What changed in this filing

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Item 9A. Controls and Procedures

2026-04-13 compared with 2025-03-11 · 1717 added, 763 removed, 149 unchanged (94% of the section changed)

1 unchanged sentence

of Disclosure Controls and Procedures

of the end of the period covered by this Annual Report on Form 10-K, we carried out an evaluation, under the supervision and with the

participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the

design and operation of our disclosure controls and procedures (as defined in the Exchange Act Rules 13a-15(e)) (the “Exchange

Based on the foregoing evaluation, our principal executive officer and principal financial officer concluded that, as of

December 31, 2024, our disclosure controls and procedures were effective.

controls and procedures are designed to ensure that information required to be disclosed in the Company’s reports filed or submitted

under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required

to be disclosed in its reports filed under the Exchange Act is accumulated and communicated to management, including the Company’s

principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Report on Internal Control Over Financial Reporting

management, including our principal executive officer and principal financial officer, is responsible for establishing and maintaining

adequate internal control over financial reporting (as defined in Rules 13a-15(f) under the Exchange Act).

Internal control over financial

reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation

of financial statements for external purposes in accordance with U.S.

Our internal control over financial reporting includes those

policies and procedures that:

(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the

transactions and dispositions of our assets;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit

preparation of financial statements in accordance with U.S.

GAAP, and that our receipts and expenditures are being made only in accordance

with authorizations of our management and directors;

and (iii) provide reasonable assurance regarding prevention or timely detection

of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

the supervision and with the participation of our management, including our principal executive officer and principal financial officer,

we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2024, based on the

Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) (2013

Based on this evaluation, our principal executive officer and principal financial officer have concluded that our internal

control over financial reporting as of December 31, 2024 was effective.

controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our

reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in

the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to

ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated

to management, including our Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate,

to allow timely decisions regarding required disclosure.

Our management, including our Chief Executive Officer and Chief Financial Officer,

have evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e)

under the Exchange Act) as of December 31, 2025.

Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have

concluded that, as of December 31, 2025, our disclosure controls and procedures were effective.

Annual Report on Internal Control over Financial Reporting

assessed the effectiveness of our internal control over financial reporting as of December 31, 2025, based on the framework established

in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on the assessment, management has determined that our internal control over financial reporting as of December 31, 2025 was effective.

in Internal Control Over Financial Reporting

the fourth fiscal quarter ended December 31, 2024, we hired both a Chief Financial Officer and full-time, qualified controller to expand

our accounting staff and provide multiple levels of review on financial transactions.

Further, we implemented written accounting policies

on all material aspects of our financial systems and implemented effective controls on these accounts.

Limitations of the Effectiveness of Controls

does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all

error and fraud.

A control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable,

not absolute, assurance that its objectives will be met.

Further, no evaluation of controls can provide absolute assurance that misstatements

due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.

Report of Registered Public Accounting Firm

Annual Report does not contain an attestation report of our independent registered public accounting firm related to internal control

over financial reporting because the rules for smaller reporting companies with less than $100 million of revenue provide an exemption

from the attestation requirement.

than as described above, there have been no changes in our internal control over financial reporting that occurred during our last fiscal

quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over

financial reporting.

Limitations of Internal Controls

management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures

or our internal controls will prevent all error and all fraud.

A control system, no matter how well conceived and operated, can provide

only reasonable, not absolute, assurance that the objectives of the control system are met.

Because of the inherent limitations in all

control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within

the Company have been detected.

These inherent limitations include the realities that judgments in decision-making can be faulty, and

that breakdowns can occur because of simple error or mistake.

Additionally, controls can be circumvented by the individual acts of some

persons, by collusion of two or more people, or by management override of the control.

The design of any system of controls is also based

in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in

achieving its stated goals under all potential future conditions.

Over time, controls may become inadequate because of changes in conditions,

or the degree of compliance with the policies or procedures may deteriorate.

Because of the inherent limitations in a cost-effective

control system, misstatements due to error or fraud may occur and not be detected.

Other information

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Directors, Executive Officers and corporate governance

required by this item is incorporated by reference to our proxy statement for our 2025 Annual Meeting of Stockholders.

are the names of and certain information regarding the Company’s current executive officers and directors:

Executive Officer and Chairman

Financial Officer and Director

Scott, Chief Executive Officer and Chairman

Scott is a finance and business development executive with over a decade of experience in capital markets, digital asset mining, biotechnology,

and advanced energy industries.

From January 2025 until its Acquisition at the Effective Time, he served as Chief Executive Officer of

Doge, leading the company’s strategy to become one of the most competitive and profitable Scrypt-based miners in North America.

Prior to joining Doge, Mr.

Scott served as Chief Financial Officer of PolarityBio, where he was responsible for financial strategy, capital

formation, and investor engagement in connection with the company’s regenerative medicine platform.

He previously held the position

of Vice President of Business Development at ASP Isotopes, Inc.

ASPI), a nuclear energy and Advanced Isotope commercialization

company, where he focused on strategic partnerships, fundraising, and market development.

In addition to his operating roles, Mr.

has provided extensive advisory and consulting services to companies in the digital asset mining industry, assisting with large-scale

infrastructure development, fundraising, and investor relations.

He has worked closely with both private and public companies in the

sector, bringing a unique combination of capital markets experience and operational expertise to the rapidly evolving digital asset ecosystem.

Scott began his career in global equity research at Goldman Sachs and later at a special situations hedge fund, where he specialized

in market analysis, capital allocation, and portfolio strategy.

Since 2018, he has founded, advised, and managed companies in the cryptocurrency,

biotechnology and energy industries, with a focus on financial structuring, business development, and shareholder value creation.

Scott is qualified to serve as a director of the Company because of his experience as Chief Executive Officer of Doge.

Steele, Chief Financial Officer and Director

Steele served as Chief Executive Officer of the Company from October 2020 until the Effective Time and has served as a director of the

Company since October 2020.

Since October 2019, Mr.

Steele has operated a consulting business that has provided investor relations, financial,

sales and marketing consulting services to various clients.

Steele was the Director of Client Positioning at IRTH Communications,

LLC from January 2017 to September 2019.

From May 2016 through December 2016, Mr.

Steele was an independent consultant rendering sales,

marketing and investor relations services.

From January 2010 to May 2016, Mr.

Steele was the President of Rightscorp, Inc.

“Rightscorp”).

While at Rightscorp, Mr.

Steele designed and deployed patented intellectual property software as a service (SaaS) tools that were used

by major brands like Warner Bros.

to protect their intellectual property.

As President of Rightscorp, Mr.

Steele led the design of the

software used by clients like Sony/ATV and BMG.

BMG successfully used Mr.

Steele’s technology to win a landmark $25 million judgment

against Cox Communications for copyright infringement.

Steele holds a BS in Electronic and Computer Engineering from George Mason

We believe Mr.

Steele is qualified to serve as a member of our board of directors due to his extensive experience as an executive

at publicly traded companies and his demonstrated expertise in technology.

Ensey, Director

Ensey has served on the Company’s board of directors since October 2025.

From 2019 to 2024, Mr.

Ensey served as a senior technology

and cybersecurity executive across multiple leading organizations.

Since 2023, Mr.

Ensey has served as Chief Executive Officer of Alignment

Engine, where he leads initiatives in AI/HPC datacenter design and GPU interconnect hardware, guiding company strategy, fundraising,

and market positioning.

Prior to this, as Founding Partner and Chief Technology Officer of Gulp Data from 2021 to 2023, Mr.

Ensey developed

and scaled an AI-driven data valuation platform, establishing robust enterprise partnerships and overseeing engineering.

served as Chief Technical Advisor to Gryphon Digital Mining (now American Bitcoin Mining Corp.) (NASDAQ:

ABTC) from June 2021 to January

From 2020 to 2021, he served as Chief Technology Officer at eMed, launching an FDA-authorized digital health platform that rapidly

scaled to serve millions of users and resulted in six issued patents.

As Chief Technology Officer of BlueVoyant between 2019 and 2020,

Ensey managed global cybersecurity operations, directed a $45 million budget, and successfully reduced annual cloud expenditures.

Ensey also served as Chief Operating Officer of Riot Blockchain, Inc.

(now Riot Platforms, Inc.) (NASDAQ:

RIOT) from January 2018

to September 2018, and as Interim Chief Executive Officer from September 2018 to February 2019.

Ensey’s educational background

includes degrees and certifications relevant to technology leadership and cybersecurity.

Ensey is qualified to serve on the board

of directors based on his extensive leadership and expertise in technology and cybersecurity.

Evans, Director

Evans has served on the Company’s board of directors since December 2025.

Allan Evans has served as Chief Executive Officer

and director of Unusual Machines, Inc.

UMAC) since December 2023.

Prior to becoming Chief Executive Officer of Unusual Machines,

Evans was the Chief Operating Officer of Red Cat Holdings, Inc.

RCAT) from January 2021 to November 2023 and was the

Chief Executive Officer of Fat Shark Holdings, Ltd.

Evans is a serial entrepreneur with a history of founding and leading technological

He has extensive experience in overseeing different emerging technologies.

From August 2017 to October 2020, Dr.

as a board member for Ballast Technologies, a company that specialized in technology for location-based entertainment.

In November 2012,

he co-founded Avegant, a technology company focused on developing next generation display technology to enable previously impossible

augmented reality experiences.

He led design, development, and initial production of the Glyph head mounted display and oversaw technology

research and patent strategy while serving as Chief Technology Officer of Avegant until 2016.

Evans has 47 pending or issued patents

that cover a range of technologies from implantable medical devices to mixed reality headsets.

Academically, his work has an h-index

of 15, an i-index of 28, and has been cited in more than 1,000 publications.

He has extensive experience with new technologies, engineering,

business development, and corporate strategy, and his expertise in these areas strengthens the Company’s collective knowledge and

capabilities.

Evans is qualified to serve on our board of directors due to his management and public company experience and his experience

in the technology industry.

Moe, Director

Moe has served on the Company’s board of directors since December 2025.

Moe is the Chief Financial Officer of Beeline Holdings,

BLNE), a digital home loan lending and title platform designed to streamline the financing process.

Previously, he was

the Chief Financial Officer and director of Yates Electrospace Corporation, a heavy payload autonomous cargo delivery UAS producer.

he was the Chairman, Chief Executive Officer, and co-founder of ProBrass Inc., a rifle brass cartridge case manufacturing company that

Vairog US acquired.

He was also previously the Chief Financial Officer of Vectrix Holdings Limited, a subsidiary of GP Industries Ltd

(G20:SGX), an international developer and manufacturer of electric motorcycles, and the Chief Financial Officer and director of Mission

Motor Company, a company focused on advanced EV and hybrid powertrains for automobile and power sports applications.

He has served as

the Chief Financial Officer and Director of Vectrix Corporation (LSE:

VRX), Managing Director of GH Ventures, Managing Director of Kirkland-Ft.

Worth Investment Partners, Chief Executive Officer of St.

Louis Ship Industries, Vice President of Wasserstein, Perella & Co.’s

merchant banking fund, and Vice President/Area Head with Citicorp’s Leveraged Capital Group.

He serves as an independent director

and chair of the Audit Committee of Red Cat Holdings, Inc.

He serves on the Advisory Board of Innovate Newport and is

Trustee Emeritus of The Pennfield School.

He is the former Vice Chairman and Treasurer of the Choir School of Newport County and former

Treasurer of the Zabriskie Memorial Church of Saint John the Evangelist.

He served as a Captain of United States Marines and deployed

with the 31 st Marine Expeditionary Unit twice to the Western Pacific and Indian Ocean.

He holds a BA degree in English from

Brown University and an MBA from the Harvard Business School.

Moe is qualified to serve on our board of directors given his extensive

experience as a board member and executive across public and private companies.

of the Board of Directors

board of directors directs the management of our business and affairs, as provided by Nevada law, and conducts its business through meetings

of the board of directors and its standing committees.

We have a standing Audit Committee, Compensation Committee and Nominating and

Corporate Governance Committee.

In addition, from time to time, special committees may be established under the direction of the board

of directors when necessary to address specific issues.

board of directors has determined that all of the members of the Audit Committee, the Compensation Committee and the Nominating and Corporate

Governance Committee are independent as defined under the applicable rules of Nasdaq, including, in the case of all of the members of

our audit committee, the independence requirements contemplated by Rule 10A-3 under the Exchange Act.

In making such determination, the

board of directors considered the relationships that each director has with our Company and all other facts and circumstances that the

board of directors deemed relevant in determining director independence, including the beneficial ownership of our capital stock by each

Audit Committee is composed of Christopher R.

Moe, Allan Evans, and Christopher Ensey, with Mr.

Moe serving as Chair.

Each member of

the Audit Committee is an independent director as defined by the rules of Nasdaq and Rule 10A-3 under the Exchange Act.

Each member of

our Audit Committee meets the financial literacy requirements of the Nasdaq rules.

In addition, our board of directors has determined

Moe qualifies as an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation

Audit Committee has the sole authority and responsibility to select, evaluate and engage independent auditors for the Company.

Committee reviews with the auditors and with the Company’s financial management all matters relating to the annual audit of the

The Audit Committee monitors the integrity of our financial statements, monitors the independent registered public accounting

firm’s qualifications and independence, monitors the performance of our internal audit function and the auditors, and monitors

our compliance with legal and regulatory requirements.

The Audit Committee also meets with our auditors to review the results of their

audit and review of our annual and interim financial statements.

Audit Committee meets at least on a quarterly basis to discuss with management the annual audited financial statements and quarterly

financial statements and meets from time to time to discuss general corporate matters.

board of directors adopted a written charter for the Audit Committee which is available on our website at https://ir.datacentrex.com/governance.

Compensation Committee is composed of Christopher R.

Moe, Allan Evans, and Christopher Ensey, each of whom meets the independence requirements

of all applicable laws, rules and regulations as defined by the rules of the Commission and Nasdaq, as determined by the board of directors,

Evans serving as Chair.

Among other things, the Compensation Committee reviews, recommends and approves salaries and other compensation

of the Company’s executive officers, and administers the Company’s equity incentive plans (including reviewing, recommending

and approving stock option and other equity incentive grants to executive officers) as well as the Company’s clawback policy.

Compensation Committee meets in executive session to determine the compensation of the Chief Executive Officer of the Company.

In determining

the amount, form, and terms of such compensation, the Committee considers the annual performance evaluation of the Chief Executive Officer

conducted by the board of directors in light of Company goals and objectives relevant to Chief Executive Officer compensation, competitive

market data pertaining to Chief Executive Officer compensation at comparable companies, and such other factors as it deems relevant,

and is guided by, and seeks to promote, the best interests of the Company and its shareholders.

addition, subject to existing agreements, the Compensation Committee determines the salaries, bonuses, and other matters relating to

compensation of the executive officers of the Company using similar parameters.

It sets performance targets for determining periodic

bonuses payable to executive officers.

It also reviews and makes recommendations to the board of directors regarding executive and employee

compensation and benefit plans and programs generally, including employee bonus and retirement plans and programs (except to the extent

specifically delegated to a committee of the board of directors with authority to administer a particular plan).

In addition, the Compensation

Committee approves the compensation of non-employee directors and reports it to the full board of directors.

Compensation Committee also reviews and makes recommendations with respect to shareholder proposals related to compensation matters.

Compensation Committee may, in its sole discretion and at the Company’s cost, retain or obtain the advice of a compensation consultant,

legal counsel or other adviser.

The Compensation Committee is directly responsible for the appointment, compensation and oversight of

the work of any compensation consultant, legal counsel and other adviser retained by the committee.

board of directors of directors adopted a written charter for the Compensation Committee which is available on our website at https://ir.datacentrex.com/governance.

and Corporate Governance Committee

Nominating and Corporate Governance Committee consists of Christopher R.

Moe, Allan Evans, and Christopher Ensey, each of whom meets

the independence requirements of all applicable laws, rules and regulations as defined by the rules of the Commission and Nasdaq, as

determined by the board of directors, with Mr.

Ensey serving as Chair.

Nominating and Corporate Governance Committee identifies individuals qualified to become members of the board of directors, consistent

with criteria approved by the board of directors;

recommends to the board of directors the director nominees for the next annual meeting

of shareholders or special meeting of shareholders at which directors are to be elected;

recommends to the board of directors candidates

to fill any vacancies on the board of directors;

develops, recommends to the board of directors, and reviews the corporate governance

guidelines applicable to the Company;

and oversees the evaluation of the board of directors and management.

recommending director nominees for the next annual meeting of shareholders, the Nominating and Corporate Governance Committee ensures

the Company complies with its contractual obligations, if any, governing the nomination of directors.

It considers and recruits candidates

to fill positions on the board of directors, including as a result of the removal, resignation or retirement of any director, an increase

in the size of the board of directors or otherwise.

The Nominating and Corporate Governance conducts, subject to applicable law, any

and all inquiries into the background and qualifications of any candidate for the board of directors and such candidate’s compliance

with the independence and other qualification requirements established by the Nominating and Corporate Governance Committee.

The Nominating

and Corporate Governance Committee also recommends candidates to fill positions on committees of the board of directors.

selecting and recommending candidates for election to the board of directors or appointment to any committee of the board of directors,

the Nominating and Corporate Governance Committee does not believe that it is appropriate to select nominees through mechanical application

of specified criteria.

Rather, the Nominating and Corporate Governance shall consider such factors at it deems appropriate, including,

without limitation, the following:

personal and professional integrity, ethics and values;

experience in corporate management, such as

serving as an officer or former officer of a publicly-held company;

experience in the Company’s industry;

diversity of expertise

and experience in substantive matters pertaining to the Company’s business relative to other directors of the Company;

and mature business judgment;

and composition of the board of directors (including its size and structure).

The Nominating and Corporate

Governance Committee develops and recommends to the board of directors a policy regarding the consideration of director candidates recommended

by the Company’s shareholders and procedures for submission by shareholders of director nominee recommendations.

the Nominating and Corporate Governance Committee oversees the evaluation of the board of directors and management.

It also develops

and recommends to the board of directors a set of corporate governance guidelines applicable to the Company, which the Nominating and

Corporate Governance Committee periodically reviews and revises as appropriate.

In discharging its oversight role, the Nominating and

Corporate Governance Committee is empowered to investigate any matter brought to its attention.

board of directors adopted a written charter for the Nominating and Corporate Governance Committee which is available on our website

at https://ir.datacentrex.com/governance.

Relationships

of our directors or officers have any known family relationships with other directors or officers of the Company.

in Legal Proceedings

are not aware of any of our directors or officers being involved in any legal proceedings in the past ten years relating to any matters

in bankruptcy, insolvency, criminal proceedings (other than traffic and other minor offenses) or being subject to any of the items set

forth under Item 401(f) of Regulation S-K.

board of directors has adopted a Code of Business Conduct and Ethics (the “Code of Ethics”) that applies to all of the Company’s

employees, including the Company’s Chief Executive Officer and Chief Financial Officer.

Although not required, the Code of Ethics

also applies to the Company’s directors.

The Code of Ethics provides written standards that we believe are reasonably designed

to deter wrongdoing and promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest

between personal and professional relationships, full, fair, accurate, timely and understandable disclosure and compliance with laws,

rules and regulations and the prompt reporting of illegal or unethical behavior, and accountability for adherence to the Code of Ethics.

A copy of the code is posted on our website at www.datacentrex.com.

Disclosure regarding any amendments to, or waivers from, provisions

of the code of conduct and ethics that apply to our directors, principal executive and financial officers is posted on our website at

www.datacentrex.com.

Trading Policy

have adopted an Insider Trading Policy that governs the purchase, sale, and/or other disposition of our securities and is applicable

to our directors, officers, employees, and other covered persons.

We believe our Insider Trading Policy is reasonably designed to promote

compliance with insider trading laws, rules, and regulations, and listing standards applicable to the Company.

A copy of our insider

trading policy is filed as Exhibit 19.1 to this Annual Report.

Section 16(a) Reports

16(a) of the Exchange Act requires directors, officers and greater than 10 percent beneficial owners of our common shares to file reports

concerning their ownership of, and transactions in, such common shares.

solely on our review of these reports filed by the Company’s officers, directors and shareholders, and written representations

from our executive officers and directors that they filed such reports, we believe that our officers, directors, and shareholders complied

with all filing requirements under Section 16(a) of the Exchange Act on a timely basis during fiscal year ended December 31, 2025, except

for a Form 4 filed by Parker Scott reporting one transaction.

Executive Compensation

required by this item is incorporated by reference to our proxy statement for our 2025 Annual Meeting of Stockholders.

section discusses the material components of the executive compensation program for our directors and our Named Executive Officers who

are named in the “2025 and 2024 Summary Compensation Table” below.

In 2025, our directors and “Named Executive Officers”

and their positions were as follows for the dates specified:

Steele, former Chief Executive Officer (resigned December 15, 2025);

appointed as Chief Financial Officer December 15, 2025

Dietrich, former Chief Financial Officer (resigned December 15, 2025);

Scott, Chief Executive Officer (appointed December 15, 2025).

discussion may contain forward-looking statements that are based on our current plans, considerations, expectations and determinations

regarding future compensation programs.

Actual compensation programs that we adopt may differ materially from the currently planned programs

summarized in this discussion.

Compensation Table

following table sets forth information concerning the compensation of our named executive officers and directors for the years ended

December 31, 2025 and 2024.

Name and Principal Position

Nonequity incentive plan compensation

All other compensation

4,225,000 (8)

Robert Steele

CFO, former CEO

2,469,658 (5)

Isaac Dietrich

(1) These amounts are the

aggregate fair value of the equity compensation incurred by the Company for payments to executives during the fiscal year.

aggregate fair value is computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards

Codification (“ASC”) Topic 718.

We valued the restricted stock awards at $3.38 per share for purposes of our accounting

income recognition and the disclosure in this table.

See Note 9, “Stock Options” in the notes to the Company’s

consolidated financial statements included in this Annual Report

for more information regarding the Company’s accounting for share-based compensation plans.

Dietrich received $42,000 in severance benefits upon his resignation as Chief Financial Officer.

Steele received

executive perquisites of $1,320 for his home internet service during the year ended December 31, 2024.

(4) Represents payments

of discretionary bonuses for performance during the applicable years as determined by the board of directors, and as further described

below Bonus Arrangements.

granted the Steele Option (as defined below) to purchase 500,000 shares of the Company’s common stock on October 29, 2024, with

a strike price of $5.00 per share (as set forth on the Outstanding Equity Awards table below).

The Company estimated the fair value of

the options using the Black-Scholes Pricing Model based on the following assumptions:

(1) dividend yield of 0%, (2) expected volatility

of 148.38 – 154.71%, (3) risk-free interest rate of 4.11%, and (4) expected life of 10 years.

granted the Dietrich Option (as defined below) with respect to 150,000 shares of the Company’s common stock, with a strike price

of $5.00 per share (as set forth on the Outstanding Equity Awards table below).

The Company estimated the fair value of the options using

the Black-Scholes Pricing Model based on the following assumptions:

(1) dividend yield of 0%, (2) expected volatility of 148.38 –

154.71%, (3) risk-free interest rate of 4.11%, and (4) expected life of 10 years.

awarded 50,000 shares of restricted common stock pursuant to the 2025 Plan (as defined below) with a fair value of $625,000 for services

rendered during the year ended December 31, 2025.

Deitrich together with the Company, effective November 12, 2025, mutually rescinded

100% of such shares of restricted stock such that each grant was void ab initio.

Scott was granted

the Scott Restricted Stock Grant (as defined below) with respect to 1,250,000 shares of common stock of the Company.

no time during the periods listed in the above tables, with respect to any named executive officers, was there:

outstanding option or other equity-based award re-priced or otherwise materially modified

(such as by extension of exercise periods, the change of vesting or forfeiture conditions,

the change or elimination of applicable performance criteria, or the change of the bases

upon which returns are determined);

waiver or modification of any specified performance target, goal or condition to payout with

respect to any amount included in non-stock incentive plan compensation or payouts;

non-equity incentive plan award made to a named executive officer;

nonqualified deferred compensation plans including nonqualified defined contribution plans;

payment for any item to be included under the “All Other Compensation” column

in the Summary Compensation Table.

Disclosure to the Summary Compensation Table

Scott – Chief Executive Officer

December 22, 2025, the Company entered into an employment agreement (the “Scott EA”) with Parker Scott.

Pursuant to the Scott

Scott will serve as the Chief Executive Officer and (i) receive a base salary at an annual rate of $450,000 (the “Base

Salary”), in substantially equal installments in accordance with the regular payroll practices of the Company, (ii) be eligible

to earn a bonus with a target bonus opportunity equal to 100% of the Base Salary (the “Target Annual Bonus”) with the amount

earned to be based on achievement of factors as determined by the board of directors or the Compensation Committee, and (iii) be a participant

in the Company’s equity-based compensation programs and receive an initial long-term award of 1,250,000 shares of restricted common

Scott will also serve as the Chairman of the board of directors of the Company for no additional consideration.

the Scott EA, in the event of termination of Mr.

Scott by the Company for Cause (as such term is defined in the Scott EA), Mr.

will be entitled only to, as of the date of such termination, the his earned but yet unpaid Base Salary, accrued and unused paid time

off, any applicable vested benefit plan entitlements, and any amount of the Annual Bonus which was actually earned and yet unpaid with

respect to the calendar year preceding the year of the termination (such terms as defined in the Scott EA, and collectively, the “Accrued

If however, Mr.

Scott is terminated by the Company without Cause or by Mr.

Scott for Good Reason (as defined in the

Scott EA), then Mr.

Scott will be entitled to (i) the Accrued Benefits, (ii) severance payments in an amount in cash equal one year’s

Base Salary and Target Annual Bonus (as defined in the Scott EA, and payable in substantially equal monthly installments over the 12-month

period following termination), (iii) the portion of the Annual Bonus actually accrued for the year of the termination as of the date

of such termination (to be determined and paid at the time annual bonuses are paid to senior executives of the Company for such year)

(the “Pro Rata Annual Bonus”), (iv) all unvested equity grants then outstanding shall immediately vest, and (v) subject to

Scott’s timely election, continuation of coverage under the Consolidated Omnibus Budget continuation of group health benefits

at the Company’s expense for up to 18 months following termination.

the event of termination by the Company without Cause or Mr.

Scott resigns for Good Reason within 24 months following a Change in Control

(as defined in the Scott EA), Mr.

Scott will instead be entitled to a lump sum payment equal to the sum of (i) two times the Base Salary

and (i) the Target Annual Bonus for the year of such termination;

the Pro Rata Annual Bonus for the year of such termination;

vesting of all equity grants;

and continuation of group health benefits at the Company’s expense for up to 18 months following

December 22, 2025, pursuant to the Omnibus Plan (as defined below) and as approved by the Compensation Committee, Parker Scott was granted

1,250,000 shares of restricted common stock at a grant date fair value of $3.38 per share, for a total grant date fair value of $4,225,000

(the “Scott Restricted Stock Grant”).

The Scott Restricted Stock Grant shall vest in three equal annual installments commencing

on June 1, 2026, and subject to Mr.

Scott’s continued service through each such vesting date and to certain additional conditions.

Steele – Chief Financial Officer (former Chief Executive Officer, Chairman of the board of directors, and President)

May 30, 2024, the Company and Mr.

Steele entered into an Executive Employment Agreement, which, among other things, employed Mr.

as the Chief Executive Officer of the Company (the “Steele EA”).

Following the Company’s uplisting to a national stock

exchange, Mr.

Steele’s salary was increased to $168,000, payable in periodic instalments in accordance with the Company’s

customary payroll practices and applicable wage payment and withholdings laws and requirements.

Additionally, Mr.

Steele’s base

salary was subject to increase upon the achievement of certain net monthly advertising revenue milestones, as follows:

annual base salary upon $100,000 net monthly ad revenue for twelve consecutive months;

annual base salary upon $250,000 net monthly ad revenue for twelve consecutive months;

annual base salary upon $800,000 aggregate net monthly ad revenue for twelve consecutive

Steele was eligible under the Steele EA to receive a one-time $50,000 past performance bonus upon uplisting to a national exchange, subject

to his continued employment at that time.

On October 31, 2024, the Company paid Mr.

Steele a past performance bonus of $50,000.

EA provides that he may also be eligible for annual bonuses at the board of directors’ discretion, based on corporate and individual

to the Steel EA, Mr.

Steele was eligible for fringe benefits and perquisites, and to participate in all benefit plans, programs, and

policies made available to similarly situated executives, subject to board of directors’ approval and applicable plan terms.

determined his own vacation schedule, consistent with Company operating requirements.

Business expenses are reimbursed in line with Company

Steele was indemnified to the fullest extent available to other officers and directors under the Company’s policies.

Steele’s employment were terminated by the Company without cause and he was able and willing to remain employed, he would

receive six months’ base salary (payable monthly or in a lump sum at the Company’s discretion), subject to a customary release.

December 15, 2025, Mr.

Steele resigned from his position as the CEO to become the Chief Financial Officer of the Company.

October 29, 2024, Mr.

Steele was granted an option to purchase 500,000 shares of common stock (the “Steele Option”) pursuant

to the 2024 Plan (as defined below) (subject to the terms and conditions of the Company’s form of Stock Option Agreement under

the 2024 Plan) at an exercise price of $5.00 per share.

Twenty-five percent (25%) of the Steel Option shall vest on January 1, 2025,

and the remaining seventy-five percent (75%) shall vest monthly over 48 months starting January 1, 2025.

Upon termination/resignation

of his employment with the Company, Mr.

Steele has 90 days to exercise the vested portion of the Steele Option, provided that if he is

terminated for cause then he shall forfeit the entire Steele Option (whether vested or unvested).

He may exercise on a cashless basis

pursuant to a formula defined in his agreement.

Dietrich – Former Chief Financial Officer

September 19, 2022 to October 28, 2024, Mr.

Dietrich was compensated $5,000 per month for his services as Director of Finance.

cash fee was waived from September to December 2023.

Dietrich was compensated 24,000 shares of common stock with a fair value of

$166,500 for services rendered during the year ended December 31, 2023.

October 29, 2024, the Company and Mr.

Dietrich entered into an Executive Employment Agreement, which, among other things, employed Mr.

Dietrich as the Chief Financial Officer of the Company (and superseded the previous employment agreement in its entirety) (the “Dietrich

Following the Company’s uplisting to a national stock exchange.

Dietrich was paid a salary of $168,000 in periodic

installments in accordance with the Company’s customary payroll practices and applicable wage payment and withholdings laws and

requirements.

Additionally, Mr.

Dietrich’s base salary was subject to increase upon the achievement of certain net monthly advertising

revenue milestones, as follows:

annual base salary upon $100,000 net monthly ad revenue for twelve consecutive months;

annual base salary upon $250,000 net monthly ad revenue for twelve consecutive months;

annual base salary upon $800,000 aggregate net monthly ad revenue for twelve consecutive

Dietrich was eligible under the Dietrich EA to receive a one-time $25,000 past performance bonus upon uplisting to a national

exchange, subject to his continued employment at that time.

On October 31, 2024, the Company paid Mr.

Dietrich a past performance

bonus of $25,000.

The Dietrich EA provided that he may also be eligible for annual bonuses at the board of directors’

discretion, based on corporate and individual performance.

Additionally, in the 2025 year, the Company paid Mr.

discretionary performance bonuses, in the aggregate amount of $32,137.

the Dietrich EA, Mr.

Dietrich was entitled to fringe benefits and perquisites consistent with those provided to similarly situated Company

executives, and to participate in all benefit plans, subject to board of directors and plan terms.

He may take vacation as his duties

allow, coordinating with management.

Business expenses are reimbursed according to Company policy.

Indemnification was provided to the

fullest extent available under Company policy.

Dietrich’s employment were terminated by the Company without cause and he

was able and willing to remain employed, he would receive three months’ base salary (payable monthly or in a lump sum at the Company’s

discretion) contingent on execution of a release.

The Dietrich EA terminated upon Mr.

Dietrich’s resignation, effective December

Dietrich and the Company entered into a “Transition and Separation Agreement,” effective as of December 10, 2025, pursuant

to which he will continue to provide transition support services to the Company until the date of this filing (the “Dietrich End

Date”), for which he will be compensated with a grant of restricted share units with respect to 70,000 shares of the Company’s

common stock pursuant to the Omnibus Plan, which grant shall be made on or about January 2, 2026, which units shall vest as of the Dietrich

End Date, and subject to his continued provision of services pursuant to such agreement.

If the Transition and Separation Agreement is

terminated by the Company without cause prior to the Dietrich End Date, then the award of restricted share units shall accelerate and

vest in full as of the date of such termination.

In consideration for Mr.

Dietrich’s execution of a release of claims in connection

with the entering into of the Transition and Separation Agreement, the Company paid to Mr.

Dietrich as a severance benefit, a cash sum

equal to $42,000.

October 29, 2024, Mr.

Dietrich was granted an option to purchase 150,000 shares of common stock (the “Dietrich Option”) pursuant

to the 2024 Plan (subject to the terms and conditions of the Company’s form of Stock Option Agreement under the 2024 Plan) at an

exercise price of $5.00 per share.

Under the Dietrich Option, 25% of the Dietrich Option was to vest on January 1, 2025, and the remaining

75% was to vest monthly over 48 months starting January 1, 2025.

Upon termination/resignation, Mr.

Dietrich has 90 days to exercise the

vested portion of the Dietrich Option, provided that if he is terminated for cause then he shall forfeit the entire Dietrich Option (whether

vested or unvested).

He may exercise on a cashless basis pursuant to a formula defined in his agreement.

As of December 15, 2025, (the

“Dietrich Transition Time”) 66,708 of the shares subject to the Dietrich Option were vested, and 83,292 of the shares subject

to the Dietrich Option were unvested (and forfeited as of the Dietrich Transition Time).

to the terms of the executive employment agreements described above, the Company, through the board of directors, has the discretion

to determine the amounts of the annual incentive bonus payments which executives may receive.

Based on the review of the Company’s

performance for calendar year 2024, the board of directors, in its sole discretion, determined to pay the bonus to the named executive

officer listed in the summary compensation table above.

Dietrich received any bonus payments during the 2025

calendar year, paid to him in July 2025 and August 2025, in the aggregate amount of $32,137, in recognition of his service to

the Company during the 2025 year.

are not a material component of compensation.

In general, named executive officers do not receive reimbursements for meals, airlines,

and travel costs, other than those costs allowed for all employees.

During 2024, our then-Chief Executive Officer received a perquisite

disclosed in the Executive Disclosure Table.

Incentive Compensation Recovery Policy

have adopted an executive incentive compensation recovery policy (the “Executive Incentive Compensation Recovery Policy”)

pursuant to Section 10D of the Exchange Act, Rule 10D-1 promulgated under the Exchange Act (“Rule 10D-1”), and Listing Rule

5608 adopted by Nasdaq (the “Listing Standards”).

The purpose of the Executive Incentive Compensation Recovery Policy is

to provide for the recovery of certain incentive-based compensation in the event of an accounting restatement.

In the event of an accounting

restatement, it is the Company’s policy to recover reasonably promptly the amount of any erroneously awarded compensation received

during the recovery period.

An accounting restatement involves a restatement of the Company’s financial statements due to material

noncompliance with any financial reporting requirement under the federal securities laws, including any required accounting restatement

to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that

would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.

amount of “erroneously awarded compensation” generally means the amount of incentive-based compensation (compensation that

is granted, earned, or vested based wholly or in part upon the attainment of a financial reporting measure) received by a covered executive

that exceeds the amount of incentive-based compensation on that otherwise would have been received had it been determined based on the

restated financial statements.

The Company need not recover any “erroneously awarded compensation” if and to the extent that

the Compensation Committee or a majority of the independent members of the board of directors determines that such recovery is impracticable

and not required under Rule 10D-1 and the Listing Standards, including if the Compensation Committee or a majority of the independent

members of the board of directors determines that:

(i) the direct expense paid to a third party to assist in enforcing the policy would

exceed the amount to be recovered after making a reasonable attempt to recover, or (ii) recovery would likely cause an otherwise tax-qualified

broad-based retirement plan to fail the requirements of Section 401(a)(13) or Section 411(a) of the Internal Revenue Code of 1986, as

amended, and regulations thereunder.

policy is administered by our Compensation Committee, except that the board of directors may decide to act as the administrator in lieu

of the Compensation Committee or designate another committee of the board of directors (including a special committee) to act as the

administrator other than the determination that recovery of “erroneously awarded compensation” is impracticable and not required

(as described above).

Equity Awards as of December 31, 2025

following table provides information regarding awards held by each of our Named Executive Officers that were outstanding as of December

Option Awards

Restricted Stock Awards

Number of securities underlying unexercised options (#) exercisable

Number of securities underlying unexercised options (#) unexercisable (1)

Equity incentive plan awards:

Number of securities underlying unexercised earned options (#)

Option Exercise price($)

Option expiration date

Number of shares or units of stock that have not vested (#)

Market value of shares or units of stock that have not vested ($)

Equity incentive plan awards:

Number of unearned shares, units or other rights that have not vested (#)(3)

Equity incentive plan awards;

Market or payout value of unearned shares, units or other rights that have not vested ($)

Robert Steele

Issac Dietrich

options shall vest per the following schedule:

25% on January 1, 2025 and the remaining 75%

vesting in 48 equal monthly installments commencing January 1, 2025.

value is calculated based on the closing price of the Company’s common stock on December

31, 2025 of $2.75 per share.

Scott Restricted Stock Grant shall vest in three equal annual installments commencing on

June 1, 2026.

Director Compensation

following table presents the total compensation for each person who served as a non-employee director of our board of directors during

the fiscal year ended December 31, 2025.

Other than as set forth in the table and described more fully below, we did not pay any compensation,

reimburse any expense of, make any equity awards or non-equity awards to, or pay any other compensation to any of the other members of

our board of directors in such period.

($)(1)(2)(4)(6)

Awards ($)(3)

Compensation ($)

Christopher Ensey

Christopher R.

Robert Haag, former director

Joanna Massey, former director

Paul Dickman, former director

reflect the aggregate grant date fair value of restricted stock awards granted during fiscal

year 2025, computed in accordance with FASB ASC Topic 718.

We valued the restricted stock awards at $3.38 per share for purposes of our accounting income recognition and the

disclosure in this table.

See Note 9 to the Company’s

consolidated financial statements included in this Annual Report for assumptions used in determining the grant date fair

value of equity awards.

Ensey, this amount also includes the value of 150,000 shares of restricted common stock

granted to Mr.

Ensey on October 14, 2025, which grant is evidenced by a Restricted Stock

Award Agreement under the 2025 Plan, (the “Ensey Restricted Grant”).

original terms of the Restricted Stock Award Agreement, the award was to vest in full upon

the closing of the common stock acquisition.

On November 21, 2025, the board of directors,

pursuant to its discretion under the 2025 Plan, elected to accelerate and vest 25,000 of

the shares subject to the award as of that date, provided that the remaining 125,000 shares

remained subject to the vesting terms originally provided under the Restricted Stock Award

The Restricted Stock Award Agreement governing the Ensey Restricted Grant includes

the modified vesting terms described herein.

All 150,000 shares were fully vested as of December

The fair value of the modified award on the modification date ($3.78 per share)

did not exceed the original grant date fair value ($5.25 per share);

accordingly, no incremental

compensation cost was recognized as a result of the modification.

October 29, 2024, each of Messrs.

Dickman, Haag, and Ms.

Massey was granted an option to

purchase 138,000, 120,000, and 120,000 shares of common stock, respectively, at an exercise

price of $5.00 per share with a one-year cliff vest (the “Prior Director Options”).

No option awards were granted to former directors during fiscal year 2025.

The grant date

fair value of the Prior Director Options was recognized in the fiscal year ended December

As of December 31, 2025, the Prior Director Options remained outstanding and fully

Evans, Moe, and Ensey were granted 103,550 shares of restricted common stock pursuant

to the Omnibus Plan on December 22, 2025, evidenced by written action of the Compensation

Committee (the “New Director Restricted Grants”).

The New Director Awards shall

vest in three equal annual installments beginning on June 1, 2026, subject to continued board

of directors service, the establishment of a Rule 10b5-1 trading plan, and certain additional

fees reflect amounts earned for board of directors and committee service during fiscal year

2025, pro-rated from each director’s appointment date, including, with respect to Messrs.

Ensey, Moe, and Evans, amounts earned and paid in early January 2026.

August 4, 2025, each of directors Dickman, Haag, and Massey were granted restricted common

stock (with respect to 50,000, 500,000, and 50,000 shares, respectively), pursuant to the

2025 Plan, and each of directors Dickman, Haag, and Massey, together with the Company and

effective November 12, 2025, mutually rescinded 100% of such shares of restricted stock such

that each grant was void ab initio.

following changes to the board of directors of the Company took place as of the following

Robert Haag resigned effective October 4, 2025;

Christpher Ensey was appointed effective

October 14, 2025;

Joanna Massey and Paul Dickman resigned effective December 15, 2025;

Evans, Moe, and Ensey were appointed effective December 15, 2025.

Summary to Director Compensation.

director compensation structure is designed to attract and retain experienced, independent board members and is intended to align the

directors’ interests with those of Company shareholders.

All compensation arrangements described above supersede any prior agreements.

fiscal 2025, independent directors of the Company received compensation for board of directors and committee service, as applicable,

consisting of both cash compensation and equity grants, as detailed in the Director Compensation Table.

Amounts in the Director Compensation

Table reflect compensation earned in the fiscal year, whether paid in cash or equity and all outstanding grants as of December 31, 2025.

Director Agreements dated December 26, 2025

December 26, 2025, the Company entered into agreements (the “Independent Director Agreements”), which form of agreement was

approved by the Company’s board of directors effective December 15, 2025) with the Company’s new independent directors, Christopher

Ensey, Christopher R.

Moe, and Allan Evans (the “Independent Directors”).

Under the Independent Director Agreements, each

Independent Director will be entitled to (i) annual cash compensation totaling $30,000 (ii) an initial

grant under the Omnibus Plan of 103,550 shares of restricted common stock, on such terms and subject to such conditions as determined

by the Compensation Committee (which shares of restricted common stock were granted effective December 22, 2025), (iii) thereafter, a

grant of shares of restricted common stock with respect to a number of shares equal in value (determined using the fair value as of the

date of grant) to $190,000.

Independent Directors will be entitled to additional annual cash compensation for service on committees of the board of directors, as

Audit Committee members will receive $10,000 and the chair will receive $20,000;

Compensation Committee members will receive

$7,500 and the chair will receive $15,000;

and Nominating and Corporate Governance Committee members will receive $5,000 and the chair

will receive $10,000.

The Independent Directors’ committee service is as follows:

Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee

Audit Committee, Compensation Committee (Chair), Nominating and Corporate Governance

Audit Committee (Chair), Compensation Committee, Nominating and Corporate Governance

Director Compensation Arrangements

Compensation:

former non-employee director (Mr.

Paul Dickman, Mr.

Robert Haag, and Ms.

Joanna Massey, collectively, the “Prior Directors”)

was entitled to receive a cash retainer of $2,500 per month, which included payment for board of directors service and for acting as

chair on one committee (as noted below).

Prior Directors were previously granted the Prior Director Options, as reflected in Non-Employee Director Compensation Table and as further

described in Footnote 9 thereto.

of the Prior Directors terminated their service with the Company effective December 15, 2025.

are eligible for coverage under the Company’s directors’ and officers’ insurance coverage policy, and for reimbursement

of reasonable, pre-qualified business expenses incurred in the performance of their duties.

The Company does not currently offer pension,

deferred compensation, or other perquisites to independent directors beyond standard expense reimbursement.

and Recovery Policy.

equity awards (including the Steele Option, the Dietrich Option, the Prior Director Options, the Ensey Restricted Grant, the Scott Restricted

Stock Grant, and the New Director Restricted Grants) are subject to the Company’s clawback policy, in accordance with applicable

SEC rules and exchange listing standards, including the Dodd-Frank Act requirements.

No clawback or recovery was applied in fiscal 2025.

of the Company’s policies and practices related to the grant of certain equity awards close in time to the release of material

nonpublic information.

Company does not have a written policy in place regarding the timing of the grant and issuance of stock options in relation to the release

of material non-public information.

Historically, the Company has granted stock option awards on an annual basis and as may otherwise

be deemed appropriate by our board of directors or compensation committee from time to time based on the facts and circumstances, as

The Company has not intentionally timed the grant of stock options in anticipation of the release of material nonpublic information,

nor have we intentionally timed the release of material nonpublic information based on stock option grant dates.

During fiscal year 2025,

the Company did not grant stock options (or similar awards) to any of our named executive officers during the period beginning four business

days before and ending one business day after the filing of any Company periodic report on Form 10-Q or Form 10-K, or the filing or furnishing

of any Company Form 8-K that disclosed any material non-public information.

Equity Incentive Plans

Company maintains three equity incentive plans:

the 2024 Equity Incentive Plan (the “2024 Plan”), the 2025 Equity

Incentive Plan (the “2025 Plan”), and the 2025 Omnibus Equity Incentive Plan (the “Omnibus Plan”).

was approved by the board of directors of Directors and the Company’s shareholders.

The plans are designed to attract and

retain employees, directors, and consultants by providing equity-based compensation that aligns the interests of plan participants

with those of the Company’s shareholders.

As of December 31, 2025, a total of 7,000,000 shares of common stock were authorized

for issuance across the three plans, of which 1,812,425 shares were subject to outstanding awards and 5,187,575 shares remained

available for future issuance.

As of December 31, 2025, grants are no longer permitted to be made under the 2024 Plan and the 2025 Plan.

following table and information below sets forth information as of December 31, 2025 with respect to our Plans:

Number of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted- average exercise price of outstanding options, warrants and rights

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column

2024 Equity Incentive Plan (1)

2025 Equity Incentive plan (3)

2025 Omnibus Equity Incentive Plan(5)

2024 Plan was adopted by the board of directors and approved by the Company’s shareholders.

The 2024 Plan authorized the issuance of up to 2,000,000 shares.

As of December 31, 2025,

1,314,447 shares were subject to outstanding awards under the 2024 Plan.

Remaining shares

previously reserved for issuance under the 2024 Plan are no longer available for future issuance,

effective as of the effective date of the Omnibus Plan.

weighted-average exercise price relates only to outstanding stock options.

It does not take

into account shares subject to outstanding restricted stock awards or restricted stock units,

which have no exercise price.

2025 Plan was adopted by the board of directors and approved by the Company’s shareholders.

The 2025 Plan authorized the issuance of up to 2,000,000 shares.

As of December 31, 150,000

shares were subject to outstanding awards under the 2025 Plan.

Remaining shares previously

reserved for issuance under the 2025 Plan are no longer available for future issuance, effective

as of the effective date of the Omnibus Plan.

options or SARs have been granted under the 2025 Plan or the Omnibus Plan;

all outstanding

awards are restricted stock or restricted stock units with no exercise price.

Omnibus Plan became effective on December 8, 2025, and was adopted by the board of directors

and approved by the Company’s shareholders.

The Omnibus Plan authorizes the issuance

of up to 7,000,000 shares and provides for grants of stock options, share appreciation rights,

restricted shares, restricted share units, and other share-based awards.

As of December 31,

2025, 1,812,425 shares were subject to outstanding awards under the plan and 5,187,575 shares

remained available for future issuance.

awards are a variable element of compensation that allows us to reward our NEOs for their sustained contributions to the Company.

awards reward performance and continued employment by a NEO, with associated benefits to the Company of attracting and retaining employees.

We believe that equity-based compensation, including but not limited to stock options and restricted stock, will provide NEOs with a

strong link to long-term corporate performance and the creation of shareholder value.

Company previously approved the 2024 Plan and the 2025 Plan, pursuant to which, in each case, 2,000,000 shares of our common stock were

previously reserved for issuance (together, the “Prior Plans”).

Effective as of the effective date of the Omnibus Plan, (i)

any awards made under the Prior Plans shall continue to be governed by the terms, conditions and procedures set forth in the Prior Plan

and any applicable award Agreement, and (ii) no further awards shall be made under the Prior Plans.

As of December 31, 2025, 1,314,447

shares remain outstanding pursuant to awards issued under the 2024 Plan and 150,000 shares remain outstanding pursuant to awards issued

under the 2025 Plan.

Prior Plans will terminate, in each case, ten years after the earlier of (i) the date that such Prior Plan was adopted by the board of

directors, or (ii) the date that such Prior Plan was approved by the shareholders, and awards issued under each of the Prior Plans shall

expire as provided in the award agreement with respect thereto.

Omnibus Equity Incentive Plan

Omnibus Plan became effective on December 8, 2025 (the “Omnibus Effective Date”).

The Company believes that the effective

use of long-term, stock-based incentive compensation is integral to the Company’s success and is vital to its ability to achieve

strong performance in the future.

Awards under the Omnibus Plan are intended to align the interests of our executives with those of our

shareholders, enhance the personal stake of executive officers in the growth and success of the Company, and provide for the executive

officers’ continued service at the Company, and provide an opportunity for executives to increase their stock ownership levels.

There are 7,000,000 shares of common stock authorized for issuance under the Omnibus Plan, of which 5,187,575 shares remained available

for future issuance as of December 31, 2025.

The Omnibus Plan will terminate on the tenth anniversary of the Effective Date (as defined

therein), unless earlier terminated by the plan administrator.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder matters

required by this item is incorporated by reference to our proxy statement for our 2025 Annual Meeting of Stockholders.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

required by this item is incorporated by reference to our proxy statement for our 2025 Annual Meeting of Stockholders.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

required by this item is incorporated by reference to our proxy statement for our 2025 Annual Meeting of Stockholders.

Ownership of Certain Beneficial Owners and Management

following table lists, as of April 13, 2026 the number of shares of common stock beneficially owned by:

of our Named Executive Officers;

of our directors;

executive officers and directors as a group;

person, entity or group (as that term is used in Section 13(d)(3) of the Exchange Act) known to the Company to be the beneficial

owner of more than 5% of the outstanding common stock.

relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by

each person using “beneficial ownership” concepts under the rules of the Commission.

Under these rules, a person is

deemed to be a beneficial owner of a security if that person directly or indirectly has or shares voting power, which includes the

power to vote or direct the voting of the security, or investment power, which includes the power to dispose or direct the

disposition of the security.

The person is also deemed to be a beneficial owner of any security of which that person has a right to

acquire beneficial ownership within 60 days of April 13, 2026.

Under the Commission rules, more than one person may be deemed

to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or

she may not have any pecuniary interest.

calculations of the applicable percentage of beneficial ownership are based on 36,208,403 shares of common stock issued and outstanding.

as otherwise indicated, all shares are owned directly.

Except as otherwise indicated, the persons named in the table below have sole

voting and investment power with respect to all shares beneficially owned, subject to community property laws, where applicable.

Name and Address of

Beneficial Owner (1)

Number of Shares of Common Stock

% Common Stock Beneficially Owned

Executive Officers and Directors

Robert Steele (2)

Christopher Ensey

Christopher R.

Total Officers and Directors as a Group (5)

ownership of less than 1%.

otherwise indicated, the business address of each of the individuals is 470 W 200 N STE 18 Salt Lake City, UT 84103.

Consists of (i) 600,000 shares of common stock and (ii) 257,813 shares of common stock issuable upon exercise of

outstanding options.

Excludes 242,188 shares of common stock issuable upon exercise of outstanding options.

Certain relationships and related transactions, and director independence

as set forth below, from January 1, 2024 through the date of this Annual Report, we have not been a party to any transaction or proposed

transaction in which the amount involved in the transaction exceeds the lesser of $120,000 or 1% of the average of our total assets at

year-end for the last two completed fiscal years, and in which any of our directors, executive officers or, to our knowledge, beneficial

owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a

direct or indirect material interest, other than equity and other compensation which are described elsewhere in this Annual Report.

Communications, LLC

November 20, 2025, the Company (then operating as Thumzup Media Corporation) entered into a Services Agreement (the “Original IRTH

Agreement”) with IRTH Communications, LLC (“IRTH”) pursuant to which IRTH agreed to provide investor relations, public

relations, financial communications and strategic consulting services to the Company.

The Original IRTH Agreement had an initial term

of three months, with automatic renewal for successive three-month periods unless terminated upon 30 days’ written notice.

the Original IRTH Agreement, the Company agreed to pay IRTH a non-refundable fixed fee of $30,000 per month, payable quarterly in advance

in installments of $90,000, plus a $10,000 refundable deposit.

the year ended December 31, 2025, the Company paid IRTH an aggregate of $105,000, consisting of $90,000 under the quarterly fixed fee

provision of the Original IRTH Agreement and $15,000 for an institutional, broker and professional investor outreach program.

As of December

31, 2025, there were no amounts payable to or receivable from IRTH.

February 20, 2026, the Company and IRTH entered into Amendment No.

1 to the Services Agreement (the “Amendment”), pursuant

(i) Datacentrex, Inc., as successor-in-interest to Thumzup Media Corporation following the Merger, formally assumed all rights

and obligations under the Original IRTH Agreement;

(ii) the term was extended for a fixed period of six months, commencing February 20,

2026 and expiring August 20, 2026, with no automatic renewal;

(iii) the monthly cash fee was reduced from $30,000 to $15,000, payable

monthly in advance;

and (iv) the Company granted IRTH 60,000 stock options with an exercise price of $2.00 per share, fully vested upon

grant, issued under the Company’s 2025 Omnibus Equity Incentive Plan.

is owned and controlled by Robert Haag.

Haag served as a member of the Company’s board of directors until his resignation effective

October 4, 2025.

Haag was no longer a director at the time the Original IRTH Agreement was executed, he served as a director

during the fiscal year ended December 31, 2025 and, accordingly, the transaction is disclosed as a related party transaction pursuant

to Item 404(a) of Regulation S-K.

Massey served as a member of the Company’s board of directors until her resignation effective December 15, 2025, in connection

with the Merger.

Dietrich served as the Company’s Chief Financial Officer and as a member of the board of directors until his resignation from both

positions effective December 15, 2025, in connection with the Merger.

board of directors has determined that each of Allan L.

Evans, Christopher Moe, and Chris Ensey qualifies as an independent director

under the rules and regulations of The Nasdaq Stock Market LLC.

Parker Scott, the Company’s Chief Executive Officer and Chairman,

and Robert Steele, the Company’s Chief Financial Officer, are not considered independent due to their roles as executive officers

of the Company.

Principal accounting fees and services

following table sets forth the fees billed to us by Haynie & Company, our independent registered public accounting firm for professional

services rendered for the fiscal years ended December 31, 2025 and December 31, 2024.

Audit fees (1)

Audit related fees (2)

All other fees (4)

fees consist of fees for professional services rendered for the audit of our annual financial statements.

Audit-related

fees consist of fees billed for professional services that are reasonably related to the performance of the audit or review of our

financial statements but are not reported under “Audit fees.”

fees consist of fees billed for professional services relating to tax compliance, tax planning and tax advice.

other fees consist of fees billed for services not associated with audit or tax.

Committee’s Pre-Approval Practice

to our engagement of our independent auditor, such engagement was approved by our board of directors.

The services provided under this

engagement may include audit services, audit-related services, tax services and other services.

Pre-approval is generally provided for

up to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific

Pursuant our requirements, the independent auditors and management are required to report to our board of directors at least

quarterly regarding the extent of services provided by the independent auditors in accordance with this pre-approval, and the fees for

the services performed to date.

Our board of directors may also pre-approve particular services on a case-by-case basis.

All audit-related

fees, tax fees and other fees incurred by us were approved by our board of directors.

of Audit and Permissible Non-Audit Services

In accordance with Sarbanes-Oxley,

our audit committee charter requires the audit committee to pre-approve all audit and permitted non-audit services provided by our independent

registered public accounting firm, including the review and approval in advance of our independent registered public accounting firm’s

annual engagement letter and the proposed fees contained therein.

The audit committee has the ability to delegate the authority to pre-approve

non-audit services to one or more designated members of the audit committee.

If such authority is delegated, such delegated members of

the audit committee must report to the full audit committee at the next audit committee meeting all items pre-approved by such delegated

In the fiscal years ended December 31, 2025 and 2024, all of the services performed by our independent registered public accounting

firm were pre-approved by the audit committee.

exhibits, financial statement schedules

Documents filed as part of this Annual Report:

The following documents are filed as part of this report:

Financial Statements:

following documents are included on pages F-1 through F-6 attached hereto and are filed as part of this Annual Report on Form 10-K.

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Sheets as of December 31, 2024 and 2023

of Operations for the Years Ended December 31, 2024 and 2023

of Stockholders’ Deficit for the Years Ended December 31, 2024 and 2023

of Cash Flows for the Years Ended December 31, 2024 and 2023

to Financial Statements

Consolidated Balance Sheet as of December 2025

Consolidated Statement of Operations and Comprehensive Loss for the year ended December 31, 2025

Consolidated Statement of Changes in Stockholders’ Equity for the year ended December 31, 2025

Consolidated Statement of Cash Flows for the year ended December 31, 2025 and 2024

Notes to Consolidated Financial Statements

consolidated financial statements required by this Item are included beginning at page F-1.

Financial Statement Schedules:

financial statement schedules have been submitted because they are not required or are not applicable or because the information required

is included in the financial statements or the notes thereto.

of Incorporation

June 23, 2021

of Amendment to the Articles of Incorporation filed November 4, 2022

December 9, 2022

and Restated Bylaws

June 20, 2024

of Amended and Restated Certificate of Designation of Rights, Powers, Preferences, Privileges and Restrictions of Series A Preferred

Convertible Voting Stock

September 27, 2022

of Amended and Restated Certificate of Designation of Rights, Powers, Preferences, Privileges and Restrictions of Series B Preferred

Convertible Voting Stock

March 20, 2024

of Common Stock Certificate

June 23, 2021

Description of Registrant’s Securities

October 28, 2024

of Securities Purchase Agreement

September 27, 2022

of Escrow Agreement

December 9, 2022

of Subscription Agreement

December 9, 2022

of Securities Purchase Agreement

of Underwriting Agreement with Dawson James Securities, Inc.

of Representative Warrant issued to Dawson James Securities, Inc.

July 26, 2024

Agreement by and between the Company and Robert Steele dated October 18, 2022

December 9, 2022

Amendment to Employment Agreement by and between the Company and Robert Steele dated June 1, 2023

March 19, 2024

Employment Agreement by and between the Company and Robert Steele dated May 13, 2024

Employment Agreement by and between the Company and Isaac Dietrich, dated May 21, 2024

of Promissory Note by and between the Company and Westside Strategic Partners, LLC dated December 4, 2023

March 19, 2024

of Promissory Note by and between the Company and Westside Strategic Partners, LLC dated August 26, 2024

August 26, 2024

of Promissory Note by and between the Company and Westside Strategic Partners, LLC dated September 24, 2024

Form of Promissory Note by and between the Company and Westside Strategic Partners, LLC dated October 21, 2024

Form of Promissory Note by and between the Company and Westside Strategic Partners, LLC dated October 28, 2024

Equity Incentive Plan

1 to 2024 Equity Incentive Plan

of Conduct And Ethics

Recovery Policy

Certification

of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley

Certification

of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley

Certification

of the Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C.

Section 1350, as adopted pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

Certification

of the Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C.

Section 1350, as adopted pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

financial statement schedules have been omitted because they are not applicable, not required or the information required is shown in

the consolidated financial statements or the notes thereto.

Agreement and Plan of Merger, dated as of August 19, 2025, by and among Thumzup Media Corporation, TZUP Merger Sub., Inc.

and Dogehash Technologies, Inc.

(incorporated by reference to Exhibit 2.1 to Company’s Current Report on Form 8-K filed with the SEC on August 22, 2025).

Articles of Incorporation, filed on October 27, 2020, as amended (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 dated October 9, 2024).

Certificate of Amendment to the Articles of Incorporation, filed on November 4, 2022 (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 filed with the SEC on October 9, 2024).

Certificate of Amendment to Amended and Restated Articles of Incorporation dated December 15, 2025 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on December 15, 2025).

Amended and Restated Bylaws (incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form S-1 filed with the SEC on October 9, 2024).

Amendment to Amended and Restated Bylaws of Thumzup Media Corporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 21, 2025).

Form of Withdrawal of Designation of Series B Convertible Preferred Stock, dated July 18, 2025 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on July 21, 2025).

Amended and Restated Certificate of Designation of Rights, Powers, Preferences, Privileges and Restrictions of Series A Preferred Convertible Voting Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 27, 2022).

Certificate of Designation, Preferences, Rights and Limitations of Series C Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 23, 2025).

Amendment to the Certificate of Designation, Preferences, Rights and Limitations of Series C Convertible Preferred Stock dated June 30, 2025 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 7, 2025).

Form of Withdrawal of Designation of Series C Convertible Preferred Stock, dated September 12, 2025 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on September 12, 2025).

Certificate of Correction, dated December 4, 2025, to the Amended and Restated Certificate of Designation of Rights, Powers, Preferences, Privileges and Restrictions of Series A Preferred Convertible Voting Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 5, 2025).

Articles of Merger, effective December 15, 2025 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 15, 2025).

Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock, dated December 15, 2025 (incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K filed with the SEC on December 15, 2025).

Specimen Common Stock Certificate of the Registrant (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1/A filed with the SEC on June 10, 2021).

Form of Representative Warrant issued to Dawson James Securities, Inc.

(incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1/A filed with the SEC on July 26, 2024).

Articles of Merger, effective December 15, 2025 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 15, 2025).

Placement Agent Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 7, 2025).

Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 12, 2025).

Form of Pre-Funded Warrant (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 31, 2026).

Form of Placement Agent Warrant (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on March 31, 2026).

Description of the Registrant’s Securities

Executive Employment Agreement by and between the Company and Robert Steele dated May 13, 2024 (incorporated by reference to Exhibit 10.10 to the Company’s Registration Statement on Form S-1 filed with the SEC on May 30, 2024).

Executive Employment Agreement by and between the Company and Isaac Dietrich, dated May 21, 2024 (incorporated by reference to Exhibit 10.11 to the Company’s Registration Statement on Form S-1 filed with the SEC on May 30, 2024).

2024 Equity Incentive Plan (incorporated by reference to Exhibit 10.12 to the Company’s Registration Statement on Form S-1/A filed with the SEC on July 11, 2024).

Amendment No.

1 to 2024 Equity Incentive Plan (incorporated by reference to Exhibit 10.14 to the Company’s Registration Statement on Form S-1/A filed with the SEC on August 26, 2024).

Master Loan Agreement, dated as of May 12, 2025, by and among the Company, Coinbase Credit, Inc.

and Coinbase Inc.

(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 13, 2025).

Thumzup Media Corporation 2025 Equity Incentive Plan (incorporated by reference to Exhibit A to the Company’s Information Statement on Schedule 14C filed with the Commission on May 12, 2025, as amended)

Placement Agency Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 7, 2025).

Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on July 7, 2025).

Form of Restricted Stock Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 6, 2025).

Placement Agency Agreement by and between the Company and Dominari Securities LLC dated August 11, 2025 (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 12, 2025).

Financial Advisory Agreement by and between the Company and American Ventures LLC, Series XVIII DOGE TREAS dated August 12, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 12, 2025).

Note issued on September 24, 2025 by Dogehash Technologies, Inc.

and USDE Acquisition, Inc.

in favor of the Company (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 30, 2025).

Security Agreement dated September 24, 2025 by and among the Company, Dogehash Technologies, Inc.

and USDE Acquisition, Inc.

(incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on September 30, 2025).

Subordination Agreement dated September 24, 2025 by and among the Company, the Secured Lender and Dogehash Technologies, Inc.

and USDE Acquisition, Inc.

(incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on September 30, 2025).

Employment Agreement by and between the Company and Parker Scott dated December 29, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 2, 2026).

Form of Independent Director Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on January 2, 2026).

Form of USDE Lockup Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on January 2, 2026).

Form of Founders Lockup Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on January 2, 2026).

2025 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-8 filed with the SEC on March 11, 2026).

Placement Agency Agreement by and between the Company and Dominari Securities LLC dated March 26, 2026 (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 31, 2026).

Insider Trading Policy

Subsidiaries of Registrant

Consent of Haynie & Company, Independent Registered Public Accounting Firm

Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of the Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Certification of the Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Compensation Recovery Policy (incorporated by reference to Exhibit 99.4 to the Company’s Registration Statement on Form S-1/A filed with the SEC on May 30, 2024).

XBRL Instance Document

7 unchanged sentences

FORM 10-K SUMMARY

accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned,

thereunto duly authorized on March 11, 2025.

Media Corporation

Robert Steele

Executive Officer

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed

on its behalf by the undersigned, thereunto duly authorized.

April 13, 2026

and Chief Executive Officer

Executive Officer)

Isaac Dietrich

April 13, 2026

Robert Steele

Financial Officer

Financial/Accounting Officer)

accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant

and in the capacities and on the dates indicated.

Financial Officer)

POWER OF ATTORNEY

ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Parker Scott as his attorney-in-fact,

with full power of substitution and resubstitution, for him in any and all capacities, to sign any and all amendments to this Annual

Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and

Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite

and necessary to be done in connection therewith as fully to all intents and purposes as he might or could do in person, hereby ratifying

and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

registrant and in the capacities and on the dates indicated.

Executive Officer and Chairman

Executive Officer)

Robert Steele

Executive Officer (Principal Executive Officer) and

of the Board of Directors

Isaac Dietrich

Financial Officer

Financial and Accounting Officer)

Joanna Massey

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Board of Directors and

of Thumzup Media Corporation

on the Financial Statements

have audited the accompanying balance sheets of Thumzup Media Corporation (the Company) as of December 31, 2024 and 2023, and the related

statements of operations, stockholders’ equity, and cash flows for each of the years in the two year period ended December 31,

2024 and 2023, and the related notes (collectively referred to as the financial statements).

In our opinion, the financial statements

present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of

its operations and its cash flows for each of the years in the two year period ended December 31, 2024 and 2023, in conformity with accounting

principles generally accepted in the United States of America.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities

laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits,

we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

Financial Officer)

Christopher Ensey

Christopher R.

Report of Independent Registered Public Accounting Firm

To the Board of Directors and

Stockholders of Datacentrex, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance

sheet of Datacentrex, Inc.

(the Company) as of December 31, 2025, and the related consolidated statements of operations, changes in stockholders’

equity, and cash flows for the year then ended, and the related notes (collectively referred to as the financial statements).

In our opinion,

the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and

the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted

in the United States of America.

Basis for Opinion

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are

required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and

regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards

of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements

are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform,

an audit of its internal control over financial reporting.

As part of our audit, we are required to obtain an understanding of internal

control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal

control over financial reporting.

Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits

provide a reasonable basis for our opinion

Haynie & Company

Salt Lake City, Utah

have served as the Company’s auditor since 2021.

MEDIA CORPORATION

Our audit included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Salt Lake City, UT

April 13, 2026

We have served as the Company’s auditor since 2025.

BALANCE SHEETS

December 31, 2025

Current assets:

Cash and cash equivalents

Digital assets, at fair value

Prepaid expenses

Total current assets

Equipment, net

Capitalized software costs, net

Property and equipment,

Computers, net

Deposits for equipment

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable and accrued

payroll and related

Accounts payable and accrued expenses

Total current liabilities

Commitments and contingencies

Stockholders’ equity:

Preferred stock - 25,000,000

shares authorized:

Preferred stock - Series

A, $ 0.001 par value, $ 45,000 stated value, 1,000,000 shares authorized;

153,411 and 142,769 shares issued and outstanding

Preferred stock - Series

B, $ 0.001 par value, $ 50,000 stated value, 40,000 shares authorized;

16,100 and - shares issued and outstanding

Preferred stock - Series A, $ 0.001 par value, $ 45.00 stated value, 1,000,000 shares authorized;

158,420 shares issued and outstanding

Preferred stock - Series D, $ 0.001 par value, $ 4.34 stated value, 1,000,000 shares authorized;

16,210 shares issued and outstanding

Preferred stock value

Common stock, $ 0.001 par

value, 250,000,000 shares authorized;

9,400,535 and 7,656,488 shares issued and outstanding, respectively

Common stock, .001 par value, 250,000,000 shares authorized, Common stock, $ 0.001 par value, 250,000,000 shares authorized;

30,375,530 shares issued and outstanding.

Treasury stock, at cost – 59,191 shares

Additional paid in capital

( 9,691,708 )

Accumulated deficit

( 8,502,885 )

stockholders’ equity

Total liabilities and

stockholders’ equity

accompanying notes are an integral part of these financial statements.

MEDIA CORPORATION

OF OPERATIONS

the Years Ended December 31,

Operating Expenses:

Cost of revenues

Sales and marketing

Research and development

Professional and consulting

General and administrative

and amortization

Total stockholders’ equity

Total liabilities and stockholders’ equity

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

STATEMENTS OF OPERATIONS

For the Year ended

December 31, 2025

Cost of revenue

Operating Expenses:

General and administrative expenses

Depreciation and amortization

Stock based compensation

Total Operating Expenses

Loss From Operations

( 7,918,371 )

( 2,519,030 )

Other Income (Expense):

Interest income

Expense for liquidated

damages/Interest Income

Other Income (Expense)

Net realized and unrealized losses, digital assets

Interest expense, net

Total Other Income (Expense)

Net Loss Before Income Taxes

( 8,502,885 )

( 3,324,180 )

Provision for Income Taxes

( 3,999,905 )

( 3,324,180 )

Dividends on preferred stock

Net Income (Loss) Available

to Common Stockholders

$ ( 3,999,905 )

Provision for Income Taxes (Benefit)

( 8,502,885 )

Net Income (Loss) Per Common Share:

Net Loss Per Common Share:

Weighted Average Common Shares Outstanding:

accompanying notes are an integral part of these financial statements.

MEDIA CORPORATION

OF STOCKHOLDERS’ EQUITY

THE YEARS ENDED DECEMBER 31, 2024 AND 2023

Balance at December 31, 2022

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

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

YEAR ENDED DECEMBER 31, 2025

Treasury stock

Paid -In Capital

Members’ Equity

Preferred stock

Class A-1 Units

Class A-2 Units

Treasury stock

Paid -In Capital

Members’ Equity

BALANCE — January 13, 2025

Issuance of Class A-1 Units

Issuance of Class A-2 Units net of issuance costs and escrow fees

Effect of reverses recapitalization

( 11,215,625 )

Preferred Series A issued for dividends

Preferred Series A issued for liquidated damages

Common Stock issued for services rendered

Common Stock issued for Reg A + offering and

Common Stock offering costs

Stock subscription receivable received

Common stock issued for liquidated damages

and accrued interest

( 17,945,000 )

( 5,794,556 )

Balance at December 31, 2023

( 10,422,402 )

Stock based compensation

Treasury stock repurchase

( 8,502,885 )

Common Stock issued for investment, net

Common Stock issued for services rendered and

to be rendered

Common Stock issued for Series A conversion

Common Stock issued for Series B dividend

Series B issued for investment

Preferred Series A issued for dividends

Issuance costs - Preferred Series B

( 8,502,885 )

BALANCE — December 31, 2025

$ ( 274,321 )

Balance at December 31, 2024

$ ( 8,502,885 )

$ ( 274,321 )

accompanying notes are an integral part of these financial statements.

THUMZUP MEDIA CORPORATION

the Years Ended December 31,

$ ( 8,502,885 )

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

STATEMENTS OF CASHFLOWS

For The Year Ended

December 31, 2025

Cash flows from operating activities:

$ ( 8,502,885 )

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization expense

Stock based compensation

Digital asset mining revenue

( 6,963,477 )

Adjustments to reconcile net loss to net cash

used in operating activities:

Depreciation and amortization

Stock issued for services

Preferred stock dividend

paid with stock

Preferred stock issued

for liquidated damages

Common stock issued for

liquidated damages

Net unrealized and realized loss on digital assets

Loss on sale of equipment

Changes in operating assets and liabilities:

Prepaid expenses

Accounts payable and accrued

damages and accrued interest

cash used in operating activities

( 3,485,899 )

Prepaid expense

Accounts payable and accrued expenses

Net cash used in operating activities

( 6,447,474 )

Cash flows from investing activities:

Purchases of property and

software costs

cash used in investing activities

Purchase of equipment

( 25,938,181 )

Proceeds from sale of equipment

Payments for deposits on equipment

( 3,600,100 )

Proceeds from sale of digital assets

Net cash used in investing activities

( 24,866,515 )

Cash flows from financing activities:

Proceeds from sale of common

Subscription receivable

Proceeds from loan - related

Repayment of loan principal

- related party

Costs incurred for equity

from sale of preferred stock

cash provided by financing activities

Net (decrease) increase in cash

Cash, beginning of year

Cash, end of year

Proceeds long term debt, net of discount

Repayments of long term debt

( 8,550,000 )

Cash acquired in reverse recapitalization

Repurchase of treasury stock

Proceeds from issuance of Class A-1 Units

Proceeds from issuance of Class A-2 Units, net of costs

Net cash provided by financing activities

Net increase in cash

Cash, beginning of period

Cash, end of period

Supplemental disclosures of cash flow information:

paid during period for interest

paid during period for taxes

Supplemental disclosure of non-cash investing

and financing activities:

accompanying notes are an integral part of these financial statements.

Media Corporation

to Financial Statements

Cash paid during period for interest

Supplemental disclosures of non-cash financing activities:

Assets acquired in connection with the reverse recapitalization

Other liabilities assumed in connection with the reverse recapitalization

$ ( 127,612 )

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

to the Consolidated Financial Statements

1 - Business Organization and Nature of Operations

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, 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.

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.

(“DTCX” or the “Company”), formerly Thumzup Media Corporation (“Thumzup” or “TZUP”) was

incorporated on October 27, 2020, under the laws of the State of Nevada, and its headquarters is located in Los Angeles, California.

In December 2025, The Company completed a merger with Dogehash Technologies Inc (“Dogehash”) which was accounted for a reverse

recapitalization as described in Note 2.

Thumzup’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 (“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.

Dogehash is a digital asset mining company focused on mining Dogecoins

(“DOGE”) and other Litecoins (“LTC”).

The Company was incorporated in the state of Nevada in July 2025.

acquired, through an asset purchase agreement effective July 25, 2025, US Data and Energy, LLC who commenced operations in January 2025

and is the historical operating entity included in these financial statements.

2 – Reverse Recapitalization

August 18, 2025 (the “Agreement Date”), Thumzup Media Corporation (“Thumzup”), through its wholly owned subsidiary

TZUP Merger Sub, Inc., entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Dogehash Technologies Inc.

Under the terms of the Merger Agreement, TZUP Merger Sub, Inc.

merged with and into DTCX, with DTCX surviving as

the post-merger entity.

In exchange, Thumzup agreed to issue 30.075 million shares of Thumzup common stock as consideration for 100 %

of the outstanding shares of DTCX as of the Agreement Date.

December 8, 2025, the shareholders of Thumzup approved the merger.

The transaction closed on December 15, 2025 (the “Effective

Date”), upon completion of all required regulatory filings and the receipt of NASDAQ approval.

At the Effective Date, Thumzup issued

13,835,188 shares of common stock and 16,239.812 shares of Series D convertible preferred stock as consideration for the acquisition

of all remaining outstanding DTCX common shares.

December 15, 2025, Thumzup and DTCX completed a reverse recapitalization (the “Transaction”).

For accounting purposes, the

Transaction was treated as a reverse recapitalization in accordance with ASC 805-40, Reverse Acquisitions, with Dogehash Technologies

identified as the accounting acquirer and Thumzup identified as the legal acquirer.

consolidated financial statements reflect the historical financial statements of Dogehash, as Dogehash is considered the continuing reporting

entity for accounting purposes.

Thumzup’s assets, liabilities, and results of operations are included in the consolidated financial

statements only from the Effective Date forward.

Thumzup’s historical financial statements are not included for periods prior to

the Transaction because such information represents the operations of the legal acquirer, not the accounting acquirer.

the accounting acquirer, Dogehash, was incorporated in fiscal year 2025 and did not have historical operations, it did not prepare stand-alone

financial statements prior to the Transaction, the Company is presenting only current-period information in these consolidated financial

No comparative period or prior-year financial information is presented.

Accordingly, the consolidated financial statements

The assets, liabilities, and operations of Dogehash for the period presented;

the assets and liabilities of Thumzup recognized

as of the Effective Date, recorded at historical cost, consistent with the accounting requirements of a reverse recapitalization (no

goodwill or intangible assets are recognized);

and the results of operations of Thumzup from December 15, 2025 through the end of the

reporting period.

transactions completed by Thumzup are presented for the period from December 15, 2025 through December 31, 2025, while the results for

the year ended December 31, 2025 reflect the accounting acquirer’s operations

share and per-share amounts presented in these consolidated financial statements have been retroactively adjusted, as applicable, to

reflect the equity structure of Thumzup, the legal acquirer and surviving publicly traded entity, in accordance with reverse recapitalization

3 – Summary of Significant Accounting Policies

of Presentation -

accompanying financial statements and related notes have been prepared in accordance with accounting principles generally accepted in

the United States of America (“U.S.

GAAP”) and in accordance with the rules and regulations of the United States Securities

and Exchange Commission (the “SEC”) with respect to Form 10-K.

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.

of Presentation and Consolidation

accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the

United States of America (“US GAAP”).

The Company’s financial statements have been prepared on a consolidated basis

and as of December 31, 2025 and for the year ended December 31, 2025 include the consolidated accounts of the Company.

All significant

intercompany accounts and transactions have been eliminated in the consolidated financial statements herein.

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.

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 accounting for digital assets, revenue recognition, useful

lives of equipment and the evaluation allowance related to deferred tax assets.

Actual results may differ from these estimates.

Value Measurement

defined in GAAP, fair value represents the amount that would be received to sell an asset or paid to transfer a liability in an orderly

transaction between market participants.

As a result, fair value is a market-based approach that should be determined based on assumptions

that market participants would use in pricing an asset or a liability.

As a basis for considering these assumptions, GAAP defines a three-tier

value hierarchy that prioritizes the inputs used in the valuation methodologies in measuring fair value.

1 - Quoted prices in active markets for identical assets or liabilities.

2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities,

quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for

substantially the full term of the assets or liabilities.

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

fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when

measuring fair value.

and Cash Equivalents

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less when purchased.

of December 31, 2024 and 2023, the Company’s cash and cash equivalents consisted of $ 4,680,840 and $ 259,212 , respectively.

Company maintains its cash in banks insured by the Federal Deposit Insurance Corporation in accounts that at times may be in excess of

of December 31, 2025, the Company’s cash and cash equivalents consisted of $ 38,919,486 , respectively.

The Company maintains its

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

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

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

At December 31, 2024 and 2023, the uninsured balances amounted to $ 3,772,766 and $ 259,212 , respectively.

There is a risk the Company

may lose uninsured balances over the FDIC insurance limit.

of December 31, 2024 and December 31, 2023, the Company had $ 141,300 and $ 6,321 in prepaid expenses, respectively.

The Company’s

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

and Equipment

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

useful lives.

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

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

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

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

estimated useful life for computer equipment is three years .

We evaluate the appropriateness of remaining depreciable lives assigned

to computer equipment at the end of each fiscal year.

Depreciation expense for the years ended December 31, 2024 and December 31, 2023

was $ 3,500 and $ 3,499 , respectively.

Alleviation of Going Concern

The Company incurred losses of $ 3,999,905 ,

utilized $ 3,485,899 cash in operating activities, and did not generate substantial revenues during the year ended December 31, 2024.

indicators of a potential going concern were alleviated by cash balances of $ 4,680,840 and working capital of $ 4,503,974 at December 31,

2024, along with its successful Nasdaq listing.

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

from the issuance of these financial statements.

Company recognizes revenue when services are realized.

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

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

The Company’s

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

accordance with ASC 606, the Company recognizes revenue upon the transfer of promised goods or services to customers in an amount that

reflects the consideration to which the Company expects to be entitled in exchange for those goods or services.

The Company recognizes

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

the contract(s) with a customer;

the performance obligation in the contract;

the transaction price;

the transaction price to the performance obligations in the contract;

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

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

platform which incentivizes users to leave reviews of our clients.

Our sole performance obligation in the transaction is to connect clients

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

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).

We have concluded that we are the agent in our current transactions as we arrange 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 we are 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.

of Goods Sold

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

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

All client deposits for services are recorded as a client

deposit liability upon receipt.

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

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

to the Company as revenue.

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

market accounts.

At December 31, 2025, the uninsured balances amounted to $ 37,914,117 .

There is a risk the Company may lose uninsured balances over the

FDIC insurance limit.

The Company has not experienced any such losses.

Company holds digital assets classified as indefinite-lived intangible assets in accordance with Accounting Standard Update (“ASU”)

2023-08, “Accounting for and Disclosure of Crypto Assets.” These crypto assets are measured at fair value on a recurring

As part of its scope assessment, the Company evaluated all digital assets held during the years ended December 31, 2025, to determine

whether they meet the criteria for recognition under ASU 2023-08.

Based on this assessment, the Company concluded that its holdings of

Bitcoin, Dogecoin and other Litecoins are in-scope digital assets.

These assets are actively traded, held in custodial arrangements with

enforceable rights, and used in operations or treasury activities.

Further, the Company noted there are no digital assets that are not

actively used, lack enforceable ownership rights, or are immaterial in value during the year ended December 31, 2025.

Company determines the fair value of its in-scope digital assets using the market approach, primarily based on observable market prices

in active exchanges.

The valuation process considers relevant inputs such as exchange prices of similar digital assets, liquidity, and

market depth.

The fair value measurements are classified within Level 1 of the fair value hierarchy, as the inputs are quoted prices

in active markets for identical assets.

As of December 31, 2025, the Company’s digital assets are recorded at a fair value of $ 4,430,202 .

During the year ended December 31, 2025, the Company recognized a net unrealized and realized loss of $ 443,696 in the consolidated statements

of operations and related to changes in fair value of digital assets.

The Company continuously evaluates the fair value of its digital

assets, considering market conditions and other factors that may impact valuation.

There were no significant changes in the valuation

techniques or inputs used during the reporting period.

of long-lived assets

reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may

not be recoverable.

Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to undiscounted

future cash flows expected to be generated by the asset.

If such assets are considered to be impaired, the impairment to be recognized

is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets.

There we no impairment recognized

during the year ended or as of December 31, 2025.

Expenses and Other Assets

of December 31, 2025, the Company had $ 468,817 of prepaid expenses which primarily consisted of premiums on insurance policies and prepaid

power charges associated with its locations.

As of December 31, 2025, the Company had $ 621,660 of other assets which primarily consisted

of hosting deposits for its colocation locations.

See Note 7 for further details on the Company’s colocation arrangements.

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

estimated useful lives.

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

of operations.

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

capitalized in the period incurred.

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 consolidated statements of operations in gains

from sales of property and equipment, net.

The estimated useful life for mining equipment and computer equipment is 2 two and three

years , respectfully.

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

end of each fiscal year.

Software Costs

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

In accordance with authoritative

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

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

project would be completed and the software would be used as intended.

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

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

Costs incurred prior to meeting these

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

on our 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.

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

In accordance with authoritative guidance,

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

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

be completed and the software would be used as intended.

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

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

Costs incurred prior to meeting these criteria

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

statements of operations.

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

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

Company does not capitalize any testing or maintenance costs.

The accounting for these capitalized software costs requires us to make

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

For the years ended December 31, 2024 and 2023, we capitalized $ 200,830 and $ 168,513 of costs related to the development of software

applications, respectively.

Amortization of capitalized software costs was $ 94,817 and $ 25,899 for the for the years ended December 31,

2024 and 2023, respectively.

The balance of capitalized software was $ 248,627 and $ 142,614 , net of accumulated amortization of $ 120,716

and $ 25,899 at December 31, 2024 and 2023, 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.

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

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

ASC 740 considers the differences between financial

statement treatment and tax treatment of certain transactions.

Deferred tax assets and liabilities are recognized for the future tax

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

respective tax bases.

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

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

The effect of a change in tax rate is recognized

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

Company has no tax positions as of December 31, 2024 and 2023 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 years ending December 31, 2024 and 2023, the Company recognized no interest and penalties.

Company maintains the 2024 Equity Incentive Plan (as amended, the “2024 Equity Incentive Plan”), Under the 2024 Equity Incentive

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

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

stock-based awards.

Additionally, under the 2024 Equity Plan, awards may be and have been granted that are subject to the achievement

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

Company engages in digital asset mining utilizing the Scrypt hashing algorithm which falls outside of ASC 606, Revenue from Contracts

with Customers.

Company engages in the mining of digital assets, primarily utilizing the Scrypt hashing algorithm, such as Litecoin (LTC) and Dogecoin

Scrypt is a cryptographic proof-of-work algorithm designed to be computationally and memory intensive, offering an alternative

to the SHA-256 algorithm used in Bitcoin mining.

mining involves solving complex mathematical problems that require both processing power and memory bandwidth.

This algorithm supports

the security and integrity of blockchain networks by making it economically impractical to manipulate transaction data.

The Company utilizes

specialized mining equipment optimized for the Scrypt algorithm to maximize efficiency and output.

The Company participates in merged

mining of Litecoin and Dogecoin, leveraging the Scrypt algorithm to simultaneously validate blocks on both blockchain networks.

Scrypt mining, there is no contract with a customer as the mining rewards area granted by the decentralized blockchain protocol and not

a party entering into a contractual agreement.

Therefore, Revenue is recognized when control of the mined digital assets is obtained

and transferred to a digital wallet, measured at the fair market value of the assets at the time of receipt.

Fair value is based on a

principal or most advantageous market, using observable market prices from reputable exchanges.

Company’s cost of revenue consists primarily of direct production costs related to mining operations, including electricity costs,

and other relevant costs paid to our hosting facilities in accordance with the colocation agreement.

and Marketing

and marketing expenses primarily include costs related to advertising and marketing programs.

Sales and marketing costs are expensed

as incurred and totaled $ 2,804 for year ended December 31, 2025 and are included in general and administrative expenses on the consolidated

statement of operations.

Company accounts for income taxes under the asset and liability method, which requires that deferred income taxes be provided for temporary

differences between the tax basis of the Company’s assets and liabilities and their financial statement carrying amount.

deferred tax assets are recorded for the future benefit of utilizing net operating losses and research and development tax credit carryforwards.

A valuation allowance is provided against deferred tax assets unless it is more likely than not that they will be realized.

judgment is required in determining any valuation allowance recorded against deferred tax assets.

In assessing the need for a valuation

allowance, the Company considers all available evidence, including past operating results, estimates of future taxable income and the

feasibility of tax planning strategies.

the event that the Company changes its determination as to the amount of deferred tax assets that is more likely than not to be realized,

the Company will adjust its valuation allowance with a corresponding impact to the provision for income taxes in the period in which

such determination is made.

The Company follows the authoritative guidance regarding uncertain tax positions.

This guidance requires

that realization of an uncertain income tax position must be more likely than not (i.e., greater than 50% likelihood of receiving a benefit)

before it can be recognized in the financial statements.

The guidance further prescribes the benefit to be realized assumes a review

by tax authorities having all relevant information and applying current conventions.

segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed

by the Chief Operating Decision Maker (the “CODM”) in deciding how to allocate resources to an individual segment and in

assessing performance.

The Company’s Chief Executive Officer is the Company’s CODM.

The CODM reviews financial information

for purposes of making operating decisions, allocating resources, and evaluating financial performance.

While the Company does have revenue

from multiple products, no measures of profitability by product are available, so discrete financial information is not available for

each such component.

As such, the Company has determined that it operates as one operating segment and one reportable segment.

Company maintains its 2024 Equity Incentive Plan 2025 Equity Incentive Plan and 2025 Omnibus Equity Incentive plan (collectively,

the “Equity Plans”), under which, the Company’s employees, officers, directors, and other eligible participants

may be and have been awarded various types of share-based compensation, including options to purchase shares of the Company’s

common stock, restricted stock units (“RSUs”), and other stock-based awards.

Additionally, under the Equity Plans, awards may be and have

been granted that are subject to the achievement of one or more performance measures established by the Company’s board of

directors or a duly authorized committee thereof.

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

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

Company recognizes share-based compensation expense for service-conditioned awards granted under the 2024 Equity Incentive Plan on a

straight-line basis over the requisite service period (generally, the vesting period for service-conditioned awards under the 2024 Equity

Incentive Plan.

Note 6, Stock Options, to the Financial Statements for further information regarding the 2024 Equity Incentive Plan, related

share-based compensation expense, and assumptions used in determining fair value.

Earnings (Loss) Per Common Share

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

Net loss per common share is computed by dividing

net loss by the weighted average number of shares of common stock outstanding during the year.

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

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

Note 9, Stock Options, to the financial statements for further information regarding the Equity Plans, related share-based compensation

expense, and assumptions used in determining fair value.

February 26, 2025, the Thumzup board of directors approved a share repurchase program authorizing the Company to purchase up to an aggregate

of $ 1 million of 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 deemed appropriate, based on factors

such as market conditions, legal requirements and other business considerations.

September 23, 2025, the Thumzup board of directors approved a share repurchase program authorizing the Company to purchase up to an aggregate

of $ 10 million of common stock.

Subject to applicable rules and regulations, the shares may be purchased from time to time in the open

Such purchases will be at times and in amounts as deemed appropriate, based on factors such as market conditions, cash reserves,

cash flows and other business considerations.

Company accounts for treasury stock at cost.

During the period ended December 31, 2025, the Company repurchased 59,191 shares of common

stock for approximately $ 274,231 under its share repurchase program.

of December 31, 2025, the Company had $ 274,231 in treasury stock.

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

At December 31, 2025, 174,630 shares

were issued and outstanding.

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

At December 31, 2025, 30,375,530 shares

were issued and outstanding.

2025, the Company issued 11,215,625 Class A -1 units for cash proceeds of $ 17,945,000 .

2025, the Company issued 5,794,556 Class A – 2 units for cash proceeds of $ 10,422,402 and incurred issuance costs, including escrow

fees, totaling approximately $ 1,167,000 .

member units were eliminated upon the consummation of the transaction between Dogehash and Thumzup.

Loss Per Common Share

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

Net loss per common share is computed by dividing net

loss by the weighted average number of shares of common stock outstanding during the year.

Diluted earnings per share, if presented,

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

computation of basic and diluted income (loss) per share, for the year ended December 31, 2024 and 2023 excludes potentially dilutive

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

common stock during the period.

computation of basic and diluted loss per share, for the years ended December 31, 2025, excludes potentially dilutive securities when

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

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

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

Common shares issuable upon conversion

of preferred stock

Common shares issuable upon exercise of options

Common shares issuable upon exercise of warrants

Common shares issuable upon exercise of

Total potentially dilutive

Accounting Pronouncements

Common shares issuable upon conversion of preferred stock

Total potentially dilutive shares

Accounting Pronouncements Adopted

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

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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.

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

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

statements of cash flows and disclosures.

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

any subsequent increases or decreases in fair value will be recognized as incurred in the Company’s Statements of

Operations, and the fair value of the Company’s bitcoin will be reflected within the Company’s Balance Sheets

each reporting period-end.

Additionally, the Company will provide quantitative and qualitative disclosures to meet the new requirements

under ASU 2023-08, including a roll-forward of its bitcoin holdings during the reporting period and period-end cost basis, fair value,

number of units held, and restrictions.

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

Among other things, unless an exemption by statute

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

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

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

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

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

For purposes of calculating the adjusted financial

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

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

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

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

Accordingly, as a result of the

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

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

years 2026 and beyond.

If the Company becomes subject to the CAMT, it could result in a material tax obligation that the Company would

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

December 2023, the FASB issued Accounting Standards Update No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures

(“ASU 2023-09”).

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

and income taxes paid information.

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

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

Companies will also

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

also disaggregated by individual jurisdictions above a quantitative threshold.

The standard is effective for the Company for annual periods

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

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

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 consolidated balance sheets, 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 consolidated

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

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.

November 2023, the FASB issued Accounting Standards Update No.

9 unchanged sentences

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 will adopt 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.

In December 2023, the FASB issued Accounting Standards

2023-09, Income Taxes (Topic 740):

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

ASU 2023-09 requires

enhanced disclosures surrounding income taxes, particularly related to rate reconciliation and income taxes paid information.

In particular,

on an annual basis, companies will be required to disclose specific categories in the rate reconciliation and provide additional information

for reconciling items that meet a quantitative threshold.

Companies will also be required to disclose, on an annual basis, the amount

of income taxes paid, disaggregated by federal, state, and foreign taxes, and also disaggregated by individual jurisdictions above a quantitative

The standard is effective for the Company for annual periods beginning January 1, 2025, on a prospective basis, with retrospective

application permitted for all prior periods presented.

The Company adopted ASU 2023-09 and it did not have a material impact on the Company’s

financial reporting or disclosures.

Accounting Pronouncements Not Yet Adopted

Disaggregation

4 unchanged sentences

ASU 2024-03 requires specified information about certain

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

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

Entities will

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

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

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

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

Entities will also

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

The standard is

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

applied either prospectively or retrospectively.

5 unchanged sentences

or cash flows.

3 – Non-Convertible Notes

December 4, 2023, Westside entered into a Promissory Note with the Company for $ 30,000 (“First Westside Note”).

Westside Note carried an interest rate of 0 % and matured on December 8, 2023 .

The Company repaid the First Westside Note in full on December

5, 2023 for $ 30,000 .

The First Westside Note is retired.

August 26, 2024, Westside entered into a Promissory Note with the Company for $ 60,000 (“Second Westside Note”).

Westside Note carries an interest rate of 10 % per annum and matures on the earlier of (i) October 25, 2024, (ii) receipt of $1,000,000

or more in investment capital, or (iii) within 5 days of uplisting to Nasdaq .

There is a default interest rate of 15 % and the note can

be prepaid without penalty.

During the year ended December 31, 2024, $ 1,068 in interest accrued on the Second Westside Note.

30, 2024, the Company repaid principal of $ 60,000 together with accrued interest of $ 1,068 .

The Second Westside Note is retired.

September 24, 2024, Westside entered into a Promissory Note with the Company for $ 80,000 (“Third Westside Note”).

Westside Note carries an interest rate of 10 % per annum and matures on the earlier of (i) October 25, 2024, (ii) receipt of $1,000,000

or more in investment capital, or (iii) within 5 days of uplisting to Nasdaq .

There is a default interest rate of 15 % and the note can

be prepaid without penalty.

During the year ended December 31, 2024 , $ 789 in interest accrued

on the Third Westside Note.

On October 30, 2024, the Company repaid principal of $ 80,000 together with accrued interest of $ 789 .

Third Westside Note is retired.

October 21, 2024, Westside entered into a Promissory Note with the Company for $ 50,000 (“Fourth Westside Note”).

Westside Note carries an interest rate of 10 % per annum and matures on the earlier of (i) November 25, 2024, (ii) receipt of $1,000,000

or more in investment capital, or (iii) within 5 days of uplisting to Nasdaq .

There is a default interest rate of 15 % and the note can

be prepaid without penalty.

During the year ended December 31, 2024 , $ 123 in interest accrued

on the Fourth Westside Note.

On October 30, 2024, the Company repaid principal of $ 50,000 together with accrued interest of $ 123 .

Fourth Westside Note is retired.

October 28, 2024, Westside entered into a Promissory Note with the Company for $ 20,000 (“Fifth Westside Note”).

Westside Note carries an interest rate of 10 % per annum and matures on the earlier of (i) November 25, 2024, (ii) receipt of $1,000,000

or more in investment capital, or (iii) within 5 days of uplisting to Nasdaq .

There is a default interest rate of 15 % and the note can

be prepaid without penalty.

During the year ended December 31, 2024 , $ 11 in interest accrued

on the Fifth Westside Note.

On October 30, 2024, the Company repaid principal of $ 20,000 together with accrued interest of $ 11 .

Westside Note is retired.

4 – Digital Assets

following table presents the Company’s significant digital assets holdings as of December 31, 2025:

of Digital Assets Holdings

following table summarizes the Company’s digital asset activity for the years indicated:

Schedule of Digital Assets

Year Ended December 31,

Digital asset, beginning

Digital asset mining revenue

Other litecoins

Digital assets assumed in reverse recapitalization, at fair value

Change in fair value of BTC

Digital asset sales

( 4,641,776 )

‘Net unrealized and realized loss, digital assets

Digital assets, end of period

following table presents a roll-forward of Bitcoin (“BTC”) for the year ended December 31, 2025, based on the fair value

model under ASU 2023-08:

of Digital Asset Roll Forward

BTC as of January 13, 2025

BTC assumed in reverse recapitalization, at cost

Change in fair value of BTC

Receipt of Dogecoin from mining services

Proceeds from sale of Dogecoin

BTC as of December 31, 2025

following table presents a roll-forward of Dogecoin for the year ended December 31, 2025, based on the fair value model under ASU 2023-08:

of Digital Asset Roll Forward

Dogecoin as of January 13, 2025

Receipt of Dogecoin from mining services

Dogecoin assumed in reverse recapitalization, at cost

Proceeds from sale of Dogecoin

( 3,875,056 )

Change in fair value of Dogecoin

( 1,757,126 )

Dogecoin as of December 31, 2025

5 – Deposits on Equipment

deposits for equipment represented advance payments for purchases of miner, high performance computing equipment and other equipment

used in digital asset mining activity at the Colocation site.

The Company initially recognizes deposits for equipment when cash is advanced

to our suppliers.

Subsequently, the Company derecognizes and reclassifies deposits for mining equipment to mining equipment when control

is transferred to and obtained by the Company.

At December 31, 2025, the Company had deposits and advance payments of approximately $ 3,600,100

for mining equipment.

6 – Equipment

of December 31, 2025, equipment, net consisted of the following:

Mining equipment

Computer equipment

accumulated depreciation

( 7,511,282 )

Equipment, net

expense for the year ended December 31, 2025 totaled $ 7,503,083 and is included in operating expenses on the consolidated statement of

7 – Capitalized Software

of December 31, 2025, capitalized software consisted of the following:

Schedule of Capitalized Software Costs

Capitalized software cost

accumulated amortization

Capitalized software, net

expense for the year ended December 31, 2025 totaled $ 303 and is included in operating expenses on the consolidated statement of operations.

8 – Contingencies

Russia-Ukraine

Russian-Ukraine conflict is a global concern.

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

employee base, investments or sanctions.

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

impact our business.

5 - Shareholders’ Equity

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

September 26, 2022, the Company submitted a Certificate of Designation to the Secretary of State of Nevada designating 1,000,000 shares

of preferred stock as Series A Preferred (“Series A Preferred”).

Each shareholder shall have 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 initially converts into 15 shares of Common Stock at a reference rate of

$ 3.00 per share of Common Stock subject to adjustments.

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

equal to $ 0.875 per share per quarter.

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

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

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

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

March 15, 2023, the Company issued 2,447 Series A Preferred shares as dividends.

June 15, 2023, the Company issued 2,495 Series A Preferred shares as dividends.

September 1 to September 14, 2023, the Company entered into waiver agreements pursuant to which the Company issued 6,579 Series A Preferred

shares for the settlement of certain liquidated damages.

September 15, 2023, the Company issued 2,671 Series A Preferred shares as dividends.

December 15, 2023, the Company issued 2,712 Series A Preferred shares as dividends.

January 18, 2024, a holder converted 556 shares of Series A preferred into 8,340 shares of common stock.

March 15, 2024, the Company issued 2,765 Series A shares as a dividend.

June 15, 2024, the Company issued 2,819 Series A shares as a dividend.

September 15, 2024, the Company issued 2,874 Series A shares as a dividend.

September 20, 2024, a holder converted 187 Series A shares into 2,809 shares of common stock.

December 15, 2024, the Company issued 2,926 Series A shares as a dividend.

December 31, 2024 and 2023, the Company had 153,411 and 142,769 Series A Preferred shares issued and outstanding, respectively.

March 5, 2024, the Company submitted a Certificate of Designation to the Secretary of State of Nevada designating 40,000 shares of preferred

stock as Series B Preferred (“Series B Preferred”).

Each shareholder 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 initially converted into 10 shares of Common Stock at a reference rate of $ 5.00 per

share of Common Stock subject to adjustments.

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

There is a call provision that goes into effect on March 29, 2025, 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.

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

equal to $ 1.25 per share per quarter.

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

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

the year ended December 31, 2024, the Company issued 16,100

Series B shares for cash proceeds of $ 805,000 ,

less issuance costs of $ 25,000

June 15, 2024, issued 4,647 common shares with a value of $ 18,588 as a dividend for the Series B.

September 15, 2024, issued 3,802 common shares with a value of $ 20,531 as a dividend for the Series B.

December 15, 2024, issued 5,921 common shares with a value of $ 21,217 as a dividend for the Series B.

December 31, 2024 and 2023, the Company had 16,100 and 0 Series B preferred shares issued and outstanding, respectively.

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

As of December 31, 2024 and 2023,

the Company had 9,400,535 and 7,656,488 shares issued and outstanding, respectively.

the year ended December 31, 2023, the Company issued 28,000 shares of common stock valued at $ 192,040 for services rendered.

the year ended December 31, 2023, the Company issued 389,896 shares of common stock for proceeds of $ 1,573,891 , net offering costs of

the year ended December 31, 2023, the Company issued 130,259 shares of common stock valued at $ 781,684 pursuant to waive agreements for

the settlement of certain liquidated damages.

the year ended December 31 , 2024, the Company issued 44,152 shares

of common stock with a fair market value of $ 225,510 for services rendered and to be rendered

to the Company.

the year ended December 31 , 2024, the Company issued 1,675,006 shares

of common stock for proceeds of $ 7,339,477 .

the year ended December 31 , 2024 , the Company issued 11,149 shares of common stock for the

conversion of 743 shares of Series A preferred.

the year ended December 31 , 2024 , the Company issued 13,740 common shares with a value of

$ 61,467 as a dividend for the Series B.

the year ended December 31, 2024 and 2023, the Company realized losses of $ 0 and $ 392,660 , respectively, for liquidated damages contained

in the Registration Rights Agreements in certain of the Company’s equity offerings for failing to file and maintain a Registration

Statement covering the shares sold in those offerings.

From September 1 to 14, 2023, the Company entered into Waiver Agreements with

certain investors pursuant to which the Investors waived certain liquidated damages owed to the Investors by the Company in exchange

for the issuance to the Investors by the Company of 130,259 and 6,579 shares of common and Series A preferred stock, par value $ 0.001

and $ 0.001 per share, respectively.

During the years ended December 31, 2024 and 2023, the Company realized a losses of $ 0 and $ 266,654 ,

respectively, on the settlement of the liquidated damages.

As of December 31, 2024 and 2023, the accrued liquidated damages and accrued

interest is $ 0 and $ 0 , respectively.

time to time, the Company may be involved in various litigation matters and disputes arising in the ordinary course of business.

Company reviews its lawsuits, regulatory investigations and other legal proceedings on an ongoing basis.

The Company records liabilities

for contingencies, including legal costs, when it is probable that a liability has been incurred before the balance sheet date and the

amount can be reasonably estimated.

legislative and executive bodies in the United States and in other countries may, in the future, adopt laws, regulations or guidance,

or take other actions that could severely impact the permissibility of digital assets generally and the technology behind them or the

means of transacting in or transferring them.

It is difficult to predict how or whether regulatory agencies may apply existing or new

regulation with respect to this technology and its applications.

Company utilizes third-party data center facilities to support its digital asset mining operations.

Specifically, the Company has entered

into a colocation and hosting services agreement with an independent data center provider for the ongoing provision of rack space, electrical

power capacity, network connectivity, and cooling infrastructure required to operate the Company’s mining hardware.

These arrangements

do not convey to the Company the right to control the use of any identified physical asset within the data center, and the service provider

retains substantive substitution rights of the assets at all times.

Accordingly, consistent with the guidance in ASC 842, the Company

has concluded that the arrangement represents a service contract and does not contain a lease, as the Company does not obtain control

of an identified asset during the contract term.

colocation and hosting contracts generally include variable charges based on power consumption and other usage-based elements.

ASC 842, the Company recognizes expense for such service arrangements as incurred, and no right-of-use (“ROU”) asset or lease

liability is recorded on the consolidated balance sheet because the contract is outside the scope of lease accounting.

the year ended December 31, 2025, the Company incurred $ 3,353,355 in colocation and hosting-related service expenses, which are included

within cost of revenues in the accompanying consolidated statements of operations.

9 – Stock Options

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

In July 2024, our Stockholders amended the

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

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

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

including officers, consultants and directors.

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

as determined by the committee administering the Plan.

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

reserved for issuance thereunder to 2,000,000 , and approved Thumzup’s 2025 Equity Incentive Plan in April 2025 with an additional

2,000,000 shares reserved for issuance thereunder.

In December 2025, the Company’s stockholders approved the 2025 Omnibus Equity

Incentive Plan.

The number of shares reserved for issuance under the plan are 7,000,000 .

The equity plans approved by the stockholder

are collectively referred to as the “Plans”.

Plans provide for the grant of incentive stock options to Thumzup’s employees, including officers, consultants and directors, and

its subsidiaries’ employees, including officers, consultants and directors and for the grant of stock options, stock bonus awards,

restricted stock awards, performance stock awards and other forms of stock compensation.

The Plans also provide that the grant of performance

stock awards may be paid out in cash as determined by the committee administering the Plans.

valuation models require the input of highly subjective assumptions.

3 unchanged sentences

of options based on the contractual life of the options.

October 29, 2024, the Company issued 1,028,000 options with a $ 5.00 exercise price with a fair value of $ 5,048,928 .

The Company estimated

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

(1) dividend yield of 0 %, (2)

expected volatility of 148.38 – 154.71 %, (3) risk-free interest rate of 4.11 %, and (4) expected life of 10 years.

October 30, 2024, the Company issued 155,000 options with a $ 5.47 exercise price with a fair value of $ 798,658 .

The Company estimated

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

(1) dividend yield of 0 %, (2)

expected volatility of 147.04 %, (3) risk-free interest rate of 4.14 %, and (4) expected life of 10 years.

were no options exercised during the years ended December 31, 2024 and 2023.

summary of the stock option activity for the years ended December 31, 2024 and 2023 as follows:

of December 31, 2025, the Company had 5,187,575 shares of common stock available for future issuance under the Plans.

summary of the stock option activity for the year ended December 31, 2025, is as follows:

of Stock Option Activity

Weighted-Average

Exercise Price

Weighted-Average

Contractual Term

Intrinsic Value

Outstanding at January 13, 2025

Cancelled/Exchanged

Outstanding at December 31, 2023

Options assumed in reverse recapitalization

Cancelled/Exchanged

1 unchanged sentence

Exercisable at December 31, 2025

summary of the stock options outstanding at December 31, 2024 as follows:

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

of Exercise Price of Stock Options

Exercise Price

Weighted Average

Remaining Life

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

1 unchanged sentence

their options as of that date.

fair value of all options that vested during the year ended December 31, 2024 and 2023 was $ 2,840,675 and $ 0 , respectively.

compensation expense was $ 3,006,910 as of December 31, 2024.

7 – Stock Warrants

October 28, 2024, the Company issued 71,250 warrants with a $ 6.25 exercise price with a fair value of $ 415,050 to its financial advisor.

fair value of all options that vested during the year ended December 31, 2025 was $ 1,560,492 .

Unrecognized compensation expense was $ 1,455,508

as of December 31, 2025.

December 22, 2025, 1,612,425 RSUs were granted to directors of the Company.

The RSUs will vest 33% annually starting June 1,

Company determined the fair value of all the RSUs issued during the year ended December 31, 2025 to be $ 22,411,593 based on the

price of the most recent sale of common stock prior to each grant date for those RSU’s granted prior to the Listing Date,

or the quoted market value on the date of issuance of the RSU’s granted after the Listing Date.

As of December 31, 2025, there

was unamortized stock-based compensation of approximately $ 5,400,282 which the Company expects to recognize over approximately 2.5 years.

activity related to RSUs is summarized as follows:

of Activity Related to RSUs

Restricted Stock Units Issued

Weighted-Average

Exercise Price

Restricted Stock Units at January 13, 2025

Units assumed in reverse recapitalization

Restricted stock units at December 31, 2025

Vesting Activity of Restricted Stock Units

Weighted-Average

Exercise Price

Unvested at January 13, 2025

Unvested assumed in reverse recapitalization

Unvested at December 31, 2025

10 – Warrants

July 3, 2025, Thumzup issued 65,000 warrants with a $ 6.00 exercise price with a fair value of $ 559,793 to its financial advisor.

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

yield of 0 %, (2) expected volatility of 147.16 % (3) risk-free interest rate of 3.94 %, and (4) expected life of 5 years.

July 16, 2025, Thumzup issued 10,688 warrants with a $ 6.25 exercise price with a fair value of $ 62,260 to its financial advisor for the

exercise of its over-allotment option.

The Company estimated the fair value of the warrants as of the date of the financing, October

28, 2024, using the Black-Scholes Pricing Model based on the following assumptions:

(1) dividend yield of 0 %, (2) expected volatility

of 154.62 %, (3) risk-free interest rate of 4.11 %, and (4) expected life of 5 years.

August 12, 2025, Thumzup issued 350,000 warrants with a $ 10.00 exercise price with a fair value of $ 3,240,946 to its financial advisor.

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

3 unchanged sentences

Weighted-Average

Exercise Price

Weighted-Average

Contractual Term

Intrinsic Value

Outstanding at January 13, 2025

Cancelled/Exchanged

Outstanding at December 31, 2023

Warrants assumed from reverse recapitalization

Cancelled/Exchanged

1 unchanged sentence

Exercisable at December 31, 2025

summary of the warrants outstanding at December 31, 2024 as follows:

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

of Exercise Price of Warrants

Exercise Price

Weighted Average

Remaining Life

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

1 unchanged sentence

as of that date.

11- Secured Promissory Notes

February 2025, the Company entered into a Secured Promissory note for a principal sum of $ 2,150,000 , bearing interest of 10 % and matured

on August 21, 2025 As of December 31, 2025, the note was repaid in full.

March 2025, the Company entered into a Secured Promissory note for a principal sum of $ 2,000,000 , bearing interest of 10 % and matured

on April 26, 2025 As of December 31, 2025, the note was repaid in full.

June 2025, the Company entered into a Secured Promissory note with a Fund for a principal sum of $ 1,900,000 less an original issue discount

amount of $ 150,000 .

The original issue discount is amortized to maturity date by utilizing the effective interest method.

The note originally

matured December 24, 2025 , however, if the Company closes on a financing with an institutional lender for an amount of net loan proceeds

in excess of the total principal amount, ordinary interest, and late interest then outstanding;

or a sale of all or substantially all

the assets of the Company, then the Maturity Date shall accelerate to the date of such closing.

Based on completion on the transaction

as of December 15, 2025, the note became due as was paid in full.

September 2025, the Company entered into a Secured Promissory note for a principal sum of $ 2,500,000 .

The note originally matured on

September 24, 2026 , however, if the Company consummates the planned merger through the purchase agreement between the Company and Thumzup

Media Corporation the Maturity Date shall accelerate to the date of such closing.

Based on completion on the transaction as of December

15, 2025, the note became due as was paid in full

12- Segment Information

Company applies the provisions of ASC 280, Segment Reporting, which requires public entities to disclose information about operating

segments based on the internal reports that are regularly reviewed by the Company’s Chief Operating Decision Maker (“CODM”)

for purposes of allocating resources and assessing performance.

CODM, who is the Company’s Chief Executive Officer, evaluates the business and makes operating decisions using a consolidated set

of financial information.

Management has determined that the Company operates as one operating segment, as the Company’s operations

are organized and managed as a single business component with:

set of economic activities—the development, deployment, and operation of digital asset mining infrastructure;

A single management

team making decisions about resource allocation across all activities;

and revenue focus on the production, validation, and sale of digital

and a centralized cost structure, including equipment procurement, colocation arrangements, power usage, maintenance, and operational

on this analysis, management has concluded that the Company has one reportable segment, referred to as the “Digital Asset Mining

Business.” This segment is primarily engaged in mining Dogecoin and other Litecoin-network digital assets, utilizing specialized

hardware and third-party colocation facilities.

the Company has only one reportable segment, separate segment information (such as disaggregated revenues, profit or loss measures, or

segment assets) is not presented, as such information is identical to the information presented in the Company’s consolidated financial

Because substantially all operations and assets are located in a single geographic area, no additional geographic disaggregation

is presented.

13 – Income Taxes

July 25, 2025, the Company converted from a limited liability company (LLC) to a C Corporation as a result of the asset purchase agreement

between the Company and US Data and Energy, LLC .

Prior to the conversion, the Company was treated as a pass-through entity for federal

and state income tax purposes, and accordingly, no provision for income taxes was recorded at the entity level for the period from January

1, 2025 through June 30, 2025.

Income during this period was taxable directly to the members.

the conversion, the Company became subject to federal and applicable state corporate income taxes.

As a result, the Company has recorded

a provision for income taxes for the period from June 30, 2025 through December 31., 2025 in accordance with ASC 740, Income Taxes.

provision includes both current and deferred income tax expense.

tax assets and liabilities were established as of the conversion date based on temporary differences between the book and tax bases of

assets and liabilities.

The Company also evaluated the realizability of its deferred tax assets and recorded a valuation allowance where

it was determined that it is more likely than not that certain deferred tax assets will not be realized.

of December 31, 2025, the Company has approximately $ 737,000 in gross deferred tax assets resulting from net operating loss carry-forwards

of $ 3,509,000 , available to offset future taxable income through 2041 subject to the change in ownership provisions under IRC 382.

valuation allowance has been recorded to fully offset these deferred tax assets because the Company’s management believes future

realization of the related tax benefits is uncertain.

14 – Related Party Transactions

have not been a party to any transaction or arrangement in which the amount involved in the transaction exceeded 1% of the average of

our total assets at December 31, 2024 and 2023 and in which any of our directors, executive officers or, to our knowledge, beneficial

owners of more than 5% of any class of our voting securities or any member of the immediate family of any of the foregoing persons had

or will have a direct or indirect material interest.

November 18, 2022, the Company entered into a Media Relations Services Agreement (the “Media Relations Services Agreement”)

with Elev8 New Media, LLC (“Elev8”), of which one of our directors, Robert Haag, is a member.

Under the terms of the agreement,

the Company will pay Elev8 $ 6,500 per month for six months and the Media Relations Services Agreement will automatically renew into consecutive

monthly periods unless either party provides 30 days written notice of cancellation.

This price is a discounted rate off Elev8’s

normal monthly price of $ 9,500 per month.

In addition to the monthly fee, through November 30, 2023, the Company has paid Elev8 an aggregate

of $ 25,000 for a social media marketing campaign and an aggregate of $ 15,000 for marketing aimed at garnering more advertisers and users

for its AdTech platform and mobile app, with an additional objective to increase the number of followers for the Company’s social

media accounts.

The vast majority of the funds paid to Elev8 for the social media campaign and marketing plan were spent with Meta, Google

and other social media companies.

Thumzup suspended the Media Relations Agreement with Elev8 on October 31, 2023.

January 18, 2023, Isaac Dietrich subscribed to purchase 223 shares of common stock at $ 4.50 per share for a subscription amount of $ 1,003.50

under the Company’s qualified offering under Regulation A+.

February 22, 2023, Daniel Lupinelli, a 10%+ shareholder of the Company, subscribed to purchase 223 shares of common stock at $ 4.50 per

share for a subscription amount of $ 1,003.50 under the Company’s qualified offering under Regulation A+.

The subscription is currently

February 28, 2023, Westside Strategic Partners, LLC, of which one of our Directors, Robert Haag, is the Managing Member and sole owner,

subscribed to purchase 11,150 shares of common stock at $ 4.50 per share for a subscription amount of $ 50,175 under the Company’s

qualified offering under Regulation A+.

Westside Strategic Partners, LLC receivd 1,115 shares of common stock as bonus shares under the

terms of the qualified offering under Regulation A+.

June 27, 2023, Westside subscribed to purchase 11,140 shares of common stock at $ 4.50 per share for a subscription amount of $ 50,130

under the Company’s qualified offering under Regulation A+.

Westside Strategic Partners, LLC received 1,114 shares of common stock

as bonus shares under the terms of the qualified offering under Regulation A+.

The subscription closed on June 29, 2023.

September 2, 2023, Westside entered into certain Waiver Agreements with the Company pursuant to which Westside was issued an aggregate

of 11,510 and 871 shares of common and Series A Preferred stock, respectively, for the waiver of liquidated damages due under Registration

Rights Agreements for failing to file and maintain a registration statement covering the shares.

December 4, 2023, Westside entered into a Promissory Note with the Company for $ 30,000 (“First Westside Note”).

Westside Note carried an interest rate of 0 % and matured on December 8, 2023 .

The Company repaid the First Westside Note in full on December

5, 2023 for $ 30,000 .

The First Westside Note is retired.

March 14, 2024, Westside acquired 1,000 shares of our Series B Preferred Stock at $ 50 per share for a subscription in the amount of $ 50,000 .

March 20, 2024, Joanna Massey acquired 800 shares of our Series B Preferred Stock at $ 50 per share for a subscription in the amount of

August 26, 2024, Westside entered into a Promissory Note with the Company for $ 60,000 (“Second Westside Note”).

Westside Note carries an interest rate of 10 % per annum and matures on the earlier of (i) October 25, 2024, (ii) receipt of $1,000,000

or more in investment capital, or (iii) within 5 days of uplisting to Nasdaq .

There is a default interest rate of 15 % and the note can

be prepaid without penalty.

During the year ended December 31, 2024, $ 1,068 in interest accrued on the Second Westside Note.

30, 2024, the Company repaid principal of $ 60,000 together with accrued interest of $ 1,068 .

The Second Westside Note is retired.

September 24, 2024, Westside entered into a Promissory Note with the Company for $ 80,000 (“Third Westside Note”).

Westside Note carries an interest rate of 10 % per annum and matures on the earlier of (i) October 25, 2024, (ii) receipt of $1,000,000

or more in investment capital, or (iii) within 5 days of uplisting to Nasdaq .

There is a default interest rate of 15 % and the note can

be prepaid without penalty.

During the year ended December 31, 2024 , $ 789 in interest accrued

on the Third Westside Note.

On October 30, 2024, the Company repaid principal of $ 80,000 together with accrued interest of $ 789 .

Third Westside Note is retired.

October 21, 2024, Westside entered into a Promissory Note with the Company for $ 50,000 (“Fourth Westside Note”).

Westside Note carries an interest rate of 10 % per annum and matures on the earlier of (i) November 25, 2024, (ii) receipt of $1,000,000

or more in investment capital, or (iii) within 5 days of uplisting to Nasdaq .

There is a default interest rate of 15 % and the note can

be prepaid without penalty.

During the year ended December 31, 2024 , $ 123 in interest accrued

on the Fourth Westside Note.

On October 30, 2024, the Company repaid principal of $ 50,000 together with accrued interest of $ 123 .

Fourth Westside Note is retired.

October 28, 2024, Westside entered into a Promissory Note with the Company for $ 20,000 (“Fifth Westside Note”).

Westside Note carries an interest rate of 10 % per annum and matures on the earlier of (i) November 25, 2024, (ii) receipt of $1,000,000

or more in investment capital, or (iii) within 5 days of uplisting to Nasdaq .

There is a default interest rate of 15 % and the note can

be prepaid without penalty.

During the year ended December 31, 2024 , $ 11 in interest accrued

on the Fifth Westside Note.

On October 30, 2024, the Company repaid principal of $ 20,000 together with accrued interest of $ 11 .

Westside Note is retired.

the year ended December 31, 2024, Joanna Massey received 683 common shares as dividends due under the Series B Preferred’ Certificate

of Designation.

the year ended December 31, 2024, Westside received 854 common shares as dividends due under the Series B Preferred’ Certificate

Strategic Partners, LLC

Strategic Partners, LLC (“Westside”) is owned and controlled by Robert Haag, a former member of the Company’s Board

of Directors who resigned effective October 4, 2025.

the year ended December 31, 2025, Westside received 2,580 shares of Series A Preferred Stock, respectively, as dividends due under the

Series A Preferred Certificate of Designation.

Of the 2,580 shares earned during the year ended December 31, 2025, approximately 664

shares attributable to the December 15, 2025 quarterly dividend had been declared and were due and payable as of December 31, 2025, but

were not issued until January 2026 due to administrative processing delays.

the year ended December 31, 2025, Westside received 337 shares of common stock as dividends due under the Series B Preferred Certificate

of Designation.

the years ended December 31, 2024 and 2023, Westside received 2,389 and 2,179 shares of Series A Preferred, respectively, as dividends

due under the Series A Preferred’ Certificate of Designation.

the years ended December 31, 2024 and 2023, Joanna Massey received and 117 and 100 shares of Series A Preferred, respectively, as dividends

due under the Series A Preferred’ Certificate of Designation.

the years ended December 31, 2024 and 2023, Isaac Dietrich received 59 and 50 shares of Series A Preferred, respectively, as dividends

due under the Series A Preferred’ Certificate of Designation.

Note 9 - Segment Information

The Company has one reportable operating

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

software platform.

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

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

In doing so, he focuses on

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

maximize growth and revenues.

10 - Income Taxes

of December 31, 2024, the Company has net operating loss carryforwards (“NOL”) of approximately $ 9,455,000 , which is available

to reduce future taxable income, for federal and state income taxes, respectively.

At the current

federal tax rate of 21 % and including book to tax differences result in the current NOL of $ 9,455,000 at December 31, 2024.

Company has no income tax effect due to the recognition of a full valuation allowance on the expected tax benefits of future loss carry

forwards based on uncertainty surrounding realization of such assets.

During the year ended December 31, 2024, the Company has increased

the valuation allowance from $ 724,000 to $ 1,986,000 .

tax effect of the carry forwards that give rise to deferred tax assets at December 31, 2024 consists of the following:

of Deferred Tax Assets

Deferred tax assets:

Net operating

Total deferred tax

Valuation allowance

( 1,986,000 )

Deferred tax asset,

net of allowance

reconciliation of the statutory income tax rate and the Company’s effective tax rate is as follows:

of Effective Income Tax Rate Reconciliation

Statutory U.S.

Book to tax differences

Prior period estimate revision

Valuation allowance

Effective tax rate

Communications, LLC

Communications, LLC (“IRTH”) is owned and controlled by Robert Haag.

On November 20, 2025, the Company entered into a Services

Agreement with IRTH pursuant to which IRTH provides investor relations, public relations, financial communications and strategic consulting

The agreement had an initial term of three months with automatic renewal and provided for a non-refundable monthly fee of $ 30,000 ,

payable quarterly in advance.

the year ended December 31, 2025, the Company paid IRTH an aggregate of $ 105,000 , consisting of $ 90,000 under the quarterly fixed fee

and $ 15,000 for an investor outreach program.

Massey served as a member of the Company’s Board of Directors until her resignation effective December 15, 2025.

On March 20, 2024,

Massey acquired 800 shares of the Company’s Series B Preferred Stock at $ 50 per share for a subscription of $ 40,000 .

the year ended December 31, 2025, Ms.

Massey received 127 shares of Series A Preferred Stock, as dividends due under the Series A Preferred

Certificate of Designation.

Of the 127 shares earned during the year ended December 31, 2025, approximately 33 shares attributable to

the December 15, 2025 quarterly dividend had been declared but were not issued until January 2026.

During the years ended December 31,

Massey received 270 shares of common stock, as dividends due under the Series B Preferred Certificate of Designation.

Dietrich served as the Company’s Chief Financial Officer and as a member of the Board of Directors until his resignation from both

positions effective December 15, 2025, in connection with the Merger.

During the years ended December 31, 2025, Mr.

Dietrich received

63 shares of Series A Preferred Stock, respectively, as dividends due under the Series A Preferred Certificate of Designation.

63 shares earned during the year ended December 31, 2025, approximately 16 shares attributable to the December 15, 2025 quarterly dividend

had been declared but were not issued until January 2026.

15 – Subsequent Events

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

January 6 to 21, 2025, the Company purchased 19.11 Bitcoin for $ 2.00 million.

February 19, 2025, the Company issued 5,000

common shares for the conversion of 400

Series B Preferred Shares.

From January 5 to

February 25, 2025, the Company issued 20,967 common shares for services rendered and to be rendered to the Company.

On 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.

of December 15, 2025 Series A Preferred Dividends

January 2026, the Company issued an aggregate of approximately 3,079 shares of Series A Preferred Stock in satisfaction of the December

15, 2025 quarterly dividend that had been declared but had not yet been issued due to administrative processing delays.

The shares were

issued to holders of record as of December 15, 2025, including approximately 664 shares to Westside Strategic Partners, LLC, 33 shares

to Joanna Massey, and 16 shares to Isaac Dietrich, each of whom is a related party (see Note 14).

to IRTH Communications Services Agreement

February 20, 2026, the Company and IRTH Communications, LLC (“IRTH”) entered into Amendment No.

1 to the Services Agreement

dated November 20, 2025, pursuant to which:

(i) the Company, as successor-in-interest to Thumzup Media Corporation, formally assumed

all rights and obligations under the original agreement;

(ii) the term was extended for a fixed period of six months expiring August

20, 2026, with no automatic renewal;

(iii) the monthly cash fee was reduced from $ 30,000 to $ 15,000 , payable monthly in advance;

(iv) the Company granted IRTH 60,000 fully vested stock options with an exercise price of $ 2.00 per share under the Company’s 2025

Omnibus Equity Incentive Plan.

The equity grant was ratified by the Compensation Committee on February 20, 2026.

IRTH is owned and controlled

by Robert Haag, a former director of the Company (see Note 14).

16, 2026 Series A Preferred Dividends

March 16, 2026, the Company declared and issued an aggregate of approximately 3,139 shares of Series A Preferred Stock as quarterly dividends

due under the Series A Preferred Certificate of Designation, including approximately 677 shares to Westside Strategic Partners, LLC,

33 shares to Joanna Massey, and 17 shares to Isaac Dietrich.

Public Offering

On March 26, 2026, we entered into a placement agency with Dominari Securities LLC, pursuant to which we sold directly

to investors, in a best efforts offering, an aggregate of (i) 4,510,000 shares of common stock at $2.00 per share and (ii) pre-funded

warrants to purchase up to an aggregate of 5,575,000 shares of common stock at $1.99 per pre-funded warrant.

The securities were offered

and sold by us pursuant to our effective registration statement on Form S-3 (File No.

The closing of the offering occurred

on March 31, 2026 and the gross proceeds from the offering were approximately $ 20.2 million, before deducting placement agent fees and

expenses and estimated offering expenses payable by us.

We intend to use the net proceeds received from the offering for working capital

and general corporate purposes.

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-K

Item 9A. Controls and Procedures