What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-08-14 compared with 2025-05-15 · 424 added, 259 removed, 94 unchanged (88% of the section changed)

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Quarterly Report on Form 10-Q (this “Quarterly

Report”), including this Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking

statements within the meaning of the federal securities laws.

Statements that are not historical facts, including statements about our

beliefs and expectations, are forward-looking statements.

Forward-looking statements include statements preceded by, followed by or that

include the words “may”, “could”, “would”, “should”, “believe”, “expect”,

“anticipate”, “plan”, “estimate”, “target”, “project”, “intend”,

“foresee” and similar expressions.

These statements include, among others, statements regarding our expected business outlook,

anticipated financial and operating results, our business strategy and means to implement the strategy, our objectives, the amount and

timing of capital expenditures, the likelihood of our success in expanding our business, financing plans, budgets, working capital needs

and sources of liquidity.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and

depend on circumstances that may or may not occur in the future.

Forward-looking statements are only predictions and

are not guarantees of performance.

These statements are based on our management’s beliefs and assumptions, which in turn are based

on currently available information.

Important assumptions relating to the forward-looking statements include, among others, assumptions

regarding demand for our products, the expansion of product offerings geographically or through new marketing applications, the timing

and cost of planned capital expenditures, competitive conditions and general economic conditions.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Quarterly Report on Form 10-Q (this “Quarterly Report”), including this Management’s Discussion and Analysis of Financial

Condition and Results of Operations contains forward-looking statements within the meaning of the federal securities laws.

that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements.

Forward-looking

statements include statements preceded by, followed by or that include the words “may”, “could”, “would”,

“should”, “believe”, “expect”, “anticipate”, “plan”, “estimate”,

“target”, “project”, “intend”, “foresee” and similar expressions.

These statements include,

among others, statements regarding our expected business outlook, anticipated financial and operating results, our business strategy

and means to implement the strategy, our objectives, the amount and timing of capital expenditures, the likelihood of our success in

expanding our business, financing plans, budgets, working capital needs and sources of liquidity.

By their nature, forward-looking statements

involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future.

Forward-looking

statements are only predictions and are not guarantees of performance.

These statements are based on our management’s beliefs and

assumptions, which in turn are based on currently available information.

Important assumptions relating to the forward-looking statements

include, among others, assumptions regarding demand for our products, the expansion of product offerings geographically or through new

marketing applications, the timing and cost of planned capital expenditures, competitive conditions and general economic conditions.

These assumptions could prove inaccurate.

Forward-looking statements also involve known and unknown risks and uncertainties, which could cause actual results to differ materially

from those contained in any forward-looking statement.

In addition, even if our actual results are consistent with the forward-looking

statements contained in this quarterly report, those results may not be indicative of results or developments in subsequent periods.

of these factors are beyond our ability to control or predict.

Such factors include, but are not limited to, the following:

our ability to raise capital when needed and on acceptable terms and conditions;

our ability to manage credit and debt structures from debt holders;

our ability to generate revenues and manage the growth of our business;

competitive pressures;

general economic conditions;

our ability to attract and retain management, and to integrate and maintain technical information and management information systems;

our ability to maintain compliance with the continued listing requirements of the Nasdaq Capital Market (“Nasdaq”);

compliance with laws and regulations, including those relating to corporate governance matters and tax

matters, as well as any future changes to such laws and regulations.

Except as required by applicable law, including the

securities laws of the United States and the rules and regulations of the Securities and Exchange Commission (“SEC”), we are

under no obligation to publicly update or revise any forward-looking statements, whether as a result of any new information, future events

or otherwise.

Investors, potential investors and other readers are urged to consider the above-mentioned factors carefully in evaluating

the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements.

Although we believe that

the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results or performance.

Thumzup Media Corporation

(“Thumzup” or “Company”) was incorporated on October 27, 2020, under the laws of the State of Nevada, and its

headquarters is located in Los Angeles.

The Company’s primary business is software as a service provider dedicated to connecting

businesses with consumers and allowing the business to incentivize consumers to post about their experience on social media.

Thumzup mission

is to democratize social media marketing by connecting advertisers with non-professional people, who can be paid for their posts about

products and services they love through its technology which utilizes a proprietary mobile app (the “App”).

The App generates

scalable word-of-mouth product posts and recommendations for advertisers on social media and is designed to connect advertisers with individuals

who are willing to promote their products online.

The Thumzup App enables users

to select a brand they want to post about on social media.

Once the Thumzup user selects the brand and takes a photo (using the App),

the App will post the photo and a caption to the user’s social media account(s).

As of the date of this filing, Instagram is the

Company’s initial social media platform that is being used, due to its wide acceptance and its great functionality using photographs.

Forward-looking statements also involve known and unknown risks and uncertainties, which could

cause actual results to differ materially from those contained in any forward-looking statement.

In addition, even if our actual results

are consistent with the forward-looking statements contained in this quarterly report, those results may not be indicative of results

or developments in subsequent periods.

Many of these factors are beyond our ability to control or predict.

Such factors include, but

are not limited to, the following:

ability to raise capital when needed and on acceptable terms and conditions;

ability to manage credit and debt structures from debt holders;

ability to generate revenues and manage the growth of our business;

economic conditions;

ability to attract and retain management, and to integrate and maintain technical information and management information systems;

ability to maintain compliance with the continued listing requirements of the Nasdaq Capital Market (“Nasdaq”);

with laws and regulations, including those relating to corporate governance matters and tax matters, as well as any future changes

to such laws and regulations.

as required by applicable law, including the securities laws of the United States and the rules and regulations of the Securities and

Exchange Commission (“SEC”), we are under no obligation to publicly update or revise any forward-looking statements, whether

as a result of any new information, future events or otherwise.

Investors, potential investors and other readers are urged to consider

the above-mentioned factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such

forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we

cannot guarantee future results or performance.

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

of Nevada, and its headquarters is located in Los Angeles.

The Company’s primary business is software as a service provider dedicated

to connecting businesses with consumers and allowing the business to incentivize consumers to post about their experience on social media.

Thumzup mission is to democratize social media marketing by connecting advertisers with non-professional people, who can be paid for

their posts about products and services they love through its technology which utilizes a proprietary mobile app (the “App”).

The App generates scalable word-of-mouth product posts and recommendations for advertisers on social media and is designed to connect

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

Thumzup App enables users to select a brand they want to post about on social media.

Once the Thumzup user selects the brand and takes

a photo (using the App), the App will post the photo and a caption to the user’s social media account(s).

As of the date of this

filing, Instagram is the Company’s initial social media platform that is being used, due to its wide acceptance and its great functionality

using photographs.

The Company expects to add other social media platforms in the future.

For the advertiser, the Thumzup system enables brands to get real

people to promote products to their friends, rather than displaying banner ads that consumers now mostly ignore, or contracting with expensive

professional influencers.

The Company has recorded nominal revenues during the three months ended March 31, 2025, and continues with the

development of enhancements to its App and marketing efforts.

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.

For the advertiser, the Thumzup system enables

brands to get real people to promote products to their friends, rather than displaying banner ads that consumers now mostly ignore, or

contracting with expensive professional influencers.

The Company has recorded nominal revenues during the three months ended June 30,

2025, and continues with the development of enhancements to its App and marketing efforts.

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.

Ventures LLC Financial Advisory Agreement

August 12, 2025, we 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 us with certain financial

advisory services, including advising us on crypto treasury strategies, on a non-exclusive basis.

Pursuant to the American Ventures Advisory

Agreement, we 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 defined in the American Ventures Advisory Agreement).

Ventures Advisory Agreement may be terminated by either party upon five days prior written notice to the other party.

2025 Offering

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

LLC (the “Dominari”) pursuant to which we 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.

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

The gross proceeds to us were approximately $50 million, before deducting

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

We currently intend to use the net proceeds

received from the August 2025 Offering to explore the accumulation of cryptocurrencies and mining equipment, working capital and general

corporate purposes.

to the August 2025 Dominari Agreement, we 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 expenses, 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, we 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

maintain compliance with the laws of the state of Nevada, on July 16, 2025, the Board of Directors approved an amendment (the “Amendment”)

to our 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 our 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

of Designation of Series B Convertible Preferred Stock

July 18, 2025, we filed a Withdrawal of Designation (the “Withdrawal of Designation”) with the Secretary of State of the

State of Nevada and terminated the designation of our Series B Preferred Convertible Voting Stock, par value $0.001 per share (the “Series

B Preferred Stock”).

At the time of the filing of the Withdrawal of Designation, there were no shares of Series B Preferred Stock

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 Offering and Related Transactions

June 30, 2025, as part of a registered direct offering (the “Series C Offering”), we agreed to sell, pursuant to a securities

purchase agreement dated June 30, 2025, by and among us and the investors named therein, an aggregate of 108,336 shares of Company’s

Series C Convertible Preferred Stock (the “Series C Preferred Stock”), par value $0.001 per share, at a price of $60.00 per

share for gross proceeds of $6,499,980.

Each share of Series C Preferred Stock converts into 10 shares of common stock.

The aggregate

net proceeds to us from the Series C Offering were approximately $6.04 million after deducting placement agent fees and offering

expenses payable by us.

connection with the Series C Offering, on June 30, 2025, we entered into a Placement Agency Agreement (the “June 2025 Dominari

Agreement”) with Dominari.

to the June 2025 Dominari Agreement, we paid Dominari a cash fee equal to 6% of the gross cash proceeds received in the Series C

Offering and a 1% non-accountable expense allowance.

In addition, we issued to Dominari warrants to purchase up to 65,000 shares of

common stock, such amount being equal to equal to 6% of the shares of common stock issuable upon conversion of the Series C

Preferred Stock sold in the Series C Offering (the “June 2025 Dominari Warrants”).

The June 2025 Dominari Warrants may

be exercised on or after January 3, 2026, have an exercise price of $6.00 per share, are non-tradeable and expire on July 8,

Series C Transactions

connection with the Series C Offering, Robert Steele, our Chief Executive Officer, agreed to sell 2,500,000 shares of common stock

(the “Private Transaction Shares”) in a private transaction to certain accredited investors who were purchasers in the Series

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

Steele received $1,250,000 in aggregate

net proceeds from the sale of the Private Transaction Shares.

Additionally,

pursuant to an Option Assignment Agreement dated June 19, 2025 (the “Option Assignment Agreement”), for $150,000, Hampton

Growth Resources, LLC (the “Assignor”) sold an option to purchase 750,000 shares of our common stock at an exercise price

of $0.30 per share (the “Option”) to certain accredited investors who participated in the Series C Offering (the “Assignees”).

Andrew Haag, the brother of a member of our Board of Directors, Robert Haag, is a stockholder of the Company and the Managing Member

of the Assignor.

The Assignor agreed to purchase 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.

Subsequent to the sale and assignment of the Option, the Assignees

are expected to exercise the Option, purchasing 750,000 shares for the purchase price of $225,000, which will be paid to Mr.

relation to the aforementioned private transactions, we are obligated to file within 30 days, a registration statement on Form S-3 to

register the resale of up to an aggregate of 3,250,000 shares of common stock, consisting of (i) the 2,500,000 Private Transaction Shares

and (ii) 750,000 shares of common stock issuable upon the exercise in full of the Option.

Master Loan Agreement

8 unchanged sentences

– Coinbase Master Loan Agreement” herein.

Available Information:

Thumzup™ is located

at 10557-B Jefferson Blvd, Culver City, CA 90232.

Our telephone number is (800) 403-6150 and our Internet website address is www.thumzupmedia.com.

We file or furnish electronically

with the U.S.

Securities and Exchange Commission (“SEC”) Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current

Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act.

copies of these reports available free of charge through our investor relations website as soon as reasonably practicable after we file

or furnish them with the SEC.

is located at 10557-B Jefferson Blvd, Culver City, CA 90232.

Our telephone number is (800) 403-6150 and our Internet website address

is www.thumzupmedia.com.

file or furnish electronically with the U.S.

Securities and Exchange Commission (“SEC”) Annual Reports on Form 10-K, Quarterly

Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d)

of the Exchange Act.

We make copies of these reports available free of charge through our investor relations website as soon as reasonably

practicable after we file or furnish them with the SEC.

These reports are also accessible through the SEC website at www.sec.gov.

Information contained on or accessible

through our website, www.thumzupmedia.com, is not incorporated into, and does not form a part of, this Quarterly Report or any other report

or document we file with the SEC, and any references to our websites are intended to be inactive textual references only.

RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2025, AND 2024

The following table sets forth certain selected unaudited

condensed statements of operations data for the three months ended March 31, 2025, and 2024.

For the Three Months ended March 31,

contained on or accessible through our website, www.thumzupmedia.com, is not incorporated into, and does not form a part of, this Quarterly

Report or any other report or document we file with the SEC, and any references to our websites are intended to be inactive textual references

OF OPERATIONS

MONTHS ENDED JUNE 30, 2025, AND 2024

following table sets forth certain selected unaudited condensed consolidated statements of operations data for the three months ended

June 30, 2025, and 2024.

For the Three Months ended June 30,

Operating Expenses

3 unchanged sentences

$ (1,193,229 )

$ (1,824,375 )

The Company generated revenues of $151 and $405 for

the three months ended March 31, 2025, and 2024, respectively, a decrease of $254.

The Company has prioritized expanding its footprint

of listed businesses before focusing on converting them to paying clients.

Company generated revenues of $15 and $30 for the three months ended June 30, 2025, and 2024, respectively, a decrease of $15.

has prioritized expanding its footprint of listed businesses before focusing on converting them to paying clients.

the three months ended June 30, 2025, and 2024, the Company incurred operating expenses of $1,658,893 and $529,091, respectively, an

increase of $1,129,802.

The increase in operating expenses was caused by:

marketing expenses increasing by $227,628 from $ 96,674

during the three months ended June 30, 2024, to $324,302 during the same period in 2025, general and administrative expenses increasing

by $815,458 from $ 359,827 during the three months ended June 30, 2024, to $1,175,285 during the same

period in 2025, depreciation and amortization expenses increasing by $19,201 from $22,925 during

the three months ended June 30, 2024, to $42,126 during the same period in 2025, and an increase in research and development expenses

of $67,515 from $ 49,665 during the three months ended June 30, 2024, to $117,180 during the same

period in 2025.

Loss from operations

Company realized a net loss from operations before income taxes of $1,658,878 and $529,061 for the

three months ended June 30, 2025, and 2024, respectively, an increase of $1,129,817 for the reasons stated above in the section “Operating

the three months ended June 30, 2025, and 2024, the Company had ($3,930) and $ 1,288 in interest (expense)

and income, respectively.

There was loss on the impairment on intangible assets (bitcoin) of $41,771 and $0 during the three months ended

June 30, 2025, and 2024, respectively.

Additionally, there was unrealized gains on intangible assets (bitcoin) of $511,339 and $0 during

the three months ended June 30, 2025, and 2024, respectively.

Loss attributable to common stockholders

Company realized a net loss attributable to common stockholders of $1,193,229 and $ 550,717

for the three months ended June 30, 2025, and 2024, respectively, an increase of $642,512 for the reasons stated above in the

section “Operating Expenses.”

MONTHS ENDED JUNE 30, 2025, AND 2024

following table sets forth certain selected unaudited condensed consolidated statements of operations data for the six months ended June

30, 2025, and 2024.

For the Six Months ended June 30,

Operating Expenses

For the three

months ended March 31, 2025, and 2024, the Company incurred operating expenses of $1, 736 , 093 and $328,352, respectively, an increase of

Loss from Operations

Other Income (Expense)

Net (Loss) Attributable to Common Stockholders

$ (3,348,316 )

$ (2,466,884 )

Company generated revenues of $166 and $435 for the six months ended June 30, 2025, and 2024, respectively, a decrease of $269.

has prioritized expanding its footprint of listed businesses before focusing on converting them to paying clients.

the six months ended June 30, 2025, and 2024, the Company incurred operating expenses of $3,394,956 and $857,445, respectively, an increase

of $2,537,511.

The increase in operating expenses was caused by:

marketing expenses increasing by $884,810 from $ 148,440

during the three months ended March 31, 2024, to $708,948 during the same period in 2025, general and administrative expenses increasing

by $ 695 , 548 from $ 221,926 during the three months ended March 31, 2024, to $ 917 , 474 during the same

period in 2025, depreciation and amortization expenses increasing by $16,974 from $17,238 during the

three months ended March 31, 2024, to $34,212 during the same period in 2025, and an increase in research and development expenses of

$38,036 from $ 37,423 during the three months ended March 31, 2024, to $75,459 during the same period

Net Loss from operations

Company realized a net loss from operations before income taxes of $ 1,735,942 and $327,947 for

the three months ended March 31, 2025, and 2024, respectively, an increase of $1, 407,955 for the reasons stated above in the section

during the six months ended June 30, 2024, to $1,033,250 during the same period in 2025, general and administrative expenses increasing

by $1,510,974 from $ 581,7555 during the six months ended June 30, 2024, to $2,092,729 during the

same period in 2025, depreciation and amortization expenses increasing by $36,175 from $40,163 during

the six months ended June 30, 2024, to $76,338 during the same period in 2025, and an increase in research and development expenses of

$105,552 from $ 87,087 during the six months ended June 30, 2024, to $192,639 during the same period

Loss from operations

Company realized a net loss from operations before income taxes of $3,394,790 and $857,010 for the

six months ended June 30, 2025, and 2024, respectively, an increase of $2,537,780 for the reasons stated above in the section “Operating

the six months ended June 30, 2025, and 2024, the Company had $21,678 and $ 1,288 in interest income,

respectively.

There was loss on the impairment on intangible assets (bitcoin) of $579,049 and $0 during the six months ended June 30,

2025, and 2024, respectively.

Additionally, there was unrealized gains on intangible assets (bitcoin) of $624,745 and $0 during the six

months ended June 30, 2025, and 2024, respectively.

Loss attributable to common stockholders

Company realized a net loss attributable to common stockholders of $3,348,316 and $ 881,432

for the six months ended June 30, 2025 and 2024, respectively, an increase of $2,466,884 for the reasons stated above in the section

“Operating Expenses.”

Other expenses

For the three

months ended March 31, 2025, and 2024, the Company had $24,327 and $ - in interest income, respectively.

There was loss on the impairment on intangible assets (bitcoin) of $537,253 and $0 during the three months ended March 31, 2025, and 2024,

and capital resources

of June 30, 2025, and December 31, 2024, the Company had cash in the amount of $ 60,430 and $4,680,840,

respectively.

Additionally, there was unrealized gains on intangible assets (bitcoin) of $113,406 and $0 during the three months ended

March 31, 2025, and 2024, respectively.

Net Loss attributable to common stockholders

The Company realized a net loss attributable

to common stockholders of $2,155, 087 and $ 330,712 for

the three months ended March 31, 2025 and 2024, respectively, an increase of $1, 824 , 375

for the reasons stated above in the section “Operating Expenses.”

Liquidity and capital resources

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

had cash in the amount of $ 1,035,179 and $4,680,840, respectively.

As of March 31, 2025, and December

31, 2024, the Company had stockholders’ equity of $2,796,223 and $4,767,261, respectively.

The Company’s accumulated deficit was $(11,846,795)

and $(9,691,708) as of March 31, 2025, and December 31, 2024, respectively.

The Company used net cash in operating activities

of $1,262,389 and $ 322,856 for three months ended March 31, 2025, and 2024, respectively.

Net cash used in investing activities for three months

ending March 31, 2025, and 2024 was $2,085,065 and $ 60,900 , respectively.

the three months ended March 31, 2025, we invested $2,001,065 and $83,819 in the purchase of intangible assets (bitcoin) and capitalized

development costs, respectively.

During the three months ended March 31, 2024, we invested $60,900 in capitalized development costs.

was cash used in financing activities for the three months ended March 31, 2025, of $298,207, comprised of cash used to repurchase treasury

stock of $298,207.

Net cash provided by financing activities was $350,217 for the three months ended March 31, 2024, comprised of $190,000

from the sale of preferred stock and $161,846 from the sale of common stock, net offering expenses of $1,789.

31, 2025, we had cash on hand of $1,035,179.

As of June 30, 2025, and December 31, 2024, the Company had stockholders’ equity of $1,823,045 and $4,767,261, respectively.

Company’s accumulated deficit was $(13,040,024) and $(9,691,708) as of June 30, 2025, and December 31, 2024, respectively.

Company used net cash in operating activities of $2,664,485 and $ 675,323 for six months

ended June 30, 2025, and 2024, respectively.

cash used in investing activities for six months ending June 30, 2025, and 2024 was $2,157,718 and $ 126,665 ,

respectively.

During the six months ended June 30, 2025, we invested $2,001,246 and $156,47 1 in

the purchase of intangible assets (bitcoin) and capitalized development costs, respectively.

During the six months ended June 30, 2024,

we invested $126,665 in capitalized development costs.

was cash used in financing activities for the six months ended June 30, 2025, of $201,793, comprised of cash used to repurchase treasury

stock of $298,207 and cash provided by a Coinbase BTC loan of $500,000.

Net cash provided by financing activities was $941,226 for the

six months ended June 30, 2024, comprised of $805,000 from the sale of preferred stock and $161,226 from the sale of common stock, net

offering expenses of $25,000.

of June 30, 2025, we had cash on hand of $60,430.

We currently have minimal sources of liquidity such as arrangements with credit institutions

that will have or are reasonably likely to have a current or future effect on our financial condition or immediate access to capital.

Concern and Required Capital over the Next Fiscal Year

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 our Treasury

Reserve Policy and bitcoin strategy, we have used a significant portion of our cash, including cash generated from capital raising transactions,

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

As of March 31, 2025, we held approximately 19.106 bitcoins,

all of which are unencumbered.

We believe our 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 its 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.

A Preferred Stock

10 unchanged sentences

to the provisions of Section 4 of the Series A Certificate of Designation, each holder shall have the right, at any time and from time

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

of common stock as set forth herein.

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

shares of common stock as set forth herein.

Each share of Series A Preferred initially converts into 15 shares of common stock (the “Conversion

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If paid in kind, the dividend shall be in shares of Series A Preferred (the “Series A 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 Series A 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.

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 Series A 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.

Series A Preferred was offered and sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities

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B Preferred Stock

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 Stock (“Series B Preferred”).

The Company recently raised

$805,000 in a Series B Preferred offering during the period March - May 2024.

Each share of Series B Preferred cost $50 and initially

converts into 10 shares of common stock and pays a 10% dividend on a quarterly basis and has downside price protection.

Once the company

up-lists on a National Stock Exchange, the Series B Preferred converts at a 20% discount to the price of the offering in this S-1 and

the downside price protections are eliminated.

There is a call provision that goes into effect six (6) months from the listing on a National

Exchange, that if the common stock trades at a 100% premium to the conversion price for 10 days or more, the Company can force the conversion

of the Series B Preferred into common stock.

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

Series B Preferred.

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 Nasdaq, 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

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.

The Series B Preferred was offered

and sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act.

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 Stock (“Series B Preferred”).

Company recently raised $805,000 in a Series B Preferred offering during the period March - May 2024.

Each share of Series B Preferred

cost $50 and initially converts into 10 shares of common stock and pays a 10% dividend on a quarterly basis and has downside price protection.

Once the company up-lists on a National Stock Exchange, the Series B Preferred converts at a 20% discount to the price of the offering

in this S-1 and the downside price protections are eliminated.

There is a call provision that goes into effect six (6) months from the

listing on a National Exchange, that if the common stock trades at a 100% premium to the conversion price for 10 days or more, the Company

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

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

for the holders of the Series B Preferred.

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 Nasdaq, 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.

Series B Preferred was offered and sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities

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

of our Series B Preferred.

At the time of the filing of the Withdrawal of Designation, there were no shares of Series B Preferred Stock

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.

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

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

Series C Preferred Stock 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 Series C 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 Preferred Stock shall receive a number of shares of Series C Preferred Stock equal to the amount per share such

holder would receive if such holder converted such Series C Preferred Stock into common stock immediately prior to the date of such payment.

Series C Certificate of Designation for authorizes 200,000 shares of Series C Preferred Stock.

Each share of Series C Preferred

Stock has a stated value of $60.00.

Each share of Series C Preferred Stock is convertible into 10 shares of our common stock,

subject to certain adjustments.

The initial conversion price of the Series C Preferred Stock is $6.00 per share of common

There is no trading market available for the Series C Preferred Stock.

We do not intend to list or quote the Series C Preferred

Stock on any securities exchange or nationally recognized trading system.

Series C Preferred Stock ranks junior to the Series A Preferred and Series B Preferred, but ranks senior to our common stock and any

preferred stock issued after the Series C Preferred Stock.

In the event of the merger or consolidation of the Company with or into another

entity, the Series C Preferred Stock shall maintain its relative rights, powers, designations, privileges and preferences provided for

in the Series C Certificate of Designation.

In the event of a liquidation of the Company, the holders of Series C Preferred Stock will

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

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

to such shares.

July 8, 2025, in connection with the Series C Offering, we sold an aggregate of 108,333 shares of Series C Preferred Stock, convertible

into 1,083,333 shares of our common stock, at $60.00 per share (each share of Series C is convertible into 10 shares of common stock)

on a best-efforts basis for aggregate gross proceeds of $ 6,499,980 prior to deducting placement

agent fees and offering expenses payable by us.

The net proceeds to us from the Series C Offering were approximately $6.04 million

after deducting placement agent fees and offering expenses payable by us.

There is currently no established public market for the Series

C Preferred Stock, and we do not expect a market to develop.

The Series C Preferred Stock contains a beneficial ownership limitation,

pursuant to which a holder may not convert the Series C Preferred Stock 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 our 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 who 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 aggregate net proceeds from the sale of the Private Transaction Shares.

We have 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.

Ventures LLC Financial Advisory Agreement

August 12, 2025, we entered into the American Ventures Advisory Agreement with the Adivsor, pursuant to which the Advisor agreed to provide

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

to the American Ventures Advisory Agreement, we agreed to issue the Advisor the American Ventures Advisory Shares, which such shares

of common stock are subject to Stockholder Approval.

2025 Offering

August 11, 2025, we entered into the August 2025 Dominari Agreement with Dominari, pursuant to which we agreed to issue and sell directly

to the Investors in the August 2025 Offering, an aggregate of 5,000,000 shares of our common stock.

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

The gross proceeds to us were approximately $50 million, before deducting

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

We currently intend to use the net proceeds

received from the August 2025 Offering to explore the accumulation of cryptocurrencies and mining equipment, working capital and general

corporate purposes.

to the August 2025 Dominari Agreement, we 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 expenses, 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, we 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.

The August 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 of issuance.

July 8, 2025, simultaneously with the closing of the Series C Offering, pursuant to the Option Agreement, the Assignor sold the Option

to the Assignees.

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

Andrew Haag, the brother of Mr.

Robert Haag, a member of our 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 within 30 days,

the resale of the underlying shares of common stock issuable upon the full exercise of the Option.

Master Loan Agreement

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price for such Replacement Digital Assets and any amounts due to Coinbase pursuant to the MLA.

Our contractual

obligations are included in our notes to the condensed financial statements included in Part I, Item I of this Quarterly

To the extent that funds generated from our operations, together with our existing capital resources, are insufficient to meet

future requirements, we will be required to obtain additional funds through equity or debt financings.

No assurance can be given that

any additional financing will be made available to us or will be available on acceptable terms should such a need arise.

The Company’s results of operations have not

been affected by inflation and management cannot predict the impact, if any, inflation might have on its operations in the future.

Action by Majority Consent – April 2025

April 29, 2025, holders of a majority of the outstanding voting securities of the Company approved the following actions by majority

(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.

contractual obligations are included in our notes to the condensed consolidated financial statements included in Part I, Item I of this

Quarterly Report.

To the extent that funds generated from our operations, together with our existing capital resources, are insufficient

to meet future requirements, we will be required to obtain additional funds through equity or debt financings.

No assurance can be given

that any additional financing will be made available to us or will be available on acceptable terms should such a need arise.

Company’s results of operations have not been affected by inflation and management cannot predict the impact, if any, inflation

might have on its operations in the future.

Cybersecurity

Risk Management and Strategy

We recognize the critical importance of developing,

implementing, and maintaining robust cybersecurity measures to safeguard our information systems and protect the confidentiality, integrity,

and availability of our data.

Managing Material Risks & Integrated Overall

Risk Management

We have strategically integrated cybersecurity risk

management into our broader risk management framework to promote a company-wide culture of cybersecurity risk management.

This integration

ensures that cybersecurity considerations are an integral part of our decision-making processes at every level.

Our management team continuously

evaluates and addresses cybersecurity risks in alignment with our business objectives and operational needs.

Oversee Third-party Risk

Because we are aware of the risks associated with

third-party service providers, we have implemented stringent processes to oversee and manage these risks.

We conduct thorough security

assessments of all third-party providers before engagement and maintain ongoing monitoring to ensure compliance with our cybersecurity

The monitoring includes annual assessments of the SOC reports of our providers and implementing complementary controls.

approach is designed to mitigate risks related to data breaches or other security incidents originating from third parties.

Risks from Cybersecurity Threats

We have not encountered cybersecurity challenges that

have materially impaired our operations or financial standing.

Known Trends, Events and Uncertainties

The Company is subject to risks and uncertainties

common to companies in the technology and social media industry, including but not limited to, development by competitors of new products

and applications, dependence on key personnel, protection of proprietary technology, and the ability to secure additional capital to fund

In addition, the consequences of the ongoing geopolitical conflicts, such as the ongoing conflict between Russia and Ukraine

and the ongoing conflict between Israel and Hamas, including related sanctions and countermeasures, and the effects of rising global inflation,

are difficult to predict, and could adversely impact geopolitical and macroeconomic conditions, the global economy, and contribute to

increased market volatility, which may in turn adversely affect our business and operations.

Management and Strategy

recognize the critical importance of developing, implementing, and maintaining robust cybersecurity measures to safeguard our information

systems and protect the confidentiality, integrity, and availability of our data.

Material Risks & Integrated Overall Risk Management

have strategically integrated cybersecurity risk management into our broader risk management framework to promote a company-wide culture

of cybersecurity risk management.

This integration ensures that cybersecurity considerations are an integral part of our decision-making

processes at every level.

Our management team continuously evaluates and addresses cybersecurity risks in alignment with our business

objectives and operational needs.

Third-party Risk

we are aware of the risks associated with third-party service providers, we have implemented stringent processes to oversee and manage

We conduct thorough security assessments of all third-party providers before engagement and maintain ongoing monitoring

to ensure compliance with our cybersecurity standards.

The monitoring includes annual assessments of the SOC reports of our providers

and implementing complementary controls.

This approach is designed to mitigate risks related to data breaches or other security incidents

originating from third parties.

from Cybersecurity Threats

have not encountered cybersecurity challenges that have materially impaired our operations or financial standing.

Trends, Events and Uncertainties

Company is subject to risks and uncertainties common to companies in the technology and social media industry, including but not limited

to, development by competitors of new products and applications, dependence on key personnel, protection of proprietary technology, and

the ability to secure additional capital to fund operations.

In addition, the consequences of the ongoing geopolitical conflicts, such

as the ongoing conflict between Russia and Ukraine and the ongoing conflict between Israel and Hamas, including related sanctions and

countermeasures, and the effects of rising global inflation, are difficult to predict, and could adversely impact geopolitical and macroeconomic

conditions, the global economy, and contribute to increased market volatility, which may in turn adversely affect our business and operations.

Additionally, recent changes to U.S.

implemented by the U.S.

Congress, the Trump administration or any new administration have impacted and may in the future impact, among

other things, the U.S.

and global economy, tariffs, international trade relations, unemployment, immigration, healthcare, taxation, the

policy implemented by the U.S.

Congress, the Trump administration or any new administration have

impacted and may in the future impact, among other things, the U.S.

and global economy, tariffs, international trade relations, unemployment,

immigration, healthcare, taxation, the U.S.

regulatory environment, inflation and other areas.

Although we cannot predict the impact, if any, of these changes to our business,

they could adversely affect our business.

For a further discussion of factors that may affect future operating results see the sections

entitled “Risk Factors.”

Other than as discussed above and elsewhere in this

report, we are not aware of any trends, events or uncertainties that are likely to have a material effect on our financial condition.

Although we cannot predict the impact,

if any, of these changes to our business, they could adversely affect our business.

For a further discussion of factors that may affect

future operating results see the sections entitled “Risk Factors.”

than as discussed above and elsewhere in this report, we are not aware of any trends, events or uncertainties that are likely to have

a material effect on our financial condition.

Quantitative and Qualitative Disclosures about Market Risk

The Company is not required to provide the information

required by this Item as it is a smaller reporting company.

Company is not required to provide the information required by this Item as it is a smaller reporting company.

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 2. Management’s Discussion and Analysis