What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-03-25 compared with 2025-03-31 · 382 added, 86 removed, 243 unchanged (66% of the section changed)

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stock” refer to the common stock in our capital stock.

used in this annual report and unless otherwise indicated, the terms “we”, “us”, “our”, “SRM”

and the “Company” mean SRM Entertainment, Inc.

used in this annual report and unless otherwise indicated, the terms “we”, “us”, “our”, “Tron”

and the “Company” mean Tron Inc.

and its consolidated subsidiary unless the context dictates otherwise.

(formerly SRM Entertainment, Inc.), is a publicly traded company pioneering blockchain-integrated treasury strategies.

As the public

company with the largest TRON (TRX) tokens holdings, the Company is committed to transparency, long-term value creation and the adoption

of decentralized financial tools.

In addition, through our wholly owned subsidiary, the Company designs, develops, and manufactures custom

merchandise which includes toys and souvenirs for the world’s largest theme parks and other entertainment venues.

Many of the Company’s

products are based on award winning multi-billion-dollar entertainment franchises that are featured in popular movies and books.

products are distributed worldwide at Walt Disney Parks and Resorts, Universal Parks and Destinations, United Parks and Resorts –

SeaWorld, Six Flags and other attractions.

is a Nevada corporation that was incorporated on April 22, 2022.

SRM Entertainment Limited (“SRM Ltd”), a limited company

was incorporated in the Hong Kong Special Administrative Region of the People’s Republic of China on January 23, 1981.

acquired SRM Ltd on August 14, 2023.

The consolidated companies are collectively referred to as the Company.

June 16, 2025, we entered into the June Securities Purchase Agreement (as defined below) with Bravemorning (as defined below).

29, 2025, Bravemorning acquired 220,000,000 shares of the Company’s common stock, par value $0.0001 (the “Common Stock”),

via its exercise of June PIPE Warrants (as defined below) with total dollar amount of $110,000,000, and upon such acquisition, Bravemorning

became the owner of approximately 86.6% of the Company’s outstanding shares of Common Stock.

Upon the August Warrant Exercise (as

defined below) in connection with the June Securities Purchase Agreement (as defined below), Bravemorning also held 100,000 Preferred

Stock Shares (as defined below), which are convertible into an additional 200,000,000 shares of Common Stock and which vote on an as-converted

basis with the Common Stock;

and Bravemorning’s ownership of Common Stock and Preferred Stock Shares gave it an aggregate voting

power of approximately 92.5%.

As of March 18, 2026, Bravemorning holds an aggregate voting power of approximately 88.5%.

Sun, who is a director of the Company, is the sole shareholder of Bravemorning.

See “ Recent Developments ” for more

information on these transactions and also on the Employment Agreement Amendments, the Name Change, the Symbol Change and the Charter

Amendment (all as defined below).

These moves reflect the Company’s broader strategic transformation and its commitment to aligning

more closely with the TRON blockchain ecosystem, following the launch of its Tron-focused treasury strategy.

The Company’s ticker

change to “TRON” reinforces its brand identity and positions it as a key corporate player in the rapidly evolving blockchain

and digital asset economy.

December 29, 2025, the Company announced an $18 million strategic equity investment from Justin Sun (“December Investment”).

The closing of the December Investment occurred on January 8, 2026.

See “ Recent Developments ” for more information

on this transaction.

of Presentation

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(“GAAP”) and pursuant to the rules and regulations of US Securities and Exchange Commission (“SEC”).

The acquisition

of SRM Ltd and SRM Inc occurred on August 14, 2023.

The financial statements are prepared using Reverse Acquisition Accounting and as

such, for legal purposes SRM Inc was the acquiring company and for GAAP accounting, SRM Ltd was the acquiring company.

Therefore, the

financial statements are presented using the historical financial statements of SRM Ltd.

using the capital structure of SRM Inc.

Toy and Souvenir Business

Company is a trusted toy and souvenir designer and developer, selling into the world’s largest theme parks and entertainment venues.

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We have licensing relationships with many established content providers, and our products appear in venues

such as Walt Disney, United Parks and Resorts (f/k/a SeaWorld), Universal Studios, Six Flags, Herschend Family Entertainment and

Merlin Entertainment.

We currently have licenses with Smurfs and Zoonicorn LLC, from which we can create multiple products based on

each character within.

Content providers trust us to create unique, stylized extensions of their intellectual property that extend

the relevance of their content with consumers through ongoing engagement, helping to maximize the lifetime value of their

such as Walt Disney, United Parks and Resorts (f/k/a SeaWorld), Universal Studios, Six Flags, Herschend Family Entertainment and Merlin

Entertainment.

We currently have licenses with Smurfs and Zoonicorn LLC, from which we can create multiple products based on each character

Content providers trust us to create unique, stylized extensions of their intellectual property that extend the relevance of

their content with consumers through ongoing engagement, helping to maximize the lifetime value of their content.

Fans are increasingly looking for ways to express their affinity for and engage with their favorite pop culture content.

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This has allowed us to deliver significant growth while lessening our dependence on individual content releases.

Tokens Treasury

TRX token is the governance token of the TRON network, which is used to pay for on-chain transaction fees, participate in network governance

and incentivize validators who generate transaction blocks for the network.

Users can also stake TRX tokens to vote for validators who

facilitate the block validation process and receive staking rewards.

believe that the TRX token is an attractive digital asset which can create long-term value for our shareholders by capitalizing on the

global adoption of blockchain and digital innovation.

Company has adopted a Treasury Reserve Policy (“Treasury Reserve Policy”) which set out our treasury management and capital

allocation strategies, under which our treasury reserve assets will consist of:

and cash equivalents and short-term investments (“Cash Assets”) held by us that exceed working capital requirements;

tokens held by us, as the primary treasury holding asset on an ongoing basis, subject to market conditions and anticipated needs

of the business for Cash Assets.

The TRX token is the native token

of the TRON blockchain.

As of March 18, 2026, the TRX token ranked number 6 by market valuation among all non-stablecoin crypto

tokens globally.

The Company’s plan is to accumulate and hold TRX tokens in its treasury and stake substantially all TRX tokens

to earn yield.

The Company has been engaging primarily in liquid staking activities by staking TRX tokens in its treasury through JustLend

DAO (“JustLend”), the leading decentralized finance (“DeFi”) protocol on the TRON blockchain, whereby it stakes

its digital assets (TRX tokens) into the JustLend protocol to support network operations and, in return, accrued network rewards.

JustLend platform generates yield through a combination of standard staking rewards (i.e.

token rewards derived from delegating to

super representative nodes) and “energy” rental income on the TRON blockchain (i.e.

renting to other users the idle TRON “energy”

resources entitled by TRX staking).

Under standard TRX staking mechanism,

TRX stakers are able to participate in community governance by voting for super representatives.

Yield from standard TRX staking generally

refers to (1) energy and bandwidth obtained by users after staking TRX on the TRON blockchain and (2) the voting rewards in the form of

TRX tokens obtained by users after voting for the super representatives.

Energy rental generally refers to users earning rent by renting

out the energy that is obtained by staking TRX on the TRON blockchain.

According to the mechanism of the TRON blockchain, deploying or

triggering smart contracts consumes energy;

and if energy is insufficient, TRX token(s) will be burned to make up for the missing resources.

Energy could be obtained by either staking TRX tokens or burning TRX tokens.

Given the market demands, there are energy rental protocols

in the market (such as JustLend Energy Rental), such that users can borrow energy without staking nor burning TRX tokens.

Users who already

have staked their TRX tokens on the TRON blockchain have the ability to lend their energy out to earn additional income.

use cases of the TRX token include (but are not limited to):

Governance of TRON blockchain :

By staking their TRX token holdings, TRX token holders will be able to vote for super representative

The top 27 super representative candidates with the highest votes will become the super representative nodes (the “SR”)

and be able to participate in validation and block production.

The super representative candidates who rank 28th to 127th are called

super representative partners (the “SR Partners”).

Each of the SRs, SR Partners and other super representative candidates

may initiate community proposals, but only SRs are entitled to vote for the proposals.

As of March 18, 2026, the SRs of TRON blockchain

include, among others, Google Cloud, Binance, HTX, Kraken, OKX, OKCoin Japan, Kiln, P2P.org, Nansen, and Abra Capital.

Transaction fees on TRON blockchain :

TRX token is primarily used to pay transaction fees on the TRON blockchain.

Generally speaking,

users of the TRON blockchain are required to utilize token resources (namely “bandwidth” and “energy”) in their

wallets to process transactions.

Users can obtain such resources by either burning or staking TRX tokens.

Incentivizing SRs to maintain security and functionality of TRON blockchain:

Block generation rewards and voting rewards on the

TRON blockchain are issued in the form of TRX token.

An SR is entitled to block generation rewards, and voting rewards are distributed

to both SRs and SR Partners.

genesis supply of the TRX token was 100 billion.

New tokens are generated currently at the rate of approximately 1.5% per annum as governance

and block validation rewards.

On the offsetting side, TRX token is burned by the users to pay transaction fees for on-chain activities.

Consequently, the supply change of TRX token depends on how active the blockchain is.

During the period from January 1, 2022 to March

18, 2026, TRX token has been in deflation at approximately 1.7% per annum.

As of March 18, 2026, the supply of TRX token is approximately

94.8 billion.

Currently there is no lock-up, and substantially all the TRX tokens are in circulation.

TRON protocol, one of the largest blockchain-based operating systems in the world, offers public blockchain support of high throughput,

high scalability, and high availability for all decentralized applications (DApps) in the TRON ecosystem.

TRON mainnet was launched in June 2018.

It marked the transition of TRX token from being an ERC-20 token on the Ethereum blockchain to

the native governance token of TRON blockchain, an independent and standalone network.

years of development, TRON blockchain has been uniquely positioned as the dominant settlement protocol for on-chain stablecoin payment.

As of March 18, 2026, TRON had over 371 million in total user wallets globally, hosting approximately 86.4 billion in TRC-20

USDT (Tether) accounting for approximately 46.9% of total USDT circulation.

block generation is secured and validated by a diverse group of super representative nodes globally including major industry players

such as Google Cloud, Binance, HTX, Kraken, OKX, OKCoin Japan, Kiln, P2P.org, Nansen, and Abra Capital.

Company holds the treasury tokens in a self-managed hardware wallet (the “Treasury Wallet”).

The board of directors of the

Company (the “Board”) has full control and access to the Treasury Wallet, which was set up by BiT Global Trust Limited (“BiT

BiT Global is a licensed Trust or Company Service Provider under the licensing regime administered by the Companies Registry

of Hong Kong and a trust company registered under section 78(1) of the Trustee Ordinance (Cap.

29) of Hong Kong, and is therefore a regulated

Treasury Wallet is safely kept in a secure location in Hong Kong controlled by BiT Global.

It utilizes the proprietary technology and

on-chain compliance monitoring services provided by BiT Global.

Pursuant to the Self-Managed Wallet Services Agreement (the “BiT

Global Services Agreement”) entered into by the Company and BiT Global on June 26, 2025, BiT Global has set up the Treasury Wallet

for the Company, licenses certain BiT Global technology to the Company, and provides monitoring services to the Company relating to on-chain

wallet activities.

The Company retains sole control of the Treasury Wallet and private keys in Hong Kong.

Weike Sun and Mr.

our Directors, are authorized by the Board to make the arrangement for safeguarding and operating the private keys of the Treasury Wallet.

Due to security considerations, the details of the private key arrangement are highly confidential and not for public disclosure.

Board is primarily responsible for verifying the existence of treasury token holdings.

The Company’s auditors also have inspected

and verified the Treasury Wallet operations and the existence of the treasury token holdings.

There currently is no insurance coverage

on the treasury tokens.

BiT Global Services Agreement contains customary provisions relating to fees, confidentiality, compliance with applicable law,

indemnification, limitations of liability, and termination.

The foregoing description of the BiT Global Services Agreement does not

purport to be complete and is qualified in its entirety by reference to the full text of the BiT Global Services Agreement, which is

incorporated herein by reference as Exhibit 10.30.

Company has staked and plans to continue to stake TRX tokens in its treasury into Staked TRX (sTRX) tokens through JustLend, the leading

DeFi protocol on the TRON blockchain which executes transactions through smart contracts, to accrue enhanced staking yield from both standard

TRX staking and energy rental.

JustLend is the DeFi staking platform designated by the Company to generate enhanced staking yield via

the staked TRX token (sTRX).

The Company has currently staked nearly 100% of the TRX tokens in its treasury into sTRX tokens.

TRX Tokens Holdings” below.

By holding sTRX tokens, the Company is able to accrue enhanced yields from both standard TRX staking

and energy rental.

staking rewards generated from staking TRX tokens into sTRX via JustLend are distributed according to the protocol’s rules.

20% of the rewards are retained by the JustLend protocol as protocol revenue, while the remaining 80% are allocated to sTRX token holders

on a pro-rata basis.

BiT Global does not receive any portion of the staking rewards.

staking of TRX tokens into sTRX tokens through JustLend was executed on the JustLend webpage.

JustLend is a decentralized finance

protocol, and the staking is governed by the Terms of Service of JustLend.

There is no separate agreement between the Company and JustLend.

The Company has not engaged in offline staking.

TRX token is the native token of the TRON blockchain, and it serves as the utility token for various scenarios.

The staked TRX token

(sTRX) is a derivative token issued by the JustLend DAO protocol that represents the “staked” TRX tokens, and provides

holders exposure to automatically accruing yield through standard TRX staking rewards and energy renting.

Users can obtain sTRX

tokens by staking TRX tokens on JustLend.

The sTRX token is not fixed at a 1:1 conversion ratio with the TRX token;

number of TRX tokens which can be exchanged from one sTRX token increases over time as rewards accumulate in the overall pool of staked tokens.

As the voting rewards

and energy rent accrue, the conversion ratio of the TRX token to the sTRX token increases gradually, so that the number of TRX

tokens which can be obtained by users by unstaking and swapping from sTRX tokens back to TRX tokens increases accordingly.

holding sTRX tokens, the Company is able to accrue enhanced yields from both standard TRX staking and energy rental.

For the avoidance

of doubt, the sTRX token does not generate discrete staking rewards.

Instead, the economic benefit of staking is reflected through a

floating conversion rate between TRX and sTRX, which increases over time based on accrued protocol rewards.

For comparison, the TRX

token remains the native token of the TRON blockchain, and which can be used directly for transaction fee payments and community

whereas the sTRX token functions as a staking and yield-bearing certificate.

On June 28, 2025 and August 28, 2025,

365,096,800 and 312,500,000 TRX tokens were converted into approximately 297,543,246 and approximately 252,133,646 sTRX tokens

respectively, based on the real-time conversion ratio according to the JustLend webpage.

According to the JustLend DAO documentation, users who unstake their sTRX must wait 14 days before they can withdraw the unstaked

TRX by clicking “Withdraw” on the same page.

of the date of this Form 10-K, the Company does not have any material agreements with counterparties relating to the purchase or sale of TRX tokens.

To date, the TRX tokens held in the Company’s treasury were received (i) as payment in kind from the Company’s controlling

shareholder in connection with the issuance of Series B Preferred Stock and warrant shares in connection with the June Securities Purchase

Agreement (as defined below);

and (ii) as a result of the token sale and purchase transactions under the BGDL Token S&P Agreement

(as defined below).

TRX token strategy generally involves from time to time, subject to market conditions, (i) issuing debt or equity securities or engaging

in other capital raising transactions with the objective of using the proceeds to purchase TRX tokens, and (ii) acquiring TRX tokens

with our liquid assets that exceed working capital requirements.

We intend to fund further TRX token acquisitions primarily through issuances

of Common Stock and a variety of fixed-income instruments, including debt, convertible notes and preferred stock.

view our TRX tokens holdings as long-term holdings and expect to continue to accumulate TRX tokens.

We have not set any specific target

for the amount of TRX tokens we seek to hold, and we will continue to monitor market conditions in determining whether to engage in additional

financings to purchase additional TRX tokens.

This overall strategy also contemplates that we may (i) enter into additional capital raising

transactions that are collateralized by our TRX tokens holdings, and (ii) consider pursuing strategies to create income streams or otherwise

generate funds using our TRX tokens holdings.

primary focus of the business of the Company is the accumulation of TRX tokens with the goal to realize long-term value creation through

price appreciation and staking yield.

The sTRX token, being a derivative token that represents the “staked” TRX token,

provides exposure to additional yield from standard TRX staking rewards and energy renting.

The Company currently has no intention to

use its TRX token reserve to support or finance its operating activities.

However, the Company will not rule out the possibility of doing

so in the future, subject to its business or financing needs.

Further, save for the USDT (Tether) stablecoins received by the Company

under the December Investment (as defined below), the Company currently does not plan to hold any crypto assets other than TRX tokens

and sTRX tokens which were obtained from TRX staking.

in 2017 by Justin Sun, TRON is an open blockchain network that supports smart contracts and decentralized applications.

Justin Sun oversaw

development of the TRON blockchain prior to the establishment of TRON DAO in 2021.

TRON blockchain is a public blockchain with high throughput, cost-efficient capacity which is widely used as decentralized infrastructure

by stablecoins, decentralized finance (DeFi), and other decentralized applications (DApp).

The TRON Virtual Machine (TVM) supports the

deployment and execution of smart contracts, with the network operating under a Delegated Proof-of-Stake (DPoS) consensus mechanism which

allows the holders of the blockchain’s native tokens to participate in community governance by staking, voting and election of

latest major developments of the TRON blockchain include:

In August 2025, the TRON community voted and approved the energy price amendment proposal, lowering the unit price of energy from 0.00021

TRX to 0.00010 TRX in August 2025 (Proposal #104), further reducing the transaction fees of the TRON blockchain.

Developments – Lowering of Transaction Fees ” and “ Risk Factors - The price decrease of energy, a type of system

resources on the TRON blockchain, could negatively affect the Company.

In May 2025, TRON blockchain completed the GreatVoyage-v4.8.0 (Kant) upgrade.

It aims at enhancing the blockchain’s compatibility

with Ethereum (following the Cancun upgrade) to make it easier for developers to migrate applications from Ethereum to TRON blockchain.

Sun does not serve as an executive officer of the Company.

More specifically, Justin Sun does not hold any officer position for the Company

or any subsidiary thereof, he is not in charge of any business unit, and he does not perform any policy making functions.

He acts solely

in an advisory role as an independent contractor, pursuant to the terms of the Sun Advisory Agreement, as defined and further described

TRX Tokens Holdings

completion of the June PIPE Offering (as defined below), the Company received 365,096,845 TRX tokens, being part of the Consideration

Tokens (as defined below) from Bravemorning (as defined below).

Upon completion of the August Warrant Exercise (as defined below), the

Company received an additional 312,500,100 TRX tokens, being the Warrant Exercise Tokens (as defined below) from Bravemorning.

March 18, 2026, the Company holds approximately 9,769,626 TRX tokens and approximately 549,676,892 sTRX tokens.

aggregate of 365,096,800 TRX tokens of the Consideration Tokens held by the Company have been “staked” on JustLend, a decentralized

finance (DeFi) protocol, on June 28, 2025 in exchange for approximately 297,543,246 Staked TRX (sTRX) tokens.

312,500,000 TRX tokens

of the Warrant Exercise Tokens held by the Company have been “staked” on JustLend on August 28, 2025 in exchange for approximately

252,133,646 sTRX tokens.

“Staking” is a process commonly used in the blockchain industry that allows network participants

to earn rewards by locking their tokens in wallets.

The sTRX token is a derivative token that represents the “staked” TRX

tokens, which can automatically generate yield (through the combination of standard TRX staking rewards and energy renting) for the token

The sTRX token does not generate discrete staking rewards.

Instead, the economic benefit of staking is reflected through a floating

conversion rate between TRX and sTRX, which increases over time based on accrued protocol rewards.

out of the 677,596,945 TRX tokens received by the Company from the June PIPE Offering and the August Warrant Exercise, the Company has

staked 677,596,800 TRX tokens (which is nearly 100% of the TRX tokens received) into approximately 549,676,892 sTRX tokens.

It is necessary

for the Company to retain a small portion of TRX tokens for the on-chain transaction fees payment.

of March 18, 2026, the Company has not yet had any TRX token dispositions.

Company intends to substantially utilize its excess cash to accumulate TRX tokens, and execute the relevant transactions (including potential

future disposals) through a variety of leading global trading platforms to ensure the execution quality.

The Company’s digital

asset treasury (DAT) strategy is to buy and hold TRX tokens without hedging, as we believe that market timing generally is counter productive

Company and the TRON Ecosystem

there are crossover relationships between certain directors of the Company and the TRON blockchain ecosystem (Weike Sun is the father

of Justin Sun, the founder of TRON, Zhihong Liu has been a senior advisor to TRON DAO, and Zi Yang is associated with Tronscan, the official

internet explorer for the TRON blockchain), there is no direct relationship between the Company and the TRON DAO.

The Company’s

name merely recognizes that it has adopted a treasury strategy focused on TRX, the native token of the TRON blockchain.

The TRON DAO,

by contrast, is the decentralized autonomous organization that, since 2021, facilitates the development of the TRON blockchain network.

Justin Sun, our advisor, founded TRON in 2017 and oversaw its development prior to the establishment of TRON DAO in 2021.

Super Representatives,

elected by the community of TRX holders and acting by consensus are the sole decision makers for TRON DAO.

While it is possible that

developments to the TRON blockchain, as directed and agreed by TRON DAO, could affect consumer use of or market perception about TRX,

and thus impact our business, the relationship to the Company is incidental.

Accounting Policies

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income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification.

income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock

outstanding during the period.

If applicable, diluted earnings per share assume the conversion, exercise or issuance of all common

stock instruments such as options, warrants, convertible securities and preferred stock, unless the effect is to reduce a loss or

increase earnings per share.

Warrants are not considered in the calculations for the years ended December 31, 2024 and 2023, as the

impact of the potential shares of common stock would be to decrease the loss per share.

Basic net income

(loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during

If applicable, diluted earnings per share assume the conversion, exercise or issuance of all common stock instruments such

as options, warrants, convertible securities and preferred stock, unless the effect is to reduce a loss or increase earnings per share.

Warrants are not considered in the calculations for the years ended December 31, 2025 and 2024, as the impact of the potential shares

of common stock would be to decrease the loss per share.

For the Years Ended December 31,

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$ (4,339,345 )

Denominator for basic earnings per share - Weighted-average

shares of common stock issued and outstanding during the period

Denominator for basic earnings per share - Weighted-average shares of common stock issued and outstanding during the period

Denominator for diluted earnings per share

41 unchanged sentences

tax rates equating to approximately $3,253,925 and $1,377,232, respectively.

Due to the Company’s lack of earnings history, the deferred

tax asset has been fully offset by a valuation allowance of $1,377,232 and $497,655 for the years ended December 31, 2024 and 2023.

Due to the Company’s lack of earnings history, the

deferred tax asset has been fully offset by a valuation allowance of $3,253,925 and $1,377,232 for the years ended December 31, 2025

Based Compensation

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Expense Disclosures:

Public entities must now disclose significant segment expenses that are regularly provided to the chief

operating decision maker (CODM) and included in each reported measure of segment profit or loss.

Public entities must now disclose significant segment expenses that

are regularly provided to the chief operating decision maker (CODM) and included in each

reported measure of segment profit or loss.

of Other Segment Items:

Entities are required to disclose an amount for “other segment items” by reportable segment,

representing the difference between reported segment revenues and the sum of significant segment expenses and the reported measure

of segment profit or loss.

A qualitative description of the composition of these other segment items is also required.

Entities are required to disclose an amount for “other

segment items” by reportable segment, representing the difference between reported

segment revenues and the sum of significant segment expenses and the reported measure of

segment profit or loss.

A qualitative description of the composition of these other segment

items is also required.

Reporting Requirements:

All annual disclosures about a reportable segment’s profit or loss and assets, including the new

disclosures introduced by ASU 2023-07, must now be provided in interim periods as well.

All annual disclosures about a reportable segment’s profit

or loss and assets, including the new disclosures introduced by ASU 2023-07, must now be

provided in interim periods as well.

Reportable Segment Entities:

Public entities with a single reportable segment are explicitly required to provide all segment

disclosures mandated by ASC 280, including those introduced by ASU 2023-07.

This clarification ensures that users receive comprehensive

information about the entity’s operations and performance.

Public entities with a single reportable segment are explicitly

required to provide all segment disclosures mandated by ASC 280, including those introduced

by ASU 2023-07.

This clarification ensures that users receive comprehensive information about

the entity’s operations and performance.

of CODM Information:

Entities must disclose the title and position of the CODM and explain how the CODM uses the reported measure(s)

of segment profit or loss in assessing performance and allocating resources.

Entities must disclose the title and position of the CODM and explain

how the CODM uses the reported measure(s) of segment profit or loss in assessing performance

and allocating resources.

amendments are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after

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of Operations

the years ended December 31, 2024 and 2023

following table provides selected financial data about us for the year ended December 31, 2025 and 2024, respectively.

December 31, 2024

December 31, 2023

Cost of Sales

Gross Profit (Loss)

Total (expenses)

Other Income (loss)

(14,429,112 )

Net Income (Loss)

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generated $4,740,551 in revenues for the year ended December 31, 2025 compared to $4,311,382 revenues for the year ended December 31,

The decrease can be attributed to our largest theme park orders were down due to major expansion resulting

in a decrease in attendance at their Ordando facility, timing delays for orders from another theme park operator and an election year

in which retailers were very cautious in buying.

We believe with the new theme park opening in Orlando in 2025, our business should benefit from the publicity

and enthusiasm that typically surrounds new theme park openings.

The decrease can be attributed to our largest theme park orders were down due to major expansion resulting in a decrease in attendance

at their Orlando facility, timing delays for orders from another theme park operator and an election year in which retailers were very

cautious in buying.

We believe with the new theme park opening in Orlando in 2025, our business should benefit from the publicity and

enthusiasm that typically surrounds new theme park openings.

Expenses and other income/expenses

had total operating expenses and other income/expense of $5,194,576 for the year ended December 31, 2024 compared to $3,371,309 for the

year ended December 31, 2023.

had total operating expenses and other income/expense of $3,579,816 for the year ended December 31, 2025 compared to $5,194,576 for

the year ended December 31, 2024.

expenses for the year ended December 31, 2025 totaled $3,579,816 were in connection with our daily operations as follows:

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(iv) depreciation and amortization of $334,522;

(v) general and administrative

expenses of $1,667,548, consisting of payroll and related taxes, travel, meals and entertainment, office supplies and expense and other

normal office and administration expenses;

(vi) stock based compensation of $1,861,743 consisting primarily of investor relations and

public awareness campaign and the fair value of stock options granted to officers, directors and employees.

Other expenses consisted

of net interest expense of $4,548.

(v) salary and wages of $1,255,713;

(vi) general and administrative expenses of $584,311, consisting of travel, meals and entertainment, office supplies and expense and

other normal office and administration expenses;

(vii) stock based compensation of $488,966 consisting primarily of investor relations

and public awareness campaign and the fair value of stock options granted to officers, directors and employees;

(viii) stock transfer

and SEC fees of $304,118;

and (ix) net interest income of $135,411.

income (loss) for the year ended December 31, 2025 of $14,429,112 consisted of:

(i) an unrealized loss of $15,223,891 and a realized

loss of $2,135,357 on the fair value of our Digital Assets;

(ii) unrealized income of $5,437,403 accrued from our Digital Asset

liquid staking activities;

and (iii) the impairment of an intangible asset of $2,507,267.

The Company had no other income (loss) for

the year ended December 31, 2024.

expenses for the year ended December 31, 2024 totaled $5,194,576 were in connection with our daily operations as follows:

6 unchanged sentences

(iv) depreciation and amortization of $116,880;

(v) general and administrative

expenses of $1,270,681, consisting of payroll and related taxes, travel, meals and entertainment, office supplies and expense and other

normal office and administration expenses;

(vi) stock based compensation of $427,702 consisting primarily of investor relations and public

awareness campaign.

Other expenses consisted of net interest expense of $16,927.

during 2024 were higher than the same period in 2023 due primarily to increased stock based compensation related to investor relations and public

awareness campaign and the fair value of stock options granted to officers, directors and employees and other costs

associated with our company being listed and traded on Nasdaq.

In addition, we launched new product lines as well as increased marketing,

promotional and social media efforts.

(v) salary and wages of $1,074,014;

(vi) general and administrative expenses of $593,535, consisting of travel, meals and entertainment, office supplies and expense and

other normal office and administration expenses;

(vii) stock based compensation of $1,861,743 consisting primarily of investor relations

and public awareness campaign and the fair value of stock options granted to officers, directors and employees;

and (viii) net interest

expense of $4,548.

during 2025 were lower than the same period in 2024 due primarily to decreased stock-based compensation related to investor

relations and public awareness campaign and the fair value of stock options granted to officers, directors and employees and other

costs associated with our company being listed and traded on Nasdaq.

In addition, during 2024 we launched new product lines as well

as increased marketing, promotional and social media efforts.

Income/Losses

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any expense obligations as they come due.

of December 31, 2024, we had approximately $1,352,373 in cash and cash equivalents, a decrease of $1,628,368 from the $2,980,741 as

of December 31, 2023.

During the year ended December 31, 2024 and 2023, we raised net proceeds of $2,501,255 and $5,168,325, respectively from the

sale of securities.

of December 31, 2025, we had working capital of $11,757,517 and approximately $10,455,360 in cash and cash equivalents, an increase in

cash and cash equivalents of $9,102,987 from the $1,352,373 as of December 31, 2024.

During the year ended December 31, 2025, we raised

net proceeds of $11,440,137 from the sale of securities and exercise of warrants and options.

Additionally, the Company received a total

of $210,000,000 in Digital Assets from the combination of sales of common and preferred stock.

cash used in our operating activities of $ 1,443,401during the year ended December 31, 2025, was primarily due to our operating loss

of $4,339,345 offset by $1,861,743 of stock-based compensation.

cash used in our operating activities of $766,877 during the year ended December 31, 2023, was primarily due to our operating loss of

$2,053,843 offset by $1,288,800 of stock-based compensation.

the year ended December 31, 2024, the net cash provided by financing activities of $1,501,255 was from the $2,501,255 proceeds of

our sale of common stock in from our registered direct offerings under our Shelf S-3 less the $1,000,000 payment on a

promissory note.

the year ended December 31, 2023, net cash provided by financing activities of $3,687,058 was from the $5,168,325 proceeds from the sale

of our common stock in our initial public offering less the payment of $1,488,966 on a promissory

note to Safety Shot.

the year ended December 31, 2024, net cash used in investing activities of $273,264 consisted of a $250,000 cash payment as part of the

asset purchase agreement related to our purchase of intangible assets and $23,264 paid for fixed assets.

the year ended December 31, 2023, net cash used in investing activities of $392,956 was $350,176 used in the acquisition of SRM Entertainment

Ltd and $42,780 purchase of fixed assets.

of $2,527,567 offset by $488,966 of stock-based (non-cash) compensation.

cash used in our operating activities of $2,856,359 during the year ended December 31, 2024, was primarily due to our operating loss

of $4,334,797 offset by $1,861,743 of stock-based (non-cash) compensation.

the year ended December 31, 2025, the net cash provided by financing activities of $ 10,615,208 included (i) proceeds of $4,940,559 from

a private placement and proceeds of $5,803,571 from the exercise of warrants related to the private placement;

(ii) a $500,000 payment

on a promissory note;

and (iii) proceeds of $696,007 from the exercise of options.

addition to the cash provided as describe above, the Company entered into a Securities Purchase Agreement under the terms of which the

Company received $100,000,000 in digital assets and issued 100,000 shares of its Series B Preferred Stock convertible into 200,000,000

shares of common stock and warrants convertible into 220,000,000 shares of the Company’s common stock with an exercise price of

$0.50 per share in return for the issuance of 100,000 Series B Preferred shares.

Subsequently, the 220,000,000 warrants were exercised

with the payment of $110,000,000 in digital assets for 220,000,000 shares of the Company’s common stock.

the year ended December 31, 2024, the net cash provided by financing activities of $1,501,255 included the $2,501,255 proceeds of our

sale of common stock in from our registered direct offerings under our Shelf S-3 less the $1,000,000 payment on a promissory note.

Company paid $68,820 in cash for fixed assets during the year ended December 31, 2025.

During the year ended December 31, 2024, net cash

used in investing activities of $273,264 consisted of a $250,000 cash payment as part of the asset purchase agreement related to our

purchase of intangible assets and $23,264 paid for fixed assets.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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What changed 10-K

Item 7. Management’s Discussion and Analysis