What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-03-30 compared with 2025-03-31 · 311 added, 295 removed, 124 unchanged (83% of the section changed)

MANAGEMENT’S DISCUSSION AND

ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS

You should read the following discussion and

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appearing elsewhere in this Annual Report on Form 10-K.

In addition to historical information, this discussion and analysis contains

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

Our actual results may differ materially from those discussed

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

discussed in the section titled “Risk Factors” included elsewhere in this Annual Report on Form 10-K.

All amounts in this

report are in U.S.

In addition to historical information, this discussion and analysis contains forward-looking

statements that involve risks, uncertainties and assumptions.

Our actual results may differ materially from those discussed below.

that could cause or contribute to such differences include, but are not limited to, those identified below, and those discussed in the

section titled “Risk Factors” included elsewhere in this Annual Report on Form 10-K.

All amounts in this report are in U.S.

dollars, unless otherwise noted.

We are a private messaging, cybersecurity, and

social media company that not only focuses on protecting privacy on personal devices, but also protects user information after it is shared

We believe that one’s right to privacy should not end the moment they click “send”, and that we all deserve

the same right to privacy online that we enjoy in our own living rooms.

Our flagship product, DatChat Messenger & Private Social Network,

is a privacy platform and mobile application that gives users the ability to communicate with the privacy and protection they deserve.

Recently, we have expanded our business and product offerings to include the development of our Myseum platform, a secure digital content

management and storage solution for families, groups and individuals.

In addition, as a result of our acquisition of RPM Interactive,

in October 2024, we have repositioned our majority-owned subsidiary, Dragon Interact, Inc.

(recently renamed RPM Interactive, Inc.)

away from the development of the Habytat platform to focus on becoming an AI generated publishing company of trivia mobile game apps and

vodcasts/podcasts designed to publish content across hundreds of evergreen topics every day and be distributed to all major streaming

See “Business – RPM Interactive, Inc.” and “Business – The Habytat.”

We are a privacy and social media technology company

focused on innovative and creative user platforms.

Our flagship platform is “Picture Party by Myseum”, a next-generation social

sharing platform that makes it easier to share your photos and videos both today, and for generations to come.

Our innovative social media

platform brings a fresh and needed approach to digital media and content management, allowing users to create a digital legacy that makes

it easier to share both today, and with future generations.

The platform is backed by both patented technology and proprietary software.

We also operate the DatChat Messenger & Private

Social Network, which presents technology that allows users to change how long their messages can be viewed before or after users send

them, prevents screenshots, and hides encrypted photos in plain sight on camera rolls.

The patented technology offers users a traditional

texting experience while providing control and security for their messages.

With the DatChat Messenger, a user can decide how long their

messages last on a recipient’s device while feeling secure that at any time, and delete individual messages or entire message threads,

making it like the conversation never happened.

DatChat Messenger & Private Social Network

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The application

also includes a screen shot protection system, which makes it virtually impossible for the recipient to screenshot a message or picture

also includes a screenshot protection system, which makes it virtually impossible for the recipient to screenshot a message or picture

before it gets destroyed.

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Myseum Social Media Platform

We recently launched our Myseum social media platform,

an innovative social media platform that brings a fresh approach to digital media and content management,

allowing users to create a digital legacy that can be easily shared today and with future generations.

Backed by AI technology and proprietary

software, the multi-tiered social media ecosystem enables individuals, families, and other groups to store and share digital content such

as messages, photos, videos, and documents within a highly secure and private family library.

Myseum allows users to create amazing

albums and galleries for everyone to see, create special private and secure galleries with limited access, personalize a user’s

newsfeed with updates from other Myseums and leave time released video messages for both now and future generations.

In March 2025, we launched our Myseum social media

platform, an innovative social media platform that brings a fresh approach to digital media and content management, allowing users

to create a digital legacy that can be easily shared today and with future generations.

Backed by Proprietary technology, the multi-tiered

social media ecosystem enables individuals, families, and other groups to store and share digital content such as messages, photos, videos,

and documents within a highly secure and private family library.

Myseum allows users to create amazing albums and galleries for everyone

to see, create special private and secure galleries with limited access, personalize a user’s newsfeed with updates from other Myseums

and leave time released video messages for both now and future generations.

Picture Party Platform

In December 2025, we launched Picture Party

by Myseum , a new instant social networking and social sharing platform designed to address growing concerns around content control,

security, and intentional digital connection.

The platform was developed to capitalize on the widespread need for a more controlled and

purposeful way to share photos and videos-one that solves persistent privacy and ownership challenges not adequately addressed by existing

social media offerings.

Picture Party by Myseum introduces a new way to make sharing photos and videos easier, a lot more fun and private.

Picture party is much more than a shared album;

it’s a complete personal and private social network with a live feed that updates instantly

as all guests’ posts.

A user can share a post with dozens of pictures, comment and react.

It even organizes the photos in an album, or

the user can relive the Picture Party with all the comments and posts as they happened.

Unlike group chats that are unorganized, no matter

when a user joins the Picture Party, they can see everything from the beginning.

Picture Party by Myseum makes it easier and more fun

to share with the people right next to the user, or anywhere in the world.

Picture Party by Myseum solves everyday sharing

frustrations by eliminating the common headaches of modern photo sharing:

● No more passing around a phone for others to

view photos and videos.

● No more crowds gathering over a user’s

shoulder to see a clip.

● No more debating whether to text, drop, email,

or tag group photos.

● No more struggling with social media privacy,

data exposure, or AI training risks.

RPM Interactive, Inc.

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Dragon Interact, Inc.

(“Dragon”), e ntered into a Share Exchange Agreement with RPM Interactive,

Inc., a Florida corporation (“RPM”), pursuant to which Dragon acquired 100% of the equity interests of RPM, including all

assets of RPM in consideration for the issuance of 3,500,000 restricted shares of Dragon’s common stock.

RPM’s assets included

an artificial intelligence (“AI”) tool used for publishing AI-generated consumer gaming and podcasting/vodcasting applications

and certain intellectual property.

(“Dragon”), entered into a Share Exchange Agreement with RPM Interactive, Inc., a Florida corporation

(“RPM”), pursuant to which Dragon acquired 100% of the equity interests of RPM, including all assets of RPM in consideration

for the issuance of 3,500,000 restricted shares of Dragon’s common stock.

RPM’s assets included an artificial intelligence

(“AI”) tool used for publishing AI-generated consumer gaming and podcasting/vodcasting applications and certain intellectual

As part of the acquisition, Dragon has changed its corporate name to RPM Interactive, Inc.

Interactive”) and shifted its focus to developing AI-driven podcast and gaming technologies.

the acquisition, i n January 2025, we returned 3,500,000 shares of the RPM Interactive common stock held by us to RPM Interactive,

which shares were cancelled and are no longer outstanding on RPM Interactive’s stock ledger.

Following these transactions, we hold

9,000,000 shares of the RPM Interactive’s common stock, or approximately 34% of its outstanding shares.

Prior ot the acquisition of RPM, we had developed

and shifted its focus to developing

AI-driven podcast and gaming technologies.

Following the acquisition, in January 2025, we

returned 3,500,000 shares of the RPM common stock held by us to RPM, which shares were cancelled and are no longer outstanding on RPM’s

stock ledger.

Following these transactions, we held 12,500,000 shares of the RPM’s common stock, or approximately 34% of its outstanding

On December 12, 2025, RPM entered into an Agreement

and Plan of Merger with Avalon GloboCare Corp., a Delaware corporation (“Avalon”), and certain other parties, pursuant to

which the Company sold its minority interest in RPM to Avalon.

Upon the closing of the transaction, the Company received 6,561.71 shares

of Series E Preferred Stock of Avalon as consideration.

As a result of the closing, the Company is no longer a primary beneficiary of

RPM and as of December 12, 2025, has deconsolidated RPM.

In accordance with ASC 205-20, the results of operations and the assets and liabilities

of RPM have been classified as discontinued operations for all periods presented in the accompanying consolidated financial statements.

Prior to the acquisition of RPM, we developed

and launched, in November 2022, the Habytat, a virtual space that blends real world and virtual realities into one, in real time, using

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We had further contemplated spinning-off

our Habytat platform business into a new standalone public company pursuant to a distribution of the shares of the our shareholders.

discussed above, following our acquisition of RPM in October 2024, we ceased our development of the Habytat platform and are evaluating

ways to utilize the technology that had been developed by our subsidiary.

our Habytat platform business into a new standalone public company pursuant to a distribution of the shares.

As discussed above, following

our acquisition of RPM in October 2024, we ceased our development of the Habytat platform and are evaluating ways to utilize the technology

that had been developed by our subsidiary.

Recent Events

Return of Subsidiary Shares

In January 2025, we returned 3,500,000 shares

of the Subsidiary’s.

common stock held by us to the Subsidiary, which shares were cancelled and are no longer outstanding on the

Subsidiary’s stock ledger.

Following this transaction, we held 12.5 million shares of the Subsidiary’s common stock, or approximately

34% of its outstanding shares.

January 2025 Offering

On January 8, 2025, we entered into a securities purchase agreement

with certain institutional investors, pursuant to which we sold 1,200,000 shares of our common stock at a purchase price of $4.25 per

share of Common Stock.

Proceeds from the offering were approximately $5.1 million, prior to deducting placement agent’s fees and

other offering expenses payable by the Company.

The shares of Common Stock were offered by the Company pursuant to its shelf registration

statement on Form S-3 (File No.

333-268058), which was declared effective by the Securities and Exchange Commission on December 6, 2022,

a base prospectus dated December 6, 2022, and a prospectus supplement dated January 8, 2025.

The closing of the offering took place on

January 9, 2025.

In addition, pursuant to the terms of the offering, the Company issued to The Benchmark Company, LLC, the exclusive placement

agent for the offering, warrants to purchase up to 60,000 shares of the Company’s common stock, at an exercise price equal

to 100.0% of the offering price per share of Common Stock, or $4.25 per share.

The Placement Agent Warrant is exercisable during the four-and-a-half

year period commencing six months after the date of the closing of this Offering.

Name and Symbol Changes

On August 7, 2025, we filed a Certificate of Amendment

to our Amended and Restated Articles of Incorporation with the Secretary of State of the State of Nevada to change the name of the Company

to “Myseum, Inc.” In connection with the name change, the trading symbols for our common stock and Series A warrants

began trading on the Nasdaq Capital Market on August 11, 2025 as “MYSE” and “MYSEW”, respectively.

Basis of Presentation

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Capitalized internal-use software costs

We capitalize costs to develop or purchase internal-use software in

accordance with ASC section 350-40, Intangibles — Goodwill and Other — Internal-Use Software .

The Company capitalizes costs to develop or purchase

internal-use software in accordance with ASC section 350-40, Intangibles — Goodwill and Other — Internal-Use

Costs incurred to develop internal-use software are expensed as incurred during the preliminary project stage.

Internal-use software development

costs are capitalized upon purchase and during the application development stage, which is after:

(i) the preliminary project stage is

and (ii) management authorizes and commits to funding the project and it is probable the project will be completed and used

to perform the intended function.

Capitalization ceases at the point where the software project is substantially complete and ready for

its intended use, and after all substantial testing is completed.

Upgrades and enhancements are capitalized if it is probable that those

expenditures will result in additional functionality.

Amortization is provided for on a straight-line basis over the expected useful life

of the internal-use software development costs and related upgrades and enhancements.

When existing software is replaced with new software,

the unamortized costs of the old software are expensed when the new software is ready for its intended use.

Software development costs

incurred during the year ended December 31, 2024 and 2023 were expensed since the Metaverse software development project is in the preliminary

project stage.

Such costs are included in research and development costs on the accompanying consolidated statement of operations.

software development costs are capitalized upon purchase and during the application development stage, which is after:

(i) the preliminary

project stage is completed;

and (ii) management authorizes and commits to funding the project and it is probable the project will be completed

and used to perform the intended function.

Capitalization ceases at the point where the software project is substantially complete and

ready for its intended use, and after all substantial testing is completed.

Upgrades and enhancements are capitalized if it is probable

that those expenditures will result in additional functionality.

Amortization is provided for on a straight-line basis over the expected

useful life of the internal-use software development costs and related upgrades and enhancements.

When the existing software is replaced

with new software, the unamortized costs of the old software are expensed when the new software is ready for its intended use.

Noncontrolling interests

The Company follows ASC Topic 810, “Consolidation,”

governing the accounting for and reporting of noncontrolling interests (“NCI”) in partially owned consolidated subsidiaries

and the loss of control of subsidiaries.

In accordance with ASC Topic 810-10-45, the Company presented noncontrolling interests as a separate

component of total shareholders’ equity on the consolidated balance sheets.

Certain provisions of this standard indicate, among

other things, that that increases and decreases in the parent’s ownership interest that leave control intact be treated as equity

transactions rather than as step acquisitions or dilution gains or losses, and that losses of a partially-owned consolidated subsidiary

be allocated to noncontrolling interests even when such allocation might result in a deficit balance.

For the years ended December 31,

2025 and 2024, the net loss attributed to NCI was included in the accompanying consolidated statements of operations and comprehensive

loss as part of discontinued operations.

Losses attributable to NCI in a subsidiary may exceed a NCI’s interests in the subsidiary’s

The excess attributable to NCI is attributed to those interests.

NCI shall continue to be attributed their share of losses even

if that attribution results in a deficit NCI balance.

The Company allocated certain corporate common

expenses to its subsidiaries based on the ratio of direct subsidiary expenses to total consolidated expenses.

Management believes that

this allocation method is reasonable.

Through January 10, 2024, the date that VR Interactive

purchased 8,000,000 shares of RPM from Metabizz LLC, any noncontrolling interest was eliminated in consolidation.

Subsequent to January

10, 2024, the Company ceased eliminating the noncontrolling interest in consolidation and recorded an initial negative noncontrolling

interest in total equity for the portion of equity ownership not attributable to Myseum based on the minority interest holders’

ownership interest in the carrying value of RPM’s equity.

Due to the issuance of common shares by RPM, during the year ended December

31, 2024, the Company recorded aggregate initial negative noncontrolling interest of $1,351,942 in total equity for the portion of additional

equity ownership not attributable to the Company based on the minority interest holders’ ownership interest in the carrying value

of RPM’s equity.

During the year ended December 31, 2024, the Company also allocated $785,847 of the net loss of the subsidiary

to noncontrolling interest resulting in a total noncontrolling interest deficit of $2,137,789 as of December 31, 2024.

Due to the cancellation

of common shares by RPM, during the year ended December 31, 2025, the Company recorded aggregate initial negative noncontrolling interest

of $188,810 in total equity for the portion of additional equity ownership not attributable to the Company based on the minority interest

holders’ ownership interest in the carrying value of RPM’s equity.

The Company also allocated $432,847 of the net loss of

the subsidiary to noncontrolling interest during the year ended December 31, 2025.

Immediately prior to the sale and deconsolidation of

RPM on December 12, 2025, aggregate accumulated noncontrolling interest deficit amounted to $2,759,446.

Upon deconsolidation, this balance

was eliminated and included in the calculation of the gain on deconsolidation (see Note 3).

As of December 31, 2025, there is no noncontrolling

interest balance remaining on the consolidated balance sheet.

Variable interest entities

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of the total financial support to the entity, and (iii) substantially all of the activities of the VIE are conducted on its behalf.

VIE is consolidated by its primary beneficiary, the party that has the power to direct the activities that most significantly impact

the VIE’s economic performance and has the right to receive benefits or the obligation to absorb losses of the entity that could

be potentially significant to the VIE.

VIE is consolidated by its primary beneficiary, the party that has the power to direct the activities that most significantly impact the

VIE’s economic performance and has the right to receive benefits or the obligation to absorb losses of the entity that could be

potentially significant to the VIE.

The primary beneficiary assessment must be re-evaluated on an ongoing basis.

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14, 2023, Metabizz, LLC, a Florida corporation, and Metabizz SAS, a company incorporated under the laws of Columbia (collectively “Metabizz”),

were determined to be VIE entities in accordance with ASC 810-10-25-22 because the equity owners in Metabizz did not have the

characteristics of a controlling financial interest and the initial equity investments in these entities may be or were insufficient

to meet or sustain its operations without additional subordinated financial support from DatChat.

were determined to be VIE entities in accordance with ASC 810-10-25-22 because the equity owners in Metabizz did not

have the characteristics of a controlling financial interest and the initial equity investments in these entities may be or are insufficient

to meet or sustain its operations without additional subordinated financial support from Myseum.

The equity owners of Metabizz had only

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The Company participated significantly in the design of Metabizz.

The Company provided working capital advances to Metabizz to allow

Metabizz to fund its day-to-day obligations.

Substantially all of the activities of Metabizz were conducted for the Company’s benefit,

as evidenced by the fact that the operations of Metabizz consisted of development of software and technologies to be used by RPM Interactive

and the Company provided working capital to Metabizz to pay employees and independent contractors to perform the development services

The Company previously provided working capital advances to Metabizz

to allow Metabizz to fund its day-to-day obligations.

Substantially all of the activities of Metabizz were conducted for the Company’s

benefit, as evidenced by the fact that the operations of Metabizz consisted of development of software and technologies to be used by

RPM and the Company provided working capital to Metabizz to pay employees and independent contractors to perform the development services

on behalf of the Company.

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Additionally, the managing partner of Metabizz was also the Chief Innovation Officer

of RPM Interactive.

Since Metabizz, LLC and Metabizz SAS were considered VIE’s, any noncontrolling interest eliminated in consolidation.

In connection with the initial consolidation of Metabizz, on February 14, 2023 (the initial consolidation date), the Company recorded

a gain on initial consolidation of variable interest entities of $42,737.

On March 31, 2024, based on the Company’s

analysis, the Company deconsolidated Metabizz, LLC and Metabizz SAS.

During the three months ended March 31, 2024, the Company ceased

doing business with Metabizz, LLC and Metabizz SAS and will pay technology professionals directly.

In connection with the deconsolidation

of Metabizz, LLC and Metabizz SAS, during the nine months ended September 30, 2024, the Company recorded a gain on deconsolidation of

On August 27, 2024, the Company entered into

an Asset Purchase Agreement with the Seller, pursuant to which it acquired from Seller the Assets (See Note 1) in consideration for the

transfer by the Company of 8,000,000 restricted shares of common stock of RPM Interactive.

Accordingly, as of September 30, 2024, the

Company owned 45.5% of RPM Interactive.

On August 27, 2024, based on the Company’s analysis, the Company determined that RPM Interactive

met the definition of a VIE under the VIE model, which provides for situations in which control may be demonstrated other than by the

possession of voting rights in RPM Interactive.

Based on Company’s analysis, the Company continues to have the power to direct

the activities of RPM Interactive that most significantly impact RPM Interactive’s economic performance and the obligation to absorb

losses of RPM Interactive that could potentially be significant to RPM Interactive or the right to receive benefits from RPM Interactive

that could potentially be significant to RPM Interactive.

March 31, 2024, based on the Company’s analysis, the Company deconsolidated Metabizz, LLC and Metabizz SAS.

During the three months

ended March 31, 2024, the Company ceased doing business with Metabizz, LLC and Metabizz SAS and began paying technology professionals

In connection with the deconsolidation of Metabizz, LLC and Metabizz SAS, during the year ended December 31, 2024, the Company

recorded a gain on deconsolidation of $107.

Immediately following the August 27, 2024 Asset

Purchase Agreement with the Seller (See Note 1), the Company owned 46.7% of RPM.

Based on the Company’s analysis, on August 27,

2024, the Company determined that RPM met the definition of a VIE under the VIE model, which provides for situations in which control

may be demonstrated other than by the possession of voting rights in RPM.

Until the date of sale on December 12, 2025, the Company continued

to have the power to direct the activities of RPM that most significantly impact RPM’s economic performance and the obligation to

absorb losses of RPM that could potentially be significant to RPM or the right to receive benefits from RPM that could potentially be

significant to RPM.

Immediately prior to the sale and deconsolidation, the Company retained approximately 33.7% ownership of RPM.

December 31, 2024, the Company retained approximately 39.7%.

As a result of the sale and deconsolidation on December 12, 2025, the Company

no longer consolidates RPM and does not hold a variable interest in any entity.

Stock-based compensation

Stock-based compensation is accounted for based

on the requirements of the Share-Based Payment Topic of ASC 718, “Compensation — Stock Compensation” (“ASC 718”),

which requires recognition in the financial statements of the cost of employee, non-employee and director services received in exchange

for an award of equity instruments over the period the employee, non-employee or director is required to perform the services in exchange

for the award (presumptively, the vesting period).

ASC 718 also requires measurement of the cost of employee, non-employee, and director

services received in exchange for an award based on the grant-date fair value of the award.

The fair value of each option granted is

estimated as of the date of grant using the Black-Scholes-Merton option-pricing model, net of actual forfeitures.

The fair value is amortized

as compensation cost on a straight-line basis over the requisite service period of the awards, which is generally the vesting period.

The Black-Scholes-Merton option-pricing model includes various assumptions, including the fair market value of our common stock, the

expected life of stock options, the expected volatility, and the expected risk-free interest rate, among others.

These assumptions reflect

our best estimates, but they involve inherent uncertainties based on market conditions generally outside of our control.

if other assumptions had been used, stock-based compensation expense, as determined in accordance with authoritative guidance, could

have been materially impacted.

Furthermore, if we use different assumptions on future grants, stock-based compensation expense could

be materially affected in future periods.

Noncontrolling interests

The Company follows ASC Topic 810, “Consolidation,”

governing the accounting for and reporting of noncontrolling interests (“NCI”) in partially owned consolidated subsidiaries

and the loss of control of subsidiaries.

Certain provisions of this standard indicate, among other things, that NCI be treated as a separate

component of equity, not as a liability, that increases and decreases in the parent’s ownership interest that leave control intact

be treated as equity transactions rather than as step acquisitions or dilution gains or losses, and that losses of a partially-owned consolidated

subsidiary be allocated to noncontrolling interests even when such allocation might result in a deficit balance.

The net loss attributed

to NCI was separately designated in the accompanying consolidated statements of operations and comprehensive loss.

Losses attributable

to NCI in a subsidiary may exceed a NCI’s interests in the subsidiary’s equity.

The excess attributable to NCI is attributed

to those interests.

NCI shall continue to be attributed their share of losses even if that attribution results in a deficit NCI balance.

The Company allocates certain corporate common

expenses to its subsidiaries based on the ratio of direct subsidiary expenses to total consolidated expenses.

Management believes that

this allocation method is reasonable.

The Company accounts for it noncontrolling interest in RPM Interactive

in accordance with ASC Topic 810-10-45, which requires the Company to present noncontrolling interests as a separate component of total

shareholders’ equity on the consolidated balance sheets and the consolidated net loss attributable to its noncontrolling interest

be clearly identified and presented on the face of the consolidated statements of operations.

Through January 10, 2024, the date that

VR Interactive purchased 8,000,000 shares of RPM Interactive from Metabizz LLC, any noncontrolling interest eliminated in consolidation.

Because this change in ownership moved from a consolidated entity (the VIE entities) to a nonconsolidated entity (VR Interactive), subsequent

to January 10, 2024 the Company ceased eliminating the noncontrolling interest in consolidation and recorded an initial negative noncontrolling

interest of $442,361 in total equity for the portion of equity ownership not attributable to DatChat based on the minority interest holders’

ownership interest in the carrying value of RPM Interactive’s equity.

Additionally, during the year ended December 31, 2024, the

Company recorded additional initial negative noncontrolling interest of $909,581 in total equity for the portion of additional equity

ownership not attributable to the Company based on this minority interest holders’ ownership interest in the carrying value of RPM

Interactive’s equity.

The Company also allocated $785,847 of the net loss of the subsidiary to noncontrolling interest resulting

in a total noncontrolling interest deficit of $2,137,789 as of December 31, 2024.

on the requirements of ASC 718 – “Compensation–Stock Compensation ”, which requires recognition in the

consolidated financial statements of the cost of employee, non-employee and director services received in exchange for an award of equity

instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the

vesting period).

The ASC also requires measurement of the cost of employee and director services received in exchange for an award based

on the grant-date fair value of the award.

The Company has elected to account for forfeitures as they occur.

Recently Issued Accounting Pronouncements

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Operating expenses

For the year ended December 31, 2024, operating expenses amounted to

$5,281,339 as compared to $8,784,703 for the year ended December 31 2023, a decrease of $3,503,364, or 39.9%.

For the years ended December

31 2024 and 2023, operating expenses consisted of the following:

For the year ended December 31, 2025, operating

expenses amounted to $5,490,608 as compared to $3,217,603 for the year ended December 31 2024, an increase of $2,273,005, or 70.6%.

the years ended December 31 2025 and 2024, operating expenses consisted of the following:

Year Ended December 31,

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General and administrative expenses

Impairment loss on property and equipment and intangible assets

Impairment loss on digital currencies and other digital assets

Compensation and related expenses

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During the year ended December 31, 2025 and 2024,

compensation and related expenses amounted to $2,320,127 and $4,760,180, respectively, a decrease of $2,440,053, or 51.3%.

was attributable to a decrease in stock-based compensation of $1,985,961 and a decrease in other compensation and other related expenses

of $454,092 related to a reduction in staff.

compensation and related expenses amounted to $3,108,633 and $1,794,611, respectively, an increase of $1,314,022, or 73.2%.

was attributable to an increase in stock-based compensation of $723,890 due to the issuance of new stock options in 2025, an increase

in bonus of $50,000, and an overall increase in compensation and other related expenses of $540,132 as a result of a decrease in the

allocation of compensation and related expenses to RPM, which is included in loss from discontinued operations.

Marketing and advertising expenses

During the years ended December 31, 2024 and 2023, marketing and advertising

expenses amounted to $128,656 and $388,444, respectively, a decrease of $259,788, or 67.0%, primarily due to an overall decrease in promotions,

branding and digital marketing strategies and social media ads.

During the years ended December 31, 2025 and 2024,

marketing and advertising expenses amounted to $238,992 and $84,163, respectively, an increase of $154,829, or 184.0%, primarily due to

an overall increase in promotions, branding and digital marketing strategies and social media advertisements.

Professional and consulting expenses

During the years ended December 31, 2024 and 2023, we reported professional

and consulting expenses of $1,031,898 and $1,324,640, respectively, a decrease of $292,742, or 22.1%.

The decrease is attributable to

a decrease in consulting fees of $96,202, which includes a decrease in stock-based consulting fees of $144,818, offset by an increase

in other consulting fees of $48,616, a decrease in investor relations fees of $224,026, a decrease in legal fees of $27,195, and a decrease

in other professional fees of $43,970, offset by an increase in accounting fees of $98,651.

Research and development costs

During the years ended December 31, 2025 and 2024,

2023, we incurred $857,668 and $1,351,415 in research and development costs, a decrease of $493,747, or 36.5%.

we reported professional and consulting expenses of $1,412,792 and $582,267, respectively, an increase of $830,525, or 142.6%.

was attributable to an increase in legal fees of $400,931, an increase in investor relations fees of $217,850, an increase in accounting

fees of $24,776, an increase in stock-based consulting fees of $19,135, an increase in other consulting fees of $9,908, and an increase

in other professional fees of $157,925, primarily due to a decrease in the allocation of professional and consulting expenses to RPM,

which is included in loss from discontinued operations.

Research and development expenses

During the years ended December 31, 2025 and

2024, we incurred $0 and $166,667 in research and development expenses, a decrease of $166,667, or 100.0%.

Research and development

costs were incurred in connection with our Metaverse software development project, including the development of Habytat which is in the

preliminary stage.

During the year ended December 31, 2024, we ceased development of our Metaverse software.

expenses in 2024 were incurred in connection with an Asset Purchase Agreement dated August 27, 2024 pursuant to which we acquired certain software and recorded research and development

General and administrative expenses

During the years ended December 31, 2024 and 2023, general and administrative

expenses amounted to $942,990 and $892,972, an increase of $50,018, or 5.6%.

The increases are primarily attributable to an increase in

computer and internet expenses of approximately $54,000.

Impairment loss on property and equipment

and intangible assets

During the year ended December 31, 2023, we wrote

off the balance of property and equipment held by MetaBizz since the property and equipment was abandoned and no longer being used by

the Company as of December 31, 2023.

Accordingly, we recognized an impairment loss on property and equipment of $43,671.

We did not recognize

any impairment loss on property and equipment during the year ended December 31, 2024.

Impairment loss on digital currencies and

other digital assets

During the year ended December 31, 2024 and 2023,

operating expenses included an impairment charge related to the write down of digital assets of $0 and $23,381, respectively.

During the years ended December 31, 2025 and 2024,

general and administrative expenses amounted to $730,191 and $589,895, respectively, an increase of $140,296, or 23.8%.

The increase was

primarily attributable to an increase in travel expenses of $57,566, an increase in internet and computer expenses of $52,892, and an

increase in other general and administrative expenses of $96,449.

These increases were offset by a decrease in settlement expense of $66,611

recorded in connection with the Ambassador Settlement discussed elsewhere.

Loss from Operations

During the year ended December 31, 2024, loss from operation amounted

to $5,280,903 as compared to $8,784,031 during the year ended December 31, 2023, a decrease of $3,503,128, or 39.9%.

During the year ended December 31, 2025, loss

from operations amounted to $5,490,058 as compared to $3,217,167 during the year ended December 31, 2024, an increase of $2,272,891, or

Other Income (Expense)

Other income (expenses) primarily consisted of interest income, gain

on initial consolidation of variable interest entities, a forerign curreny exchange loss, a gain on deconsolidation of variable interest

entities, and realized gains on short-term investments.

Other income (expenses) primarily consisted of

interest income, gain on extinguishment of liabilities.

During the years ended December 31, 2025 and 2024, we reported other income, net

of $255,896 and $379,061, respectively.

of $235,412 and $268,752, respectively, a decrease of $33,340, or 12.4%.

During the year ended December 31, 2025, other

income, net primarily consisted of interest income of $268,754, a gain on deconsolidation of variable interest entities of $107, and

a foreign currency exchange loss of $12,965.

During the year ended December 31, 2023, other income, net primarily consisted of interest

income of $384,098, a gain on initial consolidation of variable interest entities of $42,737, a foreign currency exchange loss of $102,

and a realized loss on short-term investments of $47,672.

income, net primarily consisted of interest income, net of $172,754 and gain on extinguishment of liabilities of $62,658.

During the year ended December 31, 2024, other

income, net solely consisted of interest income of $268,752.

Loss from Continuing Operations

During the year ended December 31, 2025, loss

from continuing operations amounted to $5,254,646 as compared to $2,948,415 during the year ended December 31, 2024, an increase of $2,306,231,

Gain (Loss) from Discontinued Operations

For the year ended December 31, 2025, gain from

discontinued operations amounted to $2,214,527 as compared to a loss from discontinued operations of $2,076,592 for the year ended December

31 2024, a positive increase of $4,291,119, or 206.6%.

The following table summarizes the results of the discontinued operations for the

years ended December 31, 2025 and 2024:

Operating expenses

Other expenses

Loss from discontinued operations, net of tax

Gain on sale and deconsolidation of variable interest entities

Total gain (loss) from discontinued operations, net

$ (2,076,592 )

Net Loss and Net Loss Attributable Common

Due to the foregoing reasons, during the years ended December 31, 2024

and 2023, our net loss was $5,025,007 and $8,404,970, respectively, a decrease of $3,379,963, or 40.2%.

During the year ended December

31, 2024 and 2023, we adjusted net loss for the net loss of subsidiary attributable to noncontrolling interest by $785,847 and $0, respectively

Accordingly, during the years ended December 31, 2024 and 2023, our net loss attributable to common shareholders was $4,239,160, or $(1.43)

per common share (basic and diluted) and $8,404,970, or $(4.14) per common share (basic and diluted), respectively, a decrease of $4,165,810,

Due to the foregoing reasons, during the years

ended December 31, 2025 and 2024, our net loss was $3,040,119 and $5,025,007, respectively, a decrease of $1,984,888, or 39.5%.

the years ended December 31, 2025 and 2024, our net loss attributable to Myseum, Inc.

shareholders was $2,607,272 and $4,239,160, respectively,

a decrease of $1,631,888, or 38.5%.

During the year ended December 31, 2025, our total basic and diluted net loss per common share attributable to Myseum, Inc.

During the year ended December 31, 2024, our total basic and diluted net loss per common share attributable to Myseum, Inc.

shareholders was $(1.43).

Liquidity, Capital Resources and Plan of Operations

As of December 31, 2024, we had cash and cash

equivalents of $1,196,699 and short-term investments of $2,952,512.

Short-term investments include U.S.

Treasury bills that are all highly

rated and have initial maturities between four and twelve months.

The accompanying consolidated financial statements have been prepared

on the basis of continuity of operations, realization of assets and the satisfaction of liabilities and commitments in the ordinary course

As of December 31, 2024, we had cash and cash equivalents of $1,196,699, short-term investments of $2,952,512, and working

capital of $3,657,711.

Short-term investments include U.S.

Treasury zero coupon bills that are all highly rated and have initial maturities

between four and twelve months.

Additionally, on January 8, 2025, the Company entered into a securities purchase agreement (the “Purchase

Agreement”) with certain institutional investors pursuant to which the Company agreed to sell to such investors 1,200,000 shares

of common stock of the Company at a purchase price of $4.25 per share of Common Stock (the “Offering”).

The closing of the

sales of these securities under the Purchase Agreement took place on January 9, 2025 and we received net proceeds of $4,537,000.

used in operations was $4,388,385 for the year ended December 31, 2024.

Until such time that the Company implements its growth strategy,

it expects to continue to generate operating losses in the foreseeable future, mostly due to corporate overhead, research and development,

and costs of being a public company.

We believe that our existing working capital and cash on hand will provide sufficient cash to enable

the Company to meet its operating needs and debt requirements for the next twelve months from the issuance date of this report.

Our primary uses of cash have been for research

Liquidity is the ability of a company to generate

funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis.

On December 31,

2025, we had a cash balance of $749,030, short-term investments of $2,981,909, and working capital of $3,045,399.

Short-term investments

Treasury zero coupon bills that are all highly rated and have initial maturities between one and five months.

year ended December 31, 2025, we incurred a net loss of $3,040,119 and used net cash in operations of $4,267,074.

Additionally, the Company had nominal revenues in 2025.

The accompanying consolidated financial statements

have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction

of liabilities in the normal course of business.

The Company’s ability to continue as a going concern is dependent on its ability

to raise additional capital to fund its research and development (“R&D”) activities and meet its obligations on a timely

There can be no assurance that sufficient funding will be available to allow the Company to successfully continue its R&D activities

and meet its obligations.

If the Company is unable to obtain the necessary funds, significant reductions in spending and the delay or

cancellation of planned activities may be necessary.

These actions would have a material adverse effect on the Company’s business,

results of operations, and prospects.

These conditions raise substantial doubt about the Company’s ability to continue as a going

concern within one year from the date these consolidated financial statements are issued.

These consolidated financial statements do not

include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification

of liabilities that might result from the outcome of this uncertainty.

As of December 31, 2025,

Our primary uses of cash has been for research

and development, compensation and related expenses, fees paid to third parties for professional services, marketing and advertising expenses,

1 unchanged sentence

All funds received have been expended in the furtherance of growing the business.

funds from the sale of our common stock, sale of common stock in our subsidiary, RPM Interactive, and the exercise of warrants.

The following

trends are reasonably likely to result in changes in our liquidity over the near to long term:

An increase in working capital requirements to finance our current

funds from the sale of our common stock, sale of common stock of RPM, and the exercise of warrants.

The following trends are reasonably

likely to result in changes in our liquidity over the near to long term:

An increase in working capital requirements to finance our current business,

Cost of research and development,

Addition of administrative, technical and sales personnel as the business

Addition of administrative, technical and sales personnel as the business grows, and

The cost of being a public company.

1 unchanged sentence

Net cash used in operating activities totaled

$4,388,385 and $6,529,277 for the years ended December 31, 2024 and 2023, respectively, a decrease of $2,140,892.

Net cash flow used in operating activities for the year ended December

31, 2024 primarily reflected a net loss of $5,025,007, adjusted for the add-back (reduction) of non-cash items consisting of depreciation

and amortization of $23,129, amortization of right of use assets of $73,977, accretion of stock-based stock option and common stock expense

of $123,300, a non-cash gain from deconsolidation of variable interest entities of $(107), foreign currency exchange loss of $12,965,

and non-cash research and development expense of $166,667, offset by changes in operating assets and liabilities primarily consisting

of an increase in prepaid expenses of $9,649, an increase in accounts payable and accrued expenses of $307,568, and a decrease in operating

lease liabilities of $83,674.

Net cash flow used in operating activities for the year ended December

31, 2023 primarily reflected a net loss of $8,404,970 adjusted for the add-back (reduction) of non-cash items consisting of depreciation

and amortization of $28,943, amortization of right of use assets of $60,549, accretion of stock-based stock option and common stock expense

of $2,254,079, a non-cash gain from initial consolidation of variable interest entities of $(42,737), impairment loss on digital assets

of $23,381, impairment of property and equipment of $43,671, and net realized gain on short-term investments of $327,145, offset by changes

in operating assets and liabilities primarily consisting of a decrease in prepaid expenses of $5,797, a decrease in accounts payable and

accrued expenses of $103,741, and a decrease in operating lease liabilities of $67,339.

$4,267,074 and $4,811,145 for the years ended December 31, 2025 and 2024, respectively, an increase of $544,071.

Net cash flow used in operating activities for

the year ended December 31, 2025 primarily reflected a net loss of $3,040,119 adjusted for the add-back (reduction) of non-cash items

consisting of depreciation and amortization of $41,430, amortization of right of use assets of $33,590, accretion of stock-based stock

option and common stock expense of $866,325, gain on deconsolidation of variable interest entities of $(2,875,892), and gain on extinguishment

of liabilities of $(62,658), offset by changes in operating assets and liabilities primarily consisting of a decrease in accounts receivable

of $124, an increase in prepaid expenses of $117,519, a decrease in assets of discontinued operations of $446,670, an increase in accounts

payable and accrued expenses of $493,667, a decrease in contract liabilities of $29, a decrease in liabilities of discontinued operations

of $26,845, and a decrease in operating lease liabilities of $25,818.

Net cash flow used in operating activities for

the year ended December 31, 2024 primarily reflected a net loss of $5,025,007, adjusted for the add-back (reduction) of non-cash items

consisting of depreciation and amortization of $23,129, amortization of right of use assets of $73,977, accretion of stock-based stock

option and common stock expense of $123,300, common stock expense of RPM of $22,500, a non-cash gain from deconsolidation of variable

interest entities of $(107), foreign currency exchange loss of $12,965, and non-cash research and development expense of $166,667, offset

by changes in operating assets and liabilities primarily consisting of an increase in prepaid expenses of $4,639, an increase in assets

of discontinued operations of $437,048, an increase in accounts payable and accrued expenses of $282,697, an increase in liabilities of

discontinued operations of $24,871, and a decrease in operating lease liabilities of $83,674.

Cash Flows from Investing Activities

Net cash provided by investing activities amounted

to $2,236,751 and $6,160,932 for the years ended December 31, 2024 and 2023, respectively, a decrease of $3,924,181.

During the years ended December 31, 2024, we

purchased short-term investments of $10,767,288 and received gross proceeds from the sale of short-term investments of $13,004,039.

During the years ended December 31, 2023, we

purchased short-term investments of $8,599,121 and received gross proceeds from the sale of short-term investments of $14,745,000.

Additionally,

we received $64,538 in cash upon initial consolidation of variable interest entities and purchased property and equipment amounting to

Net cash provided (used in) by investing activities

amounted to $(244,236) and $2,236,751 for the years ended December 31, 2025 and 2024, respectively, a decrease of $2,480,987.

During the year ended December 31, 2025, cash

flows used in investing activities comprised of gross proceeds from the sale of short-term investments of $6,385,797, purchase of short-term

investments of $6,415,194, purchase of property and equipment of $4,475, a decrease of in cash from sale of RPM of $14,026, and an increase

in the capitalization of internal-use software of $196,338.

During the year ended December 31, 2024, we purchased

short-term investments of $10,767,288 and received gross proceeds from the sale of short-term investments of $13,004,039.

Cash Flows from Financing Activities

Net cash provided by (used in) financing activities

totaled $2,394,971 and $(398,284) for the years ended December 31, 2024 and 2023, respectively.

Net cash provided by financing activities totaled

$4,493,355 and $2,394,971 for the years ended December 31, 2025 and 2024, respectively, an increase of $2,098,384.

During the year ended December 31, 2025, we received

$4,532,000 from the sale of common stock, net, received proceeds from notes payable of $40,000, and paid deferred offering costs of $78,645.

During the year ended December 31, 2024, we received

$559,251 from the sale of common stock, net, received $974,198 from the sale of subsidiary common stock, net, and received $861,522 from

the sale of pre-funded warrants.

During the year ended December 31, 2023, we repaid

related party advances of $1,315, we used cash of $397,969 to purchase 66,945 treasury stock at an average price of $5.94 per share,

and we received $1,000 from the sale of Series B preferred stock.

Off-Balance Sheet Arrangements

We have not entered into any other financial

guarantees or other commitments to guarantee the payment obligations of any third parties.

We have not entered into any derivative contracts

that are indexed to our shares and classified as shareholders’ equity or that are not reflected in our financial statements.

We have not entered into any other financial guarantees

or other commitments to guarantee the payment obligations of any third parties.

We have not entered into any derivative contracts that

are indexed to our shares and classified as shareholders’ equity or that are not reflected in our financial statements.

we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity

9 unchanged sentences

F-1 through F-30, which appear at the end of this Annual Report on Form 10-K.

CHANGES IN AND DISAGREEMENTS WITH

ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

ON ACCOUNTING AND FINANCIAL DISCLOSURE

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 7. Management’s Discussion and Analysis