What changed in this filing

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Item 1. Financial Statements

2025-11-14 compared with 2025-08-14 · 446 added, 375 removed, 447 unchanged (65% of the section changed)

FINANCIAL STATEMENTS

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

THUMZUP MEDIA CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30,

Current assets:

Interest receivable

Prepaid expenses

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Property and equipment, net

Digital assets, net

Capitalized software costs, net

Intangibles DOGE, net

Intangibles Bitcoin, net

Intangibles (net of amortization)

Notes receivable and interest receivable

LIABILITIES AND STOCKHOLDERS’ EQUITY

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Accounts payable and accrued expenses

Notes Payable (Coinbase)

Accrued payroll and related

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Total liabilities

Commitments and contingencies (See Note 6)

Stockholders’ equity:

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158,428 and 153,411 shares issued and outstanding, respectively

Preferred stock - Series B, $ 0.001 par value, $ 50.00 stated value, 40,000 shares authorized;

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 - Series B, retired as of November 14, 2025;

$ 0.001 par value, $ 50.00 stated value, 40,000 shares authorized;

16,100 shares issued and outstanding as of December 31, 2024

Preferred stock, value

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262,432 and 0 shares of common stock, respectively

( 1,257,420 )

Additional paid in capital

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Total liabilities and stockholders’ equity

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

The 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,

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

Operating Expenses:

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( 13,989,739 )

Other Income (Expense):

Unrealized gain on intangible asset (bitcoin)

Impairment of intangible asset (bitcoin)

Interest income (expense)

Total Other Income (Expense)

( 1,299,707 )

Other Income:

Unrealized gain on intangible asset (cryptocurrencies)

Impairment of intangible asset (cryptocurrencies)

Interest income

Total Other Income

Net Loss Before Income Taxes

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( 13,780,021 )

( 1,297,560 )

Provision for Income Taxes (Benefit)

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$ ( 1,346,269 )

Net Loss Per Common Share:

Net Income (Loss) Per Common Share:

Weighted Average Common Shares Outstanding:

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

The 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

THE THREE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

Preferred Stock

Balance at June 30, 2025

$ ( 298,207 )

$ ( 13,040,024 )

Equity issued for services rendered and to be rendered

Common Stock issued for Series B dividend

Stock based compensation for services rendered and to be rendered

Common stock issued for cashless option exercises

Common Stock issued for cash warrant exercises

Common Stock issued for investment

Issuance costs – Common Stock

( 4,330,000 )

Common Stock issued for Series C conversion

Common Stock issued for Series B conversion

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Preferred Series A issued for dividends

Preferred Series C issued for investment

Issuance costs – Preferred Series C

Purchases of Treasury Stock

( 10,452,605 )

Balance at June 30, 2025

Balance at September 30, 2025

$ ( 1,257,420 )

$ ( 23,492,604 )

Balance at March 31, 2024

Preferred Stock

Balance at June 30, 2024

$ ( 6,573,235 )

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

Common stock issued for Series A conversion

Preferred Series A issued for dividends

Balance at June 30, 2024

Balance at September 30, 2024

$ ( 7,038,071 )

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CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024

THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

Preferred Stock

Balance at December 31, 2024

$ ( 9,691,708 )

Equity issued for services rendered and to be rendered

Stock based compensation for services rendered and to be rendered

Common stock issued for cashless option exercises

Common Stock issued for cash warrant exercises

Common Stock issued for investment

Common Stock issued for Series B dividend

Common Stock issued for Series C conversion

Common Stock issued for Series B conversion

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Preferred Series A issued for dividends

Preferred Series C issued for investment

Purchases of Treasury Stock

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( 1,257,420 )

Balance at June 30, 2025

( 13,780,021 )

Balance at September 30, 2025

$ ( 1,257,420 )

$ ( 23,492,604 )

Preferred Stock

Balance at December 31, 2023

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Common stock issued for Series B dividend

Preferred Series B issued for cash

Preferred Series B issued for investment

Preferred Series A issued for dividends

Issuance costs - Preferred Series B

Balance at June 30, 2024

( 1,297,560 )

Balance at September 30, 2024

$ ( 7,038,071 )

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,

THUMZUP MEDIA CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASHFLOWS

For the Nine Months Ended September 30,

Cash flows from operating activities:

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Equity issued for services

Impairment of intangible asset (bitcoin)

Unrealized gain on intangible asset (bitcoin)

Impairment of intangible asset (cryptocurrency)

Unrealized gain on intangible asset (cryptocurrency)

Changes in operating assets and liabilities:

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( 4,959,872 )

( 1,053,175 )

Cash flows from investing activities:

Purchases of intangibles (Bitcoin)

Purchase of Note

( 2,500,000 )

Purchases of intangibles (cryptocurrencies)

( 4,001,246 )

Purchases of property and equipment

Capitalized software costs

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Cash flows from financing activities:

Proceeds from Coinbase BTC backed loan

Proceeds from Coinbase BTC Loan

Proceeds from sale of preferred stock - Series C

Purchases of treasury stock

( 1,257,420 )

Proceeds from sale of common stock

Proceeds from cash warrant exercises

Proceeds from sale of preferred stock - Series B

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Net (decrease) increase in cash

( 4,620,410 )

Cash, beginning of period

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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

Common shares issued for Preferred Series A conversion

Prepaid expenses paid for by issuance of common stock

Common shares issued for Preferred Series B dividends

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

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

Media Corporation

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1 - Business Organization and Nature of Operations

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

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

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’s 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

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.

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

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

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’s 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 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.

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

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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.

the accounts of xBitcoin, LLC, Quantum Reach Corporation, and Thumzup, Inc., 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,

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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.

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.

filed with the SEC on April 30, 2025 (as amended, the “Annual Report”).

The December 31, 2024, balance sheet is derived from

those financial statements.

Company prepares its financial statements in accordance with U.S.

GAAP, 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.

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 tax assets.

Actual results may differ from these estimates.

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.

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.

results may differ from these estimates.

and Cash Equivalents

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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.

of September 30, 2025 and December 31, 2024, the Company’s cash and cash equivalents consisted of $ 44,080,451 and $ 4,680,840 , respectively.

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

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with major financial institutions.

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

At September 30, 2025 and December 31, 2024, the uninsured balances amounted to $ 43,082,998 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

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

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

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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.

Company determines the fair value of its bitcoin and dogecoin 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 and dogecoin (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 and dogecoin quoted on the active exchange at any time since acquiring the specific bitcoin and dogecoin

held by the Company.

If the carrying value of a bitcoin and dogecoin 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.

losses are recognized in the period in which the impairment occurs and are reflected within “impairment of intangible assets (cryptocurrencies)”

in the Company’s condensed consolidated statements of operations.

The impaired digital assets are written down to their fair value

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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.

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

consolidated 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 and dogecoins 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.

of September 30, 2025 and December 31, 2024, the Company had $ 600,569 and $ 141,300 in prepaid expenses, respectively.

The Company’s

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

prepaid expenses as of September 30, 2025 and December 31, 2024 primarily consisted of premiums on insurance policies.

and Equipment

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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.

and the related gains or losses are reflected in the condensed consolidated statements of operations in gains from sales of property

and equipment, net.

estimated useful life for computer equipment is three years .

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

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

Depreciation expense for the three months ended September 30, 2025 and

2024 was $ 1,254 and $ 701 , respectively.

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

Depreciation expense for the nine months ended September 30, 2025 and 2024 was $ 3,575 and $ 2,426 ,

respectively.

Software Development Costs

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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.

condensed consolidated 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.

The Company does not capitalize any testing or maintenance costs.

The accounting for these capitalized software

costs requires the Company to make significant judgments, assumptions and estimates related to the timing and amount of recognized capitalized

software development costs.

For the nine months ended September 30, 2025 and 2024, the Company capitalized $ 259,869 and $ 175,770 of costs

related to the development of software applications, respectively.

Amortization of capitalized software costs was $ 47,744 and $ 26,644

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

for the three months ended September 30, 2025 and 2024, respectively.

Amortization of capitalized software costs were $ 121,761 and $ 65,082

$ 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.

for the nine months ended September 30, 2025,and 2024, respectively.

The balance of capitalized software was $ 386,745 and $ 248,627 , net

of accumulated amortization of $ 242,467 and $ 120,716 at September 30, 2025 and December 31, 2024, respectively.

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

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no impairment of its capitalized software costs was warranted.

receivable consist of a secured promissory note issued by Dogehash Technologies, Inc.

(“Dogehash”) and USDE Acquisition,

The notes receivable amounted to $ 2,500,000 and $ 0 as of September 30, 2025 and December 31, 2024, respectively.

The Company reviews

its notes receivable on a regular basis to determine if any allowance is necessary.

The allowance is based on management’s best

estimate of specific losses on individual exposures, as well as a provision on historical trends of collections and utilizations.

allowance for credit losses of notes receivable has been nil.

See Note 4, Notes Receivable, to the financial statements for further information.

Company recognizes revenue when services are realized.

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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.

Identify the contract(s)

with a customer;

Identify the performance

obligation in the contract;

Determine the transaction

Allocate the transaction

price to the performance obligations in the contract;

Recognize 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

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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.

is required in evaluating the presentation of revenue on a gross versus net basis based on whether the Company controls the service provided

to the end-user and is the principal in the transaction (gross), or the Company arranges for other parties to provide the service to

the end-user and is 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.

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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 has no tax positions as of September 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.

For the three and nine months ending September 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

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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

million of the Company’s common stock.

The share repurchase program is in accordance with Rule 10b-18 of the Exchange Act.

to applicable rules and regulations, the shares may be purchased from time to time in the open market or in privately negotiated transactions.

Such purchases will be at times and in amounts as the Company deems appropriate, based on factors such as market conditions, legal requirements

and other business considerations.

February 26, 2025, the Company’s board of directors approved a share repurchase program authorizing the Company to purchase up

to an aggregate of $ 1 million of the Company’s common stock.

Subject to applicable rules and regulations, the shares may be purchased

from time to time in the open market or in privately negotiated transactions.

Such purchases will be at times and in amounts as the Company

deems appropriate, based on factors such as market conditions, legal requirements and other business considerations.

September 23, 2025, the Company’s board of directors approved a share repurchase program authorizing the Company to purchase up

to an aggregate of $ 10 million of the Company’s common stock.

Subject to applicable rules and regulations, the shares may be purchased

from time to time in the open market.

Such purchases will be at times and in amounts as the Company deems appropriate, based on factors

such as market conditions, cash reserves, cash flows and other business considerations.

Company accounts for treasury stock at cost.

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.

the three and nine months ended September 30 , 2025 , the Company repurchased 183,055 and

262,432 shares of common stock for approximately $ 959,213 and $ 1,257,420 , respectively, under its

share repurchase program.

of September 30, 2025 and December 31, 2024, the Company had $ 1,257,420 and $ 0 in treasury stock, respectively.

Earnings (Loss) Per Common Share

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

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

computation of basic and diluted income (loss) per share, for the three and nine months ended September 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

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

September 30,

Common shares issuable upon exercise of options

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

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

2023-08 requires in-scope crypto assets (including the Company’s bitcoin and dogecoin 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.

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.

The Company 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 condensed consolidated balance sheets, condensed consolidated

statements of operations, statements of cash flows and disclosures.

The Company will initially record its bitcoin and dogecoin 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

condensed consolidated statements of operations, and the fair value of the Company’s bitcoin and dogecoin will be reflected within

the Company’s condensed consolidated 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 and dogecoin 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.

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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.

The Company adopted ASU 2023-07 for interim periods beginning January 1, 2025 and it did not have a material impact on the

Company’s financial reporting or disclosures.

Disaggregation

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of Digital Assets Holdings

September 30,

Approximate number of bitcoins held

Approximate number of Dogecoin held

Approximate number of Digital asset held

Digital assets carrying value

Cumulative digital asset impairment losses

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.

$ ( 916,261 )

Unrealized mark-to-market gain

carrying value on the Company’s condensed consolidated balance sheets 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 September 30, 2025, and December 31, 2024, respectively, and not as of September

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

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of Digital Assets

Three Months Ended September 30,

Approximate number of bitcoins purchased

Approximate number of bitcoins sold

Approximate number of Dogecoin purchased

Approximate number of Dogecoin sold

Digital asset purchases

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Gains on sale of digital assets

Unrealized mark-to-market gain

Nine Months Ended September 30,

Approximate number of bitcoins purchased

Approximate number of bitcoins sold

Approximate number of Dogecoin purchased

Approximate number of digital asset purchased

Approximate number of Dogecoin sold

Approximate number of digital asset sold

Digital asset purchases

Digital asset sales

Digital asset impairment losses

$ ( 579,049 )

Unrealized mark-to-market gain

4 – Notes Receivable

September 24, 2025, the Company loaned $ 2.5 million to Dogehash (the “Loan”) which was evidenced by a secured promissory

note (the “Note”) issued by Dogehash and USDE Acquisition, Inc., a wholly-owned subsidiary of Dogehash (“USDE”

and together with Dogehash, the “Maker”), in favor of the Company.

The Loan accrues interest at a rate of 8% per annum and

matures upon the earlier of:

(i) September 22, 2026, (ii) the date the Maker (or any successor in interest of the Maker) consummates

the Subsequent Transaction (as defined herein), or (iii) the Agreement and Plan of Merger dated as of August 18, 2025 by and among the

Company, TZUP Merger Sub., Inc., a direct, wholly-owned subsidiary of the Company, and Dogehash (the “Purchase Agreement”)

is terminated pursuant to its terms.

“Subsequent Transaction” means the closing of the acquisition of Maker by the Company

pursuant to the Purchase Agreement.

The obligations of the Maker under the Note are secured by Collateral (as defined in the Security

Agreement (as defined herein)).

connection with the Loan, on September 24, 2025, the Company entered into a security agreement (the “Security Agreement”)

with the Maker pursuant to which, among other things, the Maker granted the Company a first priority lien and security interest in the

Collateral including profits interest.

In addition, on September 24, 2025, the Company entered into a subordination agreement (the “Subordination

Agreement”) with a secured lender (together with its representatives, successors, and assigns, “Secured Lender”) and

Dogehash pursuant to which each of the Secured Lender and Dogehash (together with all of its current and future, direct and/or indirect,

wholly-owned and/or partially-owned subsidiaries and their respective successors and assigns, the “Debtor”) agreed that any

security interest of the Secured Lender (and any other lender that may have a security interest in the assets of the Debtor, if any)

in the assets of the Debtor will be subordinated to the senior security interest granted to Company with respect to the Collateral.

the nine months ended September 30, 2025, the Company utilized $ 2,500,000 cash to purchase the Note.

During the three and nine months

ended September 30, 2025, there were interest expenses of $ 2,778 .

As of September 30, 2025, there was principal and interest receivable

balances of $ 2,500,000 and $ 2,778 , respectively.

5 – Credit Facilities

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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,

During the nine months ended September

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.

During the three and nine months ended September 30, 2025, there were

interest expenses of $ 10,907 and $ 21,814 , respectively.

The Company made $ 18,099 in interest payments during the nine months ended September

The borrowings under the Loan are collateralized by approximately $ 1.35 million in bitcoin as of September 30, 2025.

September 30, 2025, there was principal and accrued interest balances of $ 500,000 and $ 3,716 ,

respectively.

6 – Shareholders’ Equity

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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 .

Company sold an aggregate of 16,446 shares of its Series A Preferred Convertible Voting Stock (the “Series A Preferred”)

at a price of $ 45.00 per preferred share and received aggregate gross proceeds of approximately $ 740,000 .

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

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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.

On September 26, 2022, the Company filed 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 Designation, 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 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 (the “Series A Reference Rate”), subject to adjustments set forth in the Series A Certificate of Designation.

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

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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 the Trading Day (as defined in the Series A Certificate of Designation) prior to the issuance of the dividend is below the Series

A 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 Designation.

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

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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.

August 6, 2025, the Company issued 49,332 shares of common stock in connection with the conversion of 3,289 shares of Series A Preferred.

September 15, 2025, the Company issued 3,085 Dividend Shares to the holders of the Series A Preferred.

September 30, 2025 and December 31, 2024, the Company had 158,428 and 153,411 shares of Series A Preferred issued and outstanding, respectively.

B Preferred Stock

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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.

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

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

to the Series B Certificate of Designation, each holder 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 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 Designation.

the Company’s up-listing to The Nasdaq Capital Market (“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.

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

3 unchanged sentences

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

March 15, 2025, the Company issued 5,293 shares of common stock as a dividend for the Series B Preferred.

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

1 unchanged sentence

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.

June 15, 2025, the Company issued 176 shares of common stock as a dividend for the Series B Preferred.

July 17, 2025, a holder converted 1,000 shares of Series B Preferred into 12,500 shares of common stock.

of September 30, 2025 and December 31, 2024, the Company had 0 and 16,100 shares of Series B Preferred issued and outstanding, respectively.

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 which was effectuated on November 14, 2025.

At the time of the filing of the Withdrawal

of Designation, 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”).

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

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

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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

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.

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 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 Series C Certificate of Designation 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 the Company’s common stock, subject to certain

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.

The Company does 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 Preferred and Series B Preferred, 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

Series C Certificate of Designation.

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

of the Company’s 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.

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

July 8, 2025, in connection with the offering of Series C Preferred, the Company sold an aggregate of 108,333 shares of Series C Preferred

, convertible into an aggregate of 1,083,333 shares of 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 the Company (“Series C Offering”).

The net proceeds

to the Company from the Series C Offering was approximately $ 6.0 million after deducting placement agent fees and offering expenses payable

by the Company.

There is currently no established public market for the Series C Preferred.

The Series C Preferred contained a beneficial

ownership limitation, pursuant to which a holder could not convert the Series C Preferred 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.

July 8, 2024 to August 25, 2025, the Company issued an aggregate of 1,083,334 common shares upon the conversion of an aggregate of 108,333

shares of Series C Preferred.

September 12, 2025, the Company filed the Withdrawal of Designation with the Secretary of State of the State of Nevada and terminated

the designation of the Series C Preferred.

At the time of the filing of the Withdrawal of Designation, no shares of Series C 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 C Preferred

Convertible Voting Stock.

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

the nine months ended September 30 , 2025, the Company issued 738,361 shares

of common stock with a fair market value of $ 8,508,996 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

the nine months ended September 30 , 2025 , the Company issued 201,250 shares of common stock

upon the conversion of 16,100 shares of Series B Preferred.

the nine months ended September 30 , 2025 , the Company issued 5,469 shares of common stock

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

the nine months ended September 30 , 2025 , the Company issued 61,437 shares of common stock

upon the conversion of 4,096 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

million of the Company’s common stock.

The share repurchase program is in accordance with Rule 10b-18 of the Exchange Act.

to applicable rules and regulations, the shares may be purchased from time to time in the open market or in privately negotiated transactions.

Such purchases will be at times and in amounts as the Company deems appropriate, based on factors such as market conditions, legal requirements

and other business considerations.

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

the nine months ended September 30 , 2025 , the Company issued 1,083,334 shares of common

stock upon the conversion of 108,333 shares of Series C Preferred.

the nine months ended September 30 , 2025 , the Company issued 41,050 shares of common stock

upon the cashless exercise of 41,050 warrants for proceeds of $ 256,652 .

the nine months ended September 30 , 2025 , the Company issued 8,906 shares of common stock

upon the cashless exercise of 15,000 options.

of September 30, 2025 and December 31, 2024, the Company had 16,540,342 and 9,400,535 shares of common stock issued and outstanding,