stockholders or until their successor is duly elected and qualified;

(ii) approving the Company’s 2025 Equity

Incentive Plan (the “2025 Plan”) and the reservation of up to 2,000,000 shares of the Company’s Common Stock, par value

$ 0.001 (the “Common Stock”) for issuance thereunder, subject to certain conditions;

(iii) ratifying the appointment of Haynie

& Company as our independent registered public accounting firm for the fiscal year ending December 31, 2025;

(iv) approving, on an

advisory basis, the compensation paid to our named executive officers;

(v) approving the issuance of securities in one or more non-public

offerings where the maximum discount at which securities will be offered will be equivalent to a discount of 20 % below the market price

of our common stock, as required by and in accordance with Nasdaq Marketplace Rule 5635(d);

and (vi) approving any change of control that

could result from the potential issuance of securities in the non-public offerings following effectiveness of Action No.

5, as required

by and in accordance with Nasdaq Marketplace Rule 5635(b).

The foregoing actions will become effective

no sooner than 20 days after a definitive Information Statement has been distributed to the shareholders of the Company.

May 12, 2025, the Company entered into that certain Master Loan Agreement (the “MLA”) with Coinbase Credit, Inc.

and Coinbase, Inc., pursuant to which the Company and Coinbase may enter into transactions (each such transaction, a “Loan”)

in which Coinbase will lend to the Company certain Digital Assets or Cash against a transfer of Collateral (each as defined in the MLA).

Pursuant to the MLA, the Company and Coinbase shall agree on the terms of the Loan, and Coinbase shall confirm such Loan by sending a

confirmation to the Company.

Unless otherwise agreed, the Company will transfer to Coinbase the Collateral with a market value at least

equal to the margin percentage of the market value of the Loaned Asset (as defined in the MLA).

9- Segment Information

Company has one reportable operating segment, the “Software Business,” which is engaged in the design, development, marketing,

and sales of the Company’s software platform.

The Company’s chief operating decision maker (“CODM”) is the Company’s

Chief Executive Officer.

The CODM uses the number of advertisers and users to assess the growth of the business on a monthly basis.

doing so, he focuses on “controllable costs” across main functions of the Software Business and will allocate personnel and

budget accordingly to maximize growth and revenues.

10 – Related Party Transactions

March 15, 2025, Westside Strategic Partners, LLC (“Westside”), controlled by our director, Robert Haag, received a dividend

of 627 shares of Series A Preferred, per the terms of the Company’s Series A Certificate of Designation.

March 15, 2025, Westside received a dividend of 337 shares of common stock pursuant to the Series B Certificate of Designation.

March 15, 2025, Isaac Dietrich received a dividend of 15 shares of Series A Preferred, per the terms of the Series A Certificate of Designation.

March 15, 2025, Joanna Massey received a dividend of 31 shares of Series A Preferred, per the terms of the Series A Certificate of Designation.

March 15, 2025, Joanna Massey received a dividend of 270 shares of common stock pursuant to the Series B Certificate of Designation.

May 29, 2025, Joanna Massey received 10,000 common shares for the automatic conversion of 800 Series B Preferred shares, per the terms

of the Series B Certificate of Designation.

May 29, 2025, Westside received 12,500 common shares for the automatic conversion of 1,000 Series B Preferred shares, per the terms of

the Series B Certificate of Designation.

June 15, 2025, Isaac Dietrich received a dividend of 16 shares of Series A Preferred, per the terms of the Series A Certificate of Designation.

June 15, 2025, Joanna Massey received a dividend of 31 shares of Series A Preferred, per the terms of the Series A Certificate of Designation.

June 15, 2025, Westside received a dividend of 639 shares of Series A Preferred, per the terms of the Series A Certificate of Designation.

11 – Subsequent Events

Company has evaluated subsequent events from the balance sheet date through the date which the financial statements were issued.

June 30, 2025, as part of a registered direct offering (the “Series C Offering”), the Company agreed to sell 108,336 shares

of Company’s Series C Preferred, at a price of $ 60.00 per share for gross proceeds of $ 6,499,980 .

Each share of Series C converts

into 10 shares of common stock.

The Series C Offering closed on July 7, 2025.

The net proceeds to the Company from the Series C Offering

were approximately $ 6.04 million after deducting placement agent fees and offering expenses payable by the Company.

The Series C contains

a beneficial ownership limitation, pursuant to which a holder may not convert Series C into common stock to the extent that, after such

conversion, the holder (together with its affiliates) would beneficially own more than either 4.99% or 9.99% of the Company’s outstanding

common stock, as initially elected by the holder.

Steele Private Transactions

July 8, 2025, simultaneously with the closing of the Series C Offering, Mr.

Robert Steele, the Company’s Chief Executive Officer,

agreed to sell 2,500,000 shares of common stock (the “Private Transaction Shares”) to certain accredited investors that participated

in the Series C Offering.

The purchase price of the Private Transaction Shares was $ 0.50 per share and Mr.

Steele received $ 1,250,000

in net proceeds from the sale of the Private Transaction Shares.

The Company has agreed to register the resale of the Private Transaction

Shares with the Securities and Exchange Commission within 30 days of the closing of the offering of the Private Transaction Shares.

July 8, 2025, simultaneously with the closing of the Series C Offering, pursuant to an option assignment agreement dated June 19, 2025

(the “Option Agreement”), Hampton Growth Resources, LLC (the “Assignor”) sold an option to purchase 750,000 shares

of the Company’s common stock at an exercise price of $ 0.30 per share (the “Option”) to certain accredited investors

who are anticipated to be purchasers in the Series C Offering (the “Assignees”).

The sale price of the Option was $ 150,000 .

Andrew Haag, the brother of Mr.

Robert Haag, a member of the Company’s Board of Directors, is a stockholder of the Company

and the Managing Member of the Assignor.

The Assignor had previously purchased the Option for $ 125,000 from Mr.

Daniel Lupinelli, a principal

stockholder of the Company beneficially owing 14.47 % of the outstanding Common Stock of the Company as of June 16, 2025.

Within 30 days

of the closing of the Option sale, the Company has agreed to register the resale of the underlying shares of common stock issuable upon

the full exercise of such Option within 30 days.

July 8 to August 8, 2025, the Company issued 828,337 shares of common stock for the conversion of 82,834 shares of Series C Preferred.

July 24 to August 12, 2025, the Company issued 41,050

shares of common stock for the cash exercise of 41,050 warrants

for proceeds of $ 256,563 .

July 17, 2025, the Company issued 12,500 shares of common stock for the conversion of 1,000 shares of Series B Preferred.

July 17 to August 8, 2025, the Company issued 11,500 shares of common stock from the Company’s 2024 Employee Incentive Plan, net

rescissions of 40,000 shares.

July 15 to August 13, 2025, the Company issued 8,906

shares of common stock for the cashless exercise of 15,000

July 18, 2025, the Company filed a Withdrawal of Designation with the Secretary of State of the State of Nevada and terminated the designation

of its Series B Preferred.

August 4, 2025, the Company issued an aggregate of 650,000 shares of common stock awards for past services rendered to

the following officer and directors:

Robert Haag ( 500,000 shares), Isaac Dietrich ( 50,000 shares), Joanna Massey ( 50,000 shares),

and Paul Dickman ( 50,000 shares).

August 4, 2025, the Company issued 49,332 common for the conversion of 3,289 shares of Series A Preferred.

July 16, 2025, the Board approved an amendment (the “Amendment”) to its Amended and Restated Bylaws (the “Bylaws”).

Pursuant to the Amendment, Section 2.5 of Article II of the Bylaws was amended to provide that except as limited by the Company’s

Articles of Incorporation (as amended, the “Articles of Incorporation”) or by law, a director may be removed by the stockholders

only at an annual meeting of stockholders or at a special meeting of stockholders called for such purpose and otherwise in conformity

with the Bylaws, and only by the affirmative vote of the holders of two-thirds of the voting power of all the shares entitled to vote

at such meeting.

Ventures LLC Financial Advisory Agreement

August 12, 2025, the Company entered into a Financial Advisory Agreement (the “American Ventures Advisory Agreement”) with

American Ventures LLC, Series XVIII DOGE TREAS (the “Advisor”) pursuant to which the Advisor agreed to provide the Company

with certain financial advisory services, including advising the Company on crypto treasury strategies, on a non-exclusive basis.

to the American Ventures Advisory Agreement, the Company agreed to issue the Advisor 750,000 shares (the “American Ventures Advisory

Shares”) of common stock, which such shares of common stock are subject to Stockholder Approval (as such term is defined in the

American Ventures Advisory Agreement).

The American Ventures Advisory Agreement may be terminated by either party upon five days prior

written notice to the other party.

2025 Offering

August 11, 2025, the Company entered into a placement agency agreement (the “August 2025 Dominari Agreement”) with Dominari

Securities LLC (the “Dominari”) pursuant to which the Company agreed to issue and sell directly to certain investors (the

“Investors”), in a best efforts offering (the “August 2025 Offering”), an aggregate of 5,000,000 shares of our

common stock.

The Company issued 5,000,000 shares of common stock for the August 2025 Offering on August 12, 2025.

closing of the August 2025 Offering occurred on August 12, 2025.

The gross proceeds to the Company were approximately $50 million, before

deducting the placement agent’s fees and expenses and estimated offering expenses payable by us.

Pursuant to the August 2025 Dominari

Agreement, the Company paid Dominari a cash fee equal to 7% of the aggregate purchase price paid by the Investors in the August 2025

Offering and a cash fee equal to 1% of the aggregate purchase price paid by the Investors in the August 2025 Offering for non-accountable

expensesm and reimbursed Dominari for all reasonable and out-of-pocket expenses incurred in connection with its engagement, including

reasonable fees and expenses of its legal counsel in the amount of $ 150,000 .

Additionally, the Company issued warrants (the “August

2025 Dominari Warrants”) to Dominari to purchase up to 350,000 shares of common at an exercise price of $ 10.00 per share.

2025 Dominari Warrant will be exercisable 180 days after the issuance date and has a term of exercise equal to five years from the date

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements