What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-11-14 compared with 2025-08-14 · 189 added, 393 removed, 125 unchanged (82% of the section changed)

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.

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.

should read the following discussion and analysis of our financial condition and results of operations together with our financial statements

and the related notes appearing elsewhere in this Quarterly Report on Form 10-Q.

In addition to historical information, this discussion

and analysis contains forward-looking statements that involve risks, uncertainties and assumptions.

Our actual results may differ materially

from those discussed below.

Factors that could cause or contribute to such differences include, but are not limited to, those identified

below, and those discussed in the section titled “Risk Factors” included in our Annual Report on Form 10-K for the fiscal

year ended December 31, 2024 as may be amended, supplemented or superseded from time to time by other reports we file with the SEC.

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 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

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.

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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

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

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

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

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

confirmation to the Company.

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

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

See “Liquidity and capital resources

– Coinbase Master Loan Agreement” herein.

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.

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

The Company has recorded nominal revenues during the three and nine months ended

September 30, 2025, and continues with the development of enhancements to its App and marketing efforts.

OF OPERATIONS

MONTHS ENDED JUNE 30, 2025, AND 2024

MONTHS ENDED SEPTEMBER 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,

September 30, 2025 and 2024.

For the Three Months ended September 30,

Operating Expenses

Loss from Operations

Other Income (Expense)

(10,594,949 )

(10,152,252 )

Net Loss Attributable to Common Stockholders

$ (10,452,579 )

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.

$ (9,987,742 )

Company generated revenues of $385 and $150 for the three months ended September 30, 2025 and 2024, respectively, an increase of $235.

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

the three months ended September 30, 2025 and 2024, the Company incurred operating expenses of $10,595,334 and $442,847, respectively,

an increase of $10,152,487.

The increase in operating expenses was caused by:

marketing expenses increasing by $573,180 from $ 97,082

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.

during the three months ended September 30, 2024, to $670,262 during the same period in 2025;

general and administrative expenses

increasing by $9,608,972 from $ 268,567 during the three months ended September 30, 2024, to $9,877,494

during the same period in 2025;

depreciation and amortization expenses increasing by $21,652 from $27,346

during the three months ended September 30, 2024, to $48,998 during the same period in 2025;

and a decrease in research and development

expenses of $51,272 from $ 49,852 during the three months ended September 30, 2024, to $(1,420) during

the same period in 2025.

Loss from operations

Company realized a net loss from operations before income taxes of $10,594,949 and $442,697 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.

three months ended September 30, 2025 and 2024, respectively, an increase of $10,152,252 for the reasons stated above in the section

“Operating Expenses.”

the three months ended September 30, 2025 and 2024, the Company had $261,284 and $ 859 in interest

(expense) and income, respectively.

There was loss on the impairment on intangible assets (cryptocurrencies) of $337,212 and $0 during

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

Additionally, there was unrealized gains on intangible assets (cryptocurrencies)

of $218,273 and $0 during the three months ended September 30, 2025 and 2024, respectively.

Loss attributable to common stockholders

Company realized a net loss attributable to common stockholders of $10,452,579 and $ 464,837

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,

for the three months ended September 30, 2025 and 2024, respectively, an increase of $9,987,742 for the reasons stated above in

the section “Operating Expenses.”

MONTHS ENDED SEPTEMBER 30, 2025, AND 2024

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

September 30, 2025, and 2024.

For the Nine Months ended September 30,

Operating Expenses

Loss from Operations

Other Income (Expense)

(13,989,739 )

(12,690,032 )

Net (Loss) Attributable to Common Stockholders

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$ (1,346,269 )

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.

$ (12,454,626 )

Company generated revenues of $551 and $585 for the nine months ended September 30, 2025 and 2024, respectively, a decrease of $34.

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

the nine months ended September 30, 2025 and 2024, the Company incurred operating expenses of $13,990,290 and $1,300,292, respectively,

an increase of $12,689,998.

The increase in operating expenses was caused by:

marketing expenses increasing by $1,457,990 from $ 245,522

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

during the nine months ended September 30, 2024, to $1,703,512 during the same period in 2025;

general and administrative expenses

increasing by $11,119,901 from $ 850,322 during the nine months ended September 30, 2024, to $11,970,223

during the same period in 2025;

depreciation and amortization expenses increasing by $57,827 from $67,509

during the nine months ended September 30, 2024, to $125,336 during the same period in 2025;

and an increase in research and development

expenses of $54,280 from $ 136,939 during the nine months ended September 30, 2024, to $191,219 during

the same period in 2025.

Loss from operations

Company realized a net loss from operations before income taxes of $13,989,739 and $2,147 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.

nine months ended September 30, 2025 and 2024, respectively, an increase of $12,690,032 for the reasons stated above in the section “Operating

the nine months ended September 30, 2025 and 2024, the Company had $282,962 and $ 2,147 in interest

and income, respectively.

There was loss on the impairment on intangible assets (cryptocurrencies) of $(916,261) and $0 during the nine

months ended September 30, 2025 and 2024, respectively.

Additionally, there was unrealized gains on intangible assets (cryptocurrencies)

of $843,018 and $0 during the nine months ended September 30, 2025 and 2024, respectively.

Loss attributable to common stockholders

Company realized a net loss attributable to common stockholders of $13,800,895 and $ 1,299,707

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.”

for the nine months ended September 30, 2025 and 2024, respectively, an increase of $12,454,626 for the reasons stated above in

the section “Operating Expenses.”

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.

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 ,

of September 30, 2025 and December 31, 2024, the Company had cash in the amount of $44,080,451 and $4,680,840, respectively.

As of September

30, 2025 and December 31, 2024, the Company had stockholders’ equity of $50,777,540 and $4,767,261, respectively.

Company’s accumulated deficit was $(23,492,603) and $(9,691,708) as of September 30, 2025 and December 31, 2024, respectively.

Company used net cash in operating activities of $4,959,872 and $ 1,053,175 for

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

For the nine months ended September 30, 2025, cashflows were impacted by

depreciation and amortization of $125,336, equity issued for services of $9,168,263, impairment of intangible assets (cryptocurrencies)

of $916,261, unrealized gain on intangibles (cryptocurrencies) of $843,018, change in receivables of $134,594, change in payables and

accrued expenses of $67,968, change in prepaids of $459,269, and changes in accrued payroll of $20,798.

For the nine months ended September

30, 2024, cashflows were impacted by depreciation and amortization of $67,509, equity issued for services of $194,968, change in

payables and accrued expenses of $27,657, and change in prepaids of $45,749.

cash used in investing activities for nine months ending September 30, 2025 and 2024 was $6,761,950 and $ 177,017 ,

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.

During the nine months ended September 30, 2025, we invested $4,001,246, $2,500,000,

$835, $259,869, in the purchase of intangible assets (bitcoin and Dogecoin), funding a debt note issued by Dogehash Technologies Inc.,

purchase of computer equipment, and capitalized development costs, respectively.

During the nine months

ended September 30, 2024, there were $175,770 in capitalized development costs and $1,247 used for the purchase of equipment.

was cash generated by financing activities for the nine months ended September 30, 2025 of $51,121,442 comprised of cash used to repurchase

treasury stock of $1,257,420, offset by cash provided by a Coinbase BTC loan of $500,000, cash received from the cash exercise of warrants

of $256,562, cash provided by the sale of common stock of $45,675,000, and cash received from the sale of Series C preferred stock of

cash provided by financing activities was $1,081,228 for the nine months ended September 30, 2024 and was comprised of $140,000 from

the issuance of non-convertible notes, $805,000 from the sale of Series B preferred stock , less offering costs of $25,000 and $161,228

net proceeds from the sale of common stock.

of September 30, 2025, we had cash on hand of $44,080,451.

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

A Preferred Stock

September 21, 2022, we entered into a Securities Purchase Agreement with four accredited investors (the “Series A Securities Purchase

Pursuant to the Series A Securities Purchase Agreement, 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

September 21, 2022, the Company filed with the Secretary of State of Nevada the Certificate of Designation of Rights, Powers, Preferences,

Privileges and Restrictions of Series A Preferred Convertible Voting Stock, which was amended and restated on September 26, 2022 (the

“Series A Certificate of Designation”).

to the Certificate of Designations, the Company designated 1,000,000 shares of preferred stock as Series A Preferred.

The Series A Preferred

votes together with the common stock of the Company on an as-converted basis, provided that each holder of Series A Preferred shall be

limited to voting the number of votes that is 9.99% of all shares entitled to vote, except as required by law.

to the Series A Certificate of Designation, the Company designated 1,000,000 shares of preferred stock as Series A Preferred.

A Preferred votes together with the common stock of the Company on an as-converted basis, provided that each holder of Series A Preferred

shall be limited to voting the number of votes that is 9.99% of all shares entitled to vote, except as required by law.

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

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

Rate”) at a reference rate of $3.00 per share of common stock (the “Reference Rate”) subject to adjustments set forth

in Sections 4(g) and (h) of the Series A Certificate of Designation.

Rate”) at a reference rate of $3.00 per share of common stock (the “Series A Reference Rate”) subject to adjustments

set forth in Sections 4(g) and (h) of the Series A Certificate of Designation.

holders of Series A Preferred shall be entitled to receive, in cash or in-kind at Company’s election, in an amount equal to $3.50

1 unchanged sentence

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

the Series A Certificate of Designations, at no time may all or a portion of the Series A Preferred be converted if the number of shares

trading day prior to the issuance of the dividend is below the Series A 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 Designation.

the Series A Certificate of Designation, at no time may all or a portion of the Series A Preferred be converted if the number of shares

of common stock to be issued pursuant to such conversion would exceed, when aggregated with all other shares of common stock owned by

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“4.99% Beneficial Ownership Limitation”);

provided, however, that, upon the holder providing the Company with sixty-one (61)

provided, however, that, upon the holder providing the Company with 61

days’ advance notice (the “4.99% Waiver Notice”) that the holder would like to waive Section 4(f) of the Series A Certificate

of Designations with regard to any or all shares of common stock issuable upon conversion of the Series A Preferred, Section 4(f) will

of Designation with regard to any or all shares of common stock issuable upon conversion of the Series A Preferred, Section 4(f) will

be of no force or effect with regard to all or a portion of the Series A Preferred referenced in the 4.99% Waiver Notice but shall in

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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.

Company raised $805,000 in a Series B Preferred offering during the period March to 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.

Once the Company up-lists on a national securities exchange, the Series B Preferred converts at a 20% discount to the price of the offering

set forth on its Registration Statement on S-1 and the downside price protections are eliminated.

There is a call provision that goes into effect six 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

listing on a national securities 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.

to the Series B Certificate of Designation, 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 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 set forth in the Series B Certificate of Designation.

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

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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

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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.

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 which was effectuated on November 14, 2025.

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 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

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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

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

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

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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.

The 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

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 stock.

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

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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.

The 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.

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.

July 8, 2025, in connection with the offering of Series C Preferred (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.

September 12, 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 C Preferred.

At the time of the filing of the Withdrawal of

Designation, there were 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 Series C Certificate of Designation.

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.

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

LLC (“Dominari”), pursuant to which, on August 12, 2025, we issued and sold directly to investors (the “Investors”)

an aggregate of 5,000,000 shares of our common stock (the “August 2025 Offering”).

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.

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

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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.

Additionally, we issued a warrant (the “August

2025 Dominari Warrant”) to Dominari to purchase up to 350,000 shares of common stock 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.

Master Loan Agreement

May 12, 2025, the Company entered into that certain MLA with Coinbase and Coinbase, Inc., pursuant to which the Company and Coinbase

may enter into Loans in which Coinbase will lend to the Company certain Digital Assets or Cash against a transfer of Collateral.

to the MLA, the Company and Coinbase shall agree on the terms of the Loan (which terms may be amended by mutual agreement of the parties),

including (i) the Digital Asset (as defined in the MLA) or currency of any Cash to be lent, (ii) the quantity of the Digital Asset or

Cash to be lent, (iii) the Loan Fee Rate (as defined in the MLA) to be paid by the Company to Coinbase, (iv) the type and amount of fees

to be charged (if any), (v) the type and amount of Collateral to be transferred by the Company to Coinbase, (vi) the day on which the

Loan is to commence, (vii) whether the Loan is for a fixed term or open, and if for a fixed term the term and maturity date of the Loan,

and (viii) any additional terms, and Coinbase shall confirm such Loan by sending a confirmation to the Company.

Unless otherwise agreed,

the Company will transfer to Coinbase Collateral with a market value at least equal to the margin percentage of the market value of the

Loaned Asset (as defined in the MLA).

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

(“Coinbase”) and Coinbase, Inc., pursuant to which the Company and Coinbase may enter into loans in which Coinbase will lend

to the Company certain digital assets or cash against a transfer of Collateral (as defined in the MLA).

Pursuant to the MLA, the Company

and Coinbase shall agree on the terms of the loan (which terms may be amended by mutual agreement of the parties), including (i) the

Digital Asset (as defined in the MLA) or currency of any cash to be lent, (ii) the quantity of the digital asset or cash to be lent,

(iii) the Loan Fee Rate (as defined in the MLA) to be paid by the Company to Coinbase, (iv) the type and amount of fees to be charged

(if any), (v) the type and amount of Collateral to be transferred by the Company to Coinbase, (vi) the day on which the loan is to commence,

(vii) whether the loan is for a fixed term or open, and if for a fixed term the term and maturity date of the Loan, and (viii) any additional

terms, and Coinbase shall confirm such loan by sending a confirmation to the Company.

Unless otherwise agreed, the Company will transfer

to Coinbase Collateral with a market value at least equal to the margin percentage of the market value of the Loaned Asset (as defined

Company has agreed to pay Coinbase a loan fee (the “Loan Fee”) owed on each loan, and Coinbase shall pay the Company any

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entitled if the Loaned Digital Assets had not been lent to the Company.

to the terms of the MLA, each of the Company and Coinbase have agreed that promptly upon (and in any event within five business after)

demand by either party, the other party will furnish the demanding party with its most recent audited and unaudited financial statements

and any other financial statements mutually agreed upon by the Company and Coinbase, and subject to certain conditions.

The MLA additionally

contains certain customary events of default, including but not limited to (i) if the Company fails to transfer any Loaned Assets to

Coinbase upon termination of the Loan as required by the MLA, (ii) if Coinbase fails to transfer any Collateral to the Company upon termination

of the Loan as required by the MLA, (iii) if an insolvency event occurs with respect to either the company or Coinbase, (iv) if either

party notifies the other of its inability to or its intention not to perform its obligations pursuant to the MLA or otherwise disaffirms,

rejects or repudiates any of its obligations pursuant to the MLA, and (v) If any representation made by either party in respect of the

MLA or any Loan or Loans pursuant to the MLA is incorrect or untrue in any material respect during the term of any Loan made pursuant

If such Events of Default occur, the Coinbase will have the right to, among others and in addition to any other remedies

provided in the MLA (a) purchase a like amount of Loaned Digital Assets (“Replacement Digital Assets”) in a commercially

reasonable manner, (b) to sell any Collateral in a commercially reasonable manner, (c) freeze or otherwise suspend access to the Collateral,

Accounts and/or certain accounts and (d) to apply and set off the Collateral and any proceeds thereof against the payment of the purchase

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

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

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might have on its operations in the future.

Cybersecurity

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

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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.

than as discussed above and elsewhere in this Quarterly Report on Form 10-Q, 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

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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