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Item 9A. Controls and Procedures

2026-03-25 compared with 2025-03-31 · 883 added, 628 removed, 609 unchanged (71% of the section changed)

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Executive Officer

Financial Officer

Douglas McKinnon

Chief Financial officer

following describes the business experience of each of our directors and executive officers, including other directorships held in reporting

Miller, Chief Executive Officer and Chairman , has served as Chief Executive Officer and Director of the Company since November

Richard Miller,

Chief Executive Officer and Member of the Board of Directors , has served as Chief Executive Officer and Director of the Company since

November 2020.

Previously, Mr.

Miller served as the Chief Operating Officer and Chief Compliance Officer of Jupiter Wellness, Inc.

(n/k/a Safety Shot, Inc.) from November

2018 until November 2020.

Prior to his service to Safety Shot, Mr.

Miller served as president of Caro Consulting, Inc.

consulting firm that advises emerging growth companies.

Over the last twenty years Mr.

Miller has provided strategic advice to

hundreds of companies across diverse industries.

He has assisted C Level executives with expanding, financing and other challenges

emerging companies face.

Miller co-founded of Teeka Tan Suncare Products in 2004 and oversaw the development, design and launch

of a diverse sun care product line along with the public offering of the company.

He is an advocate for school safety and local

schools through his grass roots group My School Counts.

McKinnon, Chief Financial Officer, has served as our Chief Financial Officer since April 2022.

McKinnon previously served

as Chief Financial Officer of Safety Shot from August 2019 to April 2022 and has served as the Chief Executive Officer of AppYea, Inc.

Miller served as the Chief Operating Officer of Jupiter Wellness, Inc.

Prior to that, Mr.

Miller served

as president of Caro Consulting, Inc.

a consulting firm that provided advisory services to emerging growth companies.

In that role, he

advised management teams on strategic planning, business development, and financing matters.

Miller has over twenty years of experience

providing strategic and operational guidance to companies across multiple industries.

Miller co-founded Teeka Tan Suncare Products

in 2004, where he product oversaw the development and commercialization and participated in the company’s public offering.

Miller is the founder of My School Counts, a grassroots organization focused on school safety and support of local educational initiatives.

Chief Financial Officer, has served as our Chief Financial

Officer since April 2022.

McKinnon previously served as Chief Financial Officer of Safety Shot from August 2019 to April 2022 and

has served as the Chief Executive Officer of AppYea, Inc.

since March 2016.

McKinnon has also served as a Director of Surna, Inc.

since March, 2014 and as Surna’s Executive Vice President

and Chief Financial Officer since April, 2014.

Prior to Surna, Inc., Mr.

McKinnon served as Chief Executive Officer of 1st Resource Group,

since March, 2014 and as Surna’s Executive Vice President and Chief Financial Officer since April, 2014.

Prior to Surna, Inc.,

McKinnon served as Chief Executive Officer of 1st Resource Group, Inc.

for four years.

McKinnon’s 35+ year professional career includes financial, advisory and operation experience across a

broad spectrum of industry sectors, including oil and gas, technology, and communications.

He has served in C-level positions in both

private and public sectors, including Chairman and CEO of an American-Stock-Exchange traded company, VP - Chief Administrative Officer

of a $12-billion market cap Nasdaq-traded company for which the management team raised over $2.2 billion, CFO of several publicly-held

US, Canadian and Australian companies, and CEO/CFO of various other private enterprises.

McKinnon’s 35+ year professional

career includes financial, advisory and operation experience across a broad spectrum of industry sectors, including oil and gas, technology,

and communications.

He has served in C-level positions in both private and public sectors, including Chairman and CEO of an American-Stock-Exchange

traded company, VP - Chief Administrative Officer of a $12-billion market cap Nasdaq-traded company for which the management team raised

over $2.2 billion, CFO of several publicly-held US, Canadian and Australian companies, and CEO/CFO of various other private enterprises.

As an entrepreneur, Mr.

McKinnon has been involved

in organizations ranging from start-up companies using venture capital funding to publicly traded institutional backed companies.

Additionally,

McKinnon has been involved in organizations ranging from start-up companies using venture capital funding to

publicly traded institutional backed companies.

Additionally, Mr.

McKinnon has extensive merger and acquisition, and turnaround experience.

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Private Boards as well as Chairman of the Audit Committee of a Nasdaq listed company.

Herman has served on our Board since 2022.

Herman is a seasoned investor with many years of investment and business experience.

From 2005 to 2020 he co-managed Strategic Turnaround Equity Partners, LP (Cayman) and its affiliates.

From January 2011 to August 2013,

he was a managing member of Abacoa Capital Management, LLC, which managed Abacoa Capital Master Fund, Ltd., focused on a Global-Macro

investment strategy.

From 2005 to 2020, Mr.

Herman was affiliated with Arcadia Securities LLC, a New York-based broker-dealer.

to 2002, he was an investment banker with Burnham Securities, Inc.

From 1993 to 1997, he was a managing partner of Kingshill Group, Inc.,

a merchant banking and financial firm with offices in New York and Tokyo.

Herman has a B.S.

from the University at Albany with a

major in Political Science and minors in Business and Music.

Herman has many years of experience serving on the boards of public

and private companies.

He presently sits on the boards of Siyata Mobile, Inc.

SYTA), LQR House, Inc.

LQR), SusGlobal

SNRG) and XS Financial, Inc.

We believe Mr.

Herman’s extensive board and investment experience

makes him well-qualified to serve as a member of our board of directors.

Haywood, Director , has served as a director of the Company since April 2022 and is currently a principal of HKA Capital Advisors,

a platform from which to offer consulting services and develop proprietary trading algorithms, which he founded in 2010.

From May 2011

to April 2018 Mr.

Haywood was the Co-Chief Investment Officer and a Director of Tempest Capital AG, a Zurich-based family office/private

equity fund, responsible for structuring and making activist investments in the technology and natural resource sectors.

From May 2009

to March 2011, Mr.

Haywood was the Chief Investment Officer of Panda Global Advisors, an emerging markets oriented Global Macro fund

with a focus on liquid assets, sovereign credit, interest rates, foreign exchange, equity and commodities, which he founded in 2011.

From July 2005 to December 2007, Mr.

Haywood was a Partner and Senior Portfolio Manager for Sailfish Capital Partners, a multi-strategy

fund, where he co-founded and managed the fund’s global Emerging Markets strategy.

From December 1997 to June 2005, he was a Managing

director at Credit Suisse where he managed the firm’s proprietary credit portfolio and was jointly responsible for the creation

of the firm’s customer-oriented trading platform.

Haywood received a master’s degree in Chemical Engineering from Imperial

College, University of London in 1990.

Haywood has served as a board member of SRM since December 2022.

We believe Mr.

extensive management and board experience makes him well-qualified to serve as a member of our board of directors.

Sun , age 66, began his career in journalism and public infrastructure administration in China.

Following his extensive experience

in the public sector, Mr.

Sun transitioned to the private sector holding senior management and advisory role to several fintech companies

since 2016, including Ruibo (Beijing) Technology and Peiwo Huanle (Beijing) Technology.

He was the Chairman of Guangzhou Keyhiway Printing

Technology, a listed company on China’s National Equities Exchange and Quotations (NEEQ) from March 2022 to July 2023.

holds a bachelor’s degree from Qinghai Normal College.

Weike Sun is the sole shareholder of Bravemorning.

Liu , age 60, has been the senior advisor to TRON DAO since 2021, leading its strategic investment activities.

Previously, Mr.

served as the board director of Valkyrie Investment helping to launch one of the first Bitcoin future ETFs in the US.

Prior to joining

the blockchain industry in 2021, he had held senior positions in the financial industry for over 20 years working for leading global

firms including Ant Financial, NOMURA, Salomon Smith Barney and Fidelity Investment.

Liu holds an MBA from Columbia University and

a bachelor’s degree from Zhejiang University in China.

Yang , age 27, has been active in the blockchain industry for over 5 years.

Yang currently holds senior positions for several

leading blockchain projects including Tronscan, the official blockchain explorer for Tron protocol.

Yang holds a bachelor’s

degree in Human Resource Management from Guangdong University of Foreign Studies in China.

Board is elected annually by our stockholders.

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committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act.

In order to be

considered independent for purposes of Rule 10A-3, a member of an audit committee may not, other than in his or her capacity as a

member of the audit committee, the board of directors, or any other board committee (1) accept, directly or indirectly, any

consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries or (2) be an affiliated person of

the listed company or any of its subsidiaries.

In order to be considered

independent for purposes of Rule 10A-3, a member of an audit committee may not, other than in his or her capacity as a member of the

audit committee, the board of directors, or any other board committee (1) accept, directly or indirectly, any consulting, advisory, or

other compensatory fee from the listed company or any of its subsidiaries or (2) be an affiliated person of the listed company or any

of its subsidiaries.

Board has undertaken a review of its composition, the composition of its committees and the independence of each director.

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relationships, our Board has determined that Messrs.

Melton, Herman and Haywood do not have any relationships that would interfere with

Melton, Liu and Yang do not have any relationships that would interfere with

the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent”

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audit committee consists of Mr.

Herman and Mr.

Haywood, with Mr.

Melton serving as the chairman.

Our Board has determined

Melton is an “audit committee financial expert” within the meaning of the SEC regulations.

Our Board has also determined

that each member of our audit committee can read and understand fundamental financial statements in accordance with applicable requirements.

In arriving at these determinations, the Board has examined each audit committee member’s scope of experience and the nature of

their employment in the corporate finance sector.

Melton, serving as chairman and Messrs.

Liu and Yang.

Our Board has determined that Mr.

“audit committee financial expert” within the meaning of the SEC regulations.

Our Board has also determined that each member

of our audit committee can read and understand fundamental financial statements in accordance with applicable requirements.

at these determinations, the Board has examined each audit committee member’s scope of experience and the nature of their employment

in the corporate finance sector.

The functions of this committee include:

a qualified firm to serve as the independent registered public accounting firm to audit our

financial statements;

to ensure the independence and performance of the independent registered public accounting

the scope and results of the audit with the independent registered public accounting firm,

and reviewing, with management and the independent accountants, our interim and year-end

operating results;

procedures for employees to submit concerns anonymously about questionable accounting or

audit matters;

our policies on risk assessment and risk management;

related party transactions;

and reviewing a report by the independent registered public accounting firm at least annually,

that describes our internal quality-control procedures, any material issues with such procedures,

selecting a qualified firm to serve as the independent registered

public accounting firm to audit our financial statements;

helping to ensure the independence and performance of the independent

registered public accounting firm;

discussing the scope and results of the audit with the independent

registered public accounting firm, and reviewing, with management and the independent accountants, our interim and year-end operating

developing procedures for employees to submit concerns anonymously

about questionable accounting or audit matters;

reviewing our policies on risk assessment and risk management;

reviewing related party transactions;

obtaining and reviewing a report by the independent registered

public accounting firm at least annually, that describes our internal quality-control procedures, any material issues with such procedures,

and any steps taken to deal with such issues when required by applicable law;

(or, as permitted, pre-approving) all audit and all permissible non-audit services, other

than de minimis non-audit services, to be performed by the independent registered public

accounting firm.

approving (or, as permitted, pre-approving) all audit and all

permissible non-audit services, other than de minimis non-audit services, to be performed by the independent registered public accounting

compensation committee consists of Messrs.

Melton, Haywood and Herman with Mr.

Herman serving as the chairman.

Melton, Liu and Yang with Mr.

Liu serving as the chairman.

The functions of the compensation

committee will include:

and approving, or recommending that our Board approve, the compensation of our executive

and recommending that our Board approve the compensation of our directors;

and approving, or recommending that our Board approve, the terms of compensatory arrangements

with our executive officers;

● administering

our stock and equity incentive plans;

independent compensation consultants and assessing conflict of interest compensation advisers;

and approving, or recommending that our Board approve, incentive compensation and equity

and establishing general policies relating to compensation and benefits of our employees

and reviewing our overall compensation philosophy.

reviewing and approving, or recommending that our Board approve,

the compensation of our executive officers;

reviewing and recommending that our Board approve the compensation

of our directors;

reviewing and approving, or recommending that our Board approve,

the terms of compensatory arrangements with our executive officers;

administering our stock and equity incentive plans;

selecting independent compensation consultants and assessing

conflict of interest compensation advisers;

reviewing and approving, or recommending that our Board approve,

incentive compensation and equity plans;

reviewing and establishing general policies relating to compensation

and benefits of our employees and reviewing our overall compensation philosophy.

and Corporate Governance Committee

nominating and corporate governance committee consists of Messrs.

Melton and Haywood and Herman, with Mr.

Herman serving as the chairman.

The functions of the nominating and governance committee will include:

● identifying

and recommending candidates for membership on our Board;

nominees recommended by stockholders;

and recommending the composition of our committees;

our code of business conduct and ethics, corporate governance guidelines and reporting;

recommendations to our Board concerning governance matters.

Melton, Liu and Yang, with Mr.

Yang serving as the chairman.

The functions

of the nominating and governance committee will include:

identifying and recommending candidates for membership on our

including nominees recommended by stockholders;

reviewing and recommending the composition of our committees;

overseeing our code of business conduct and ethics, corporate

governance guidelines and reporting;

making recommendations to our Board concerning governance matters.

nominating and corporate governance committee also annually reviews the nominating and corporate governance committee charter and the

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have adopted a code of ethics and conduct applicable to all of our directors, officers, employees and all persons performing similar

We expect that any amendments to the code, or any waivers

of its requirements, will be disclosed in our public filings with the Securities and Exchange Commission.

Insider Trading Policy

Company has adopted an insider trading policy that governs the purchase, sale and other dispositions of our securities that

applies to our officers and directors, as well as our employees that have regular access to material, non-public information about the

Company in the normal course of their duties.

We believe that our insider trading policy is reasonably designed to promote compliance

with insider trading laws, rules and regulations, and listing standards applicable to us.

A copy of our insider trading policy is filed

as Exhibit 19.1 to this Form 10-K.

We expect that any amendments to the code, or any waivers of its requirements, will be disclosed in our public filings with

the Securities and Exchange Commission.

Trading Policy

Company has adopted an insider trading policy that governs the purchase, sale and other dispositions of our securities that applies to

our officers and directors, as well as our employees that have regular access to material, non-public information about the Company in

the normal course of their duties.

We believe that our insider trading policy is reasonably designed to promote compliance with insider

trading laws, rules and regulations, and listing standards applicable to us.

A copy of our insider trading policy is incorporated by reference herein as Exhibit

19.1 to this Form 10-K.

Governance Guidelines

have adopted corporate governance guidelines that serve as a flexible framework within which our Board and its committees operate.

These guidelines cover a number of areas including the size and composition of the Board, Board membership criteria and director qualifications,

guidelines cover a number of areas including the size and composition of the Board, Board membership criteria and director qualifications,

director responsibilities, Board agenda, roles of the chairman of the Board and Chief Executive Officer and Chief Financial Officer,

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our knowledge, our directors and executive officers have not been involved in any of the following events during the past ten years:

any bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

any bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive officer

either at the time of the bankruptcy or within two years prior to that time;

any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor

subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently

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to be associated with any person practicing in banking or securities activities;

being found by a court of competent jurisdiction in a civil action, the SEC or the Commodity Futures Trading Commission to have violated a Federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

being subject of, or a party to, any Federal or state judicial or administrative order, judgment decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of any Federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;

being subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization, any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

being found by a court of competent jurisdiction in a civil action, the SEC or the Commodity Futures Trading Commission to have violated

a Federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

being subject of, or a party to, any Federal or state judicial or administrative order, judgment decree, or finding, not

subsequently reversed, suspended or vacated, relating to an alleged violation of any Federal or state securities or commodities law

or regulation, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting

mail or wire fraud or fraud in connection with any business entity;

being subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization,

any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members

or persons associated with a member.

EXECUTIVE COMPENSATION

The following tables set forth

certain information about compensation paid, earned or accrued for services by paid to our principal executive officer and our two

other most highly compensated executive officers during the fiscal years indicated below (the “Named Executive Officers” or

following tables set forth certain information about compensation paid, earned or accrued for services by paid to our principal executive

officer and our two other most highly compensated executive officers during the fiscal years indicated below (the “Named Executive

Officers” or “NEO”).

Name and Principal

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McKinnon was appointed Chief Financial Officer on August

were no equity incentive plan compensation, option awards, nor stock awards in 2024 and 2023.

There were no equity incentive plan compensation, option awards,

nor stock awards in 2024.

Miller and Mr.

McKinnon were each paid $25,000 for Director fees in 2024.

McKinnon were each paid $25,000 for Director

fees in 2025 and 2024.

Agreements with Named Executive Officers

entered into an employment agreement with Richard Miller on September 10, 2024, pursuant to which we employ Mr.

Miller as Chief Executive

The agreement has a term of three years which automatically renews unless either party sends written notice of termination no

less than 90 days prior to the then term and provides for an annual base salary (“Base”) of $225,000 and a Restricted Share

Award (“RSA”) equal to the base salary on January 1 of the initial term and renewal term thereafter.

The base salary will

increase 10% annually over the previous year’s salary.

In addition to the foregoing RSA grants, the Company

shall make the following bonus and equity incentive grants to Mr.

Miller with the following values upon the completion of the following

entered into an employment agreement with Richard Miller on September 10, 2024, of which certain provisions were amended on June 11,

2025, pursuant to which we employ Mr.

Miller as Chief Executive Officer.

The agreement has a term of three years which automatically

renews unless either party sends written notice of termination no less than 90 days prior to the then term and provides for an annual

base salary (“Base”) of $225,000 and a Restricted Share Award (“RSA”) equal to the base salary on January 1 of

the initial term and renewal term thereafter.

The base salary will increase 10% annually over the previous year’s salary.

addition to the foregoing RSA grants, the Company shall make the following bonus and equity incentive grants to Mr.

Miller with the following

values upon the completion of the following goals:

(a) the Company shall pay Mr.

Miller a bonus as follows:

1% of any revenues up to $5M;

plus 1% of the second $5M

1% of any revenues from the

Toy and Souvenir business up to $5M;

plus 1% of the second $5M in revenues;

plus 2% of the third $5M in revenues;

plus 2% of the fourth $5M in revenues;

2% of all revenues in excess of $20M;

plus 2% of all revenues in excess of $20M;

provided, that:

(i) the bonus is subject to a cap of $2M;

and (ii) the bonus may be paid, at the

election of Mr.

Miller, in cash or shares of common stock (calculated at the fair market value of such shares as determined by the Board);

and (b) when the compensation committee of the Board (the “Compensation Committee”) makes a written determination that the

Company’s market capitalization, based on the closing price on a national securities exchange on 30 (thirty) consecutive trading

days, exceeds the thresholds set forth below, the Company shall make the following equity incentive grants:

Market Capitalization Goals

Value of RSA or Options to be Awarded

$ 100,000,000

$ 500,000,000

Each additional

$ 500,000,000

bonus is subject to a cap of $2M;

and (ii) the bonus may be paid, at the election of Mr.

Miller, in cash or shares of common stock (calculated

at the fair market value of such shares as determined by the Board).

any termination of Mr.

Miller’s employment with the Company for any reason, except for a termination for cause, the Mr.

shall be entitled to (a) a payment equal to the greater of (i) two (2) years’ worth of the then-existing base and the last

year’s bonus or (ii) the Base payable through the remaining initial term, and (b) retain the benefits set forth in Article IV

Miller’s employment agreement for the remainder of the initial term or renewal term, as then applicable.

shall be entitled to

a payment equal to the greater of (i) two (2) years’ worth of the then-existing base and the last year’s bonus or (ii) the

Base payable through the remaining initial term, and (b) retain the benefits set forth in Article IV of Mr.

Miller’s employment

agreement for the remainder of the initial term or renewal term, as then applicable.

agreement also contains the following material provisions:

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Miller agreed to non-compete and non-solicit terms under his agreement.

entered into an employment agreement with Douglas McKinnon on January 22, 2025, pursuant to which we employ Mr.

McKinnon as Chief Financial

The agreement has a term of three years which automatically renews unless either party sends written notice of termination no

less than 90 days prior to the then term and provides for an annual base salary of $215,000 and a Restricted Share Award (“RSA”)

equal to the base salary on January 1 of the Initial Term and renewal term thereafter.

The base salary will increase 10% annually over

the previous year’s salary.

addition to the foregoing RSA grants, the Company shall make the following bonus and equity incentive grants to Mr, McKinnon as

(a) as determined on a calendar year basis, that management’s goals have been met which includes the target

objectives of the CEO.

entered into an employment agreement with Douglas McKinnon on January 22, 2025, of which certain provisions were amended on June 11,

2025, pursuant to which we employ Mr.

McKinnon as Chief Financial Officer.

The agreement has a term of three years which automatically

renews unless either party sends written notice of termination no less than 90 days prior to the then term and provides for an annual

base salary of $215,000 and a Restricted Share Award (“RSA”) equal to the base salary on January 1 of the Initial Term and

renewal term thereafter.

The base salary will increase 10% annually over the previous year’s salary.

Company shall make the following bonus and equity incentive grants to Mr, McKinnon as follows:

(a) as determined on a calendar year basis,

that management’s goals have been met which includes the target objectives of the CEO.

The target bonus for the Mr.

McKinnon shall be equal to 75% of the bonus paid to the CEO as determined by the

Compensation Committee;

and (b) when the Compensation Committee makes a written determination that the Company’s market

capitalization, based on the closing price on a national securities exchange on 30 (thirty) consecutive trading days, exceeds the

thresholds set forth below, the Company shall make the following equity incentive grants:

Market Capitalization Goals

Value of RSA or Options to be Awarded

$ 100,000,000

$ 500,000,000

Each additional

$ 500,000,000

Upon any termination of Mr.

McKinnon’s employment

with the Company for any reason, except for a termination for cause, the Mr.

McKinnon shall be entitled to (a) a payment equal to the

greater of (i) two (2) years’ worth of the then-existing base and the last year’s bonus or (ii) the Base payable through the

remaining initial term , and (b) retain the benefits set forth in Article IV of Mr.

McKinnon’s employment agreement for the remainder

of the initial term or renewal term, as then applicable.

McKinnon shall

be equal to 75% of the bonus paid to the CEO as determined by the Compensation Committee.

any termination of Mr.

McKinnon’s employment with the Company for any reason, except for a termination for cause, the Mr.

shall be entitled to (a) a payment equal to the greater of (i) two (2) years’ worth of the then-existing base and the last year’s

bonus or (ii) the Base payable through the remaining initial term, and (b) retain the benefits set forth in Article IV of Mr.

employment agreement for the remainder of the initial term or renewal term, as then applicable.

agreement also contains the following material provisions:

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Flittner as President.

agreement replaced the previous employment agreement Mr.

Flittner had with Safety Shot dated July 22, 2021.

This agreement provides

for an annual base salary of $100,000 and fifty thousand (50,000) ISO options to purchase shares of the Company’s Common Stock

pursuant to the 2022 Equity Incentive Plan.

The ISO options will vest in annually tranches and be fully vested two years from the date

of the agreement.

agreement provides for an annual base salary of $100,000 and fifty thousand (50,000) ISO options to purchase shares of the Company’s

Common Stock pursuant to the 2022 Equity Incentive Plan.

The ISO options will vest in annually tranches and be fully vested two years

from the date of the agreement.

The option’s strike price will be the closing price on the date of issuance.

Flittner shall receive an annual

bonus(s’) based on a percentage of EBITDA, growth and other factors which will be determined by the Board.

Flittner shall

receive an annual bonus(s’) based on a percentage of EBITDA, growth and other factors which will be determined by the Board.

agreement also contains the following material provisions:

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

following table as of March 31, 2025 sets forth certain information with respect to the beneficial ownership of our

voting securities by (i) any person or group beneficially owning more than 5% of any class of voting securities;

following table as of March 18, 2026 sets forth certain information with respect to the beneficial ownership of our voting securities

by (i) any person or group beneficially owning more than 5% of any class of voting securities;

(ii) our directors;

(iii) each of our named executive officers;

(iii) each of our

named executive officers;

and (iv) all executive officers and directors as a group as of March 18.

information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules

of the Securities and Exchange Commission and is not necessarily indicative of ownership for any other purpose.

Under these rules, a

person is deemed to be a “beneficial owner” of a security if that person has or shares the power to vote or direct the

voting of the security or the power to dispose or direct the disposition of the security.

A person is deemed to own beneficially any

security as to which such person has the right to acquire sole or shared voting or investment power within 60 days through the

conversion or exercise of any convertible security, warrant, option or other right.

More than one person may be deemed to be a

beneficial owner of the same securities.

Unless otherwise indicated, the address of all listed stockholders is c/o SRM

Entertainment, Inc., 941 W Morse Blvd., Suite 100, Winter Park, FL 32789.

The information presented below

regarding beneficial ownership of our voting securities has been presented in accordance with the rules of the Securities and Exchange

Commission and is not necessarily indicative of ownership for any other purpose.

Under these rules, a person is deemed to be a “beneficial

owner” of a security if that person has or shares the power to vote or direct the voting of the security or the power to dispose

or direct the disposition of the security.

A person is deemed to own beneficially any security as to which such person has the right

to acquire sole or shared voting or investment power within 60 days through the conversion or exercise of any convertible security, warrant,

option or other right.

More than one person may be deemed to be a beneficial owner of the same securities.

Unless otherwise indicated,

the address of all listed stockholders is c/o Tron Inc., 941 W Morse Blvd., Suite 100, Winter Park, FL 32789.

% of Shares of

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Taft Flitner (3)

Deborah McDaniel-Hand (4)

Vice President of Production, Development and Operations

Gary Herman (5)

Hans Haywood (5)

Christopher Melton (4)

Officers and Directors, as a group (7 persons)

Safety Shot, Inc.

Bravemorning Limited

Less than 1% ownership

300,000 shares issuable upon exercise of options.

200,000 shares issuable upon exercise of options.

150,000 shares issuable upon exercise of options.

100,000 shares issuable upon exercise of options.

70,000 shares issuable upon exercise of options.

Securities Authorized for

Issuance under Equity Compensation Plans

On March 21, 2023, our Board of

Directors and majority shareholders, respectively, approved the SRM Entertainment, Inc.

2023 Equity Incentive Plan (the “2023 Plan”),

to be administered by our Compensation Committee.

Pursuant to the 2023 Plan, we are authorized to grant options and other equity awards

to officers, directors, employees and consultants.

The purchase price of each share of common stock purchasable under an award issued

pursuant to the 2023 Plan, shall be determined by our Compensation Committee, in its sole discretion, at the time of grant, but shall

not be less than 100% of the fair market of such share of common stock on the date the award is granted, subject to adjustment.

Our Compensation

Committee shall also have sole authority to set the terms of all awards at the time of grant.

Pursuant to the 2023 Plan, a maximum of

1,500,000 shares of our common stock shall be set aside and reserved for issuance, subject to adjustments as may be required in accordance

with the terms of the 2023 Plan.

During the year ended December 31, 2024, the Company granted a total of 995,000 options to officers,

directors and employees of the Company and 50,000 options to a consultant under the 2023 Plan.

At the annual meeting held on December

4, 2024, the stockholders approved the Company’s 2024 Equity Incentive Plan (the “2024 Plan”), to be administered by

our Compensation Committee.

Pursuant to the 2024 Plan, we are authorized to grant options and other equity awards to officers, directors,

employees and consultants.

The purchase price of each share of common stock purchasable under an award issued pursuant to the 2024 Equity

Plan, shall be determined by our Compensation Committee, in its sole discretion, at the time of grant, but shall not be less than 100%

of the fair market of such share of common stock on the date the award is granted, subject to adjustment.

Our Compensation Committee shall

also have sole authority to set the terms of all awards at the time of grant.

Pursuant to the 2024 Plan, a maximum of 2,250,000 shares

of our common stock shall be set aside and reserved for issuance, subject to adjustments as may be required in accordance with the terms

of the 2024 Plan.

At December 31, 2024 no options or other equity awards had been granted under the 2024 Plan.

Includes 537,500 shares issuable upon exercise of options.

Includes 437,500 shares issuable upon exercise of options.

Includes 150,000 shares issuable upon exercise of options.

Includes 195,000 shares issuable upon exercise of options.

Authorized for Issuance under Equity Compensation Plans

the annual meeting held on December 4, 2024, the stockholders approved the Company’s 2024 Equity Incentive Plan (the “2024

Plan”), to be administered by our Compensation Committee.

Pursuant to the 2024 Plan, we are authorized to grant options and other

equity awards to officers, directors, employees and consultants.

The purchase price of each share of common stock purchasable under an

award issued pursuant to the 2024 Equity Plan, shall be determined by our Compensation Committee, in its sole discretion, at the time

of grant, but shall not be less than 100% of the fair market of such share of common stock on the date the award is granted, subject

to adjustment.

Our Compensation Committee shall also have sole authority to set the terms of all awards at the time of grant.

to the 2024 Plan, a maximum of 2,250,000 shares of our common stock shall be set aside and reserved for issuance, subject to adjustments

as may be required in accordance with the terms of the 2024 Plan.

At December 31, 2024 no options or other equity awards had been granted

under the 2024 Plan.

the year ended December 31, 2025, the Company granted a total of 2,025,000 options to officers and directors of the Company and 590,000

options to consultants.

At December 31, 2025, there were no further options available under the Plans.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Company has established policies and other procedures regarding approval of transactions between the Company and any employee, officer,

director, and certain of their family members and other related persons.

These policies and procedures are generally not in writing but

are evidenced by long standing principles adhered to by our Board.

The disinterested members of the Board review, approve and ratify

transactions that involve “related persons” and potential conflicts of interest.

Related persons must disclose to the disinterested

members of the Board any potential related person transactions and must disclose all material facts with respect to such transaction.

All such transactions will be reviewed by the disinterested members of the Board and, in their discretion, approved or ratified.

In determining

whether to approve or ratify a related person transaction the disinterested members of the Board will consider the relevant facts and

circumstances of the transaction, which may include factors such as the relationship of the related person with the Company, the materiality

or significance of the transaction to the Company and the related person, the business purpose and reasonableness of the transaction,

whether the transaction is comparable to a transaction that could be available to the Company on an arms-length basis, and the impact

of the transaction on the Company’s business and operations.

Company has established policies and other procedures regarding approval of transactions between the Company and any employee,

officer, director, and certain of their family members and other related persons.

These policies and procedures are generally not in

writing but are evidenced by long standing principles adhered to by our Board.

The disinterested members of the Board review,

approve and ratify transactions that involve “related persons” and potential conflicts of interest.

Related persons must

disclose to the disinterested members of the Board any potential related person transactions and must disclose all material facts

with respect to such transaction.

All such transactions will be reviewed by the disinterested members of the Board and, in their

discretion, approved or ratified.

In determining whether to approve or ratify a related person transaction the disinterested members

of the Board will consider the relevant facts and circumstances of the transaction, which may include factors such as the

relationship of the related person with the Company, the materiality or significance of the transaction to the Company and the

related person, the business purpose and reasonableness of the transaction, whether the transaction is comparable to a transaction

that could be available to the Company on an arms-length basis, and the impact of the transaction on the Company’s business

and operations.

the beginning of fiscal year 2025, the Company did not have any transactions to which it has been a participant that involved amounts

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PRINCIPAL ACCOUNTANT FEES AND SERVICES

Fees totalling $68,274 and $65,000 were paid to M&K CPAS during the year ended December 31, 2024 and 2023,

Fees totaling $105,080 and $68,274 were paid to M&K CPAS during the year ended December 31, 2025 and 2024,

respectively.

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EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Incorporated by Reference

Articles of Incorporation of SRM Entertainment, Inc.

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Amendment to the Bylaws of SRM Entertainment, Inc.

Amended and Restated Certificate of Designation of Series A Preferred Stock

Certificate of Amendment to the Articles of Incorporation

Description of Securities

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Form of Pre-Funded Warrant

Form of Common Stock Purchase Warrant

Form of Placement Agent Warrant

Amendment to Common Stock Purchase Warrant

Share Exchange Agreement between Jupiter Wellness, Inc.

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and Douglas McKinnon†

Form of Securities Purchase Agreement

Form of Placement Agency Agreement

Form of Registration Rights Agreement

Form of Securities Purchase Agreement

Form of Sun Advisory Agreement, dated June 16, 2025

Form of American Ventures Agreement, dated June 16, 2025

Amendment No.

1 to Employment Agreement by and between SRM Entertainment, Inc.

and Richard Miller, dated June 16, 2025

Amendment No.

1 to Employment Agreement by and between SRM Entertainment, Inc.

and Douglas McKinnon, dated June 16, 2025

Amendment No.

1 to Employment Agreement by and between SRM Entertainment, Inc.

and Taft Flittner, dated June 16, 2025

Amendment No.

1 to Employment Agreement by and between SRM Entertainment, Inc.

and Deborah McDaniel-Hand, dated June 16, 2025

Self-Managed Wallet Services Agreement by and between the Company and BiT Global Trust Limited dated June 26, 2025

Stock Purchase Agreement, dated December 24, 2025

Code of Business Conduct and Ethics

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Page Interactive Data File - The cover page iXBRL tags are embedded within the inline XBRL document.

or compensatory plan or arrangement.

certification is being furnished and shall not be deemed “filed” with the SEC for purposes of Section 18 of the Exchange

Act, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing

under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.

Management or compensatory plan or arrangement.

This certification is being furnished and shall not be deemed

“filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section,

and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent

that the registrant specifically incorporates it by reference.

Portions of this exhibit have been omitted in compliance with Regulation S-K Item 601(b)(10)(iv) because the registrant has determined

that the information is not material and is the type that the registrant treats as private or confidential.

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

to be signed on its behalf by the undersigned, thereunto duly authorized on the day of March 25, 2026.

Entertainment Inc.

Richard Miller

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and Chief Executive Officer (principal executive officer)

March 31, 2025

Douglas McKinnon

and Chief Financial Officer (principal financial and accounting officer)

March 31, 2025

Financial Officer (principal financial and accounting officer)

Christopher Melton

March 31, 2025

ENTERTAINMENT, INC.

TO FINANCIAL STATEMENTS

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID:

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OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Board of Directors and Stockholders of SRM Entertainment, Inc.

the Board of Directors and Stockholders of Tron Inc.

on the Financial Statements

have audited the accompanying consolidated balance sheets of SRM Entertainment, Inc.

(the Company) as of December 31, 2024 and 2023,

and the related consolidated statements of operations, statement of changes in shareholders’ deficit, and cash flows for the two-year

period ended December 31, 2024, and the related notes (collectively referred to as the financial statements).

In our opinion, the consolidated

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

and the results of its consolidated operations and its cash flows for the two-year period ended December 31, 2024, in conformity with

accounting principles generally accepted in the United States of America.

accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in the

Note 1 to the financial statements, the Company has suffered net losses from operations in current and prior periods and the Company

has incurred and expects to continue to incur significant costs in pursuit of its expansion and development plans, which raises substantial

doubt about its ability to continue as a going concern.

Management’s plans regarding those matters are discussed in the notes to

the financial statements.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

have audited the accompanying consolidated balance sheets of Tron Inc.

(formerly SRM Entertainment, Inc.) (the Company) as of December

31, 2025 and 2024, and the related consolidated statements of operations, statement of changes in shareholders’ deficit, and cash

flows for the two-year period ended December 31, 2025, and the related notes (collectively referred to as the financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company

as of December 31, 2025 and 2024, and the results of its consolidated operations and its cash flows for the two-year period ended December

31, 2025, in conformity with accounting principles generally accepted in the United States of America.

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

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We believe that our audits provide a reasonable basis for our opinion.

Audits Matters

critical audits matters communicated below are matters arising from the current period audits of the consolidated financial statements

that were communicated or required to be communicated to the audits committee and that:

Audits Matter

critical audits matter communicated below is a matter arising from the current period audits of the consolidated financial statements

that was communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are

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accounts or disclosures to which they relate.

transactions and Improper Revenue Recognition

discussed in the Note 1 to the financial statements, the Company generates its revenue from the sales of its products directly to the

end user and recognizes revenue when goods or products are shipped on a FOB shipping point.

Understanding when the performance obligation

has been completed can sometimes require significant judgement.

We tested the Company’s support for all of the material revenue

sources and the timing in which the Company completed the related performance obligation.

Asset- Cryptocurrency

Company holds cryptocurrency assets on the Tron blockchain at fair value through a self-custody arrangement with an affiliated custodian.

The evaluation of audit evidence related to the existence and the Company’s rights to these digital assets required significant

auditor judgment and specialized knowledge regarding the nature and extent of procedures necessary to assess control and ownership.

address this matter, we performed the following procedures:

evaluated the design and operating effectiveness of internal controls over the authorization

and safeguarding of digital assets, including those staked on the Tron blockchain.

verified that the Company retained exclusive control of the private keys necessary to access

and transact its digital assets as of December 31, 2025.

independently inspected the Company’s blockchain wallet addresses to confirm the digital

assets reflected in the financial records and reconciled recorded balances to actual holdings.

confirmed and analyzed the custodial agreement to substantiate the Company’s legal

rights and beneficial ownership of the digital assets as of year-end.

assessed the reliability of audit evidence obtained through direct inquiry of the public

blockchain networks.

M&K CPAS, PLLC

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Woodlands, Texas

March 31, 2025

Entertainment, Inc

Consolidated Balance Sheets

Balance Sheets

of December 31, 2025 and 2024

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Total current assets

Intangible assets (net of amortization) – Related Party

Intangible assets (net of amortization)

Investment in Gameverse Interactive Corp

Investment in digital assets – held in Treasury Wallet set up by an Affiliate

Right of Use asset (ROU)

Fixed assets, net of depreciation

$ 211,433,083

Accounts Payable

Accrued and other liabilities

Current portion of ROU liability

Secured loan from Related Party

Total Current Liabilities

ROU liability

Total Liabilities

Shareholders’ Equity (Deficit)

Preferred stock, $ 0.0001 par value, 10,000,000 shares authorized of which none are issued

Common stock, $ 0.0001 par value, 100,000,000 shares authorized 15,956,977 and 9,765,000 issued and outstanding at December 31, 2024 and 2023, respectively

Shareholders’ Equity

Preferred stock, $ 0.0001 par value, 10,000,000 shares authorized

Preferred Stock Series A, no shares outstanding

Preferred Stock Series B, 100,000 shares outstanding

Preferred Stock Value

Common stock, $ 0.0001 par value, 1,000,000,000 shares authorized 261,314,913 and 15,956,477 issues and outstanding at December 31, 2025 and 2024, respectively

Additional paid-in capital

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Common Stock Payable

Subscription Receivable

( 18,000,000 )

Total Shareholders’ Equity (Deficit)

Total Liabilities and Shareholders’ Equity (Deficit)

Total Liabilities and Shareholders’ Equity

$ 211,433,083

accompanying notes are an integral part of these financial statements.

Entertainment, Inc.

Consolidated Statement of Operations

the Year Ended December 31, 2024 and 2023

Consolidated Statements of Operations

the Years Ended December 31, 2025 and 2024

Cost of Sales

( 3,542,890 )

( 3,456,151 )

Operating expense

General and administrative expenses

Total operating expenses

Operating loss

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Other income / (expense)

Unrealized (loss) on digital asset investment

( 15,223,891 )

Unrealized Income from digital assets

Realized loss on digital assets

Impairment of Intangible assets

Interest income

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( 14,293,700 )

Income (loss)

$ ( 16,811,267 )

$ ( 4,339,345 )

Net (loss) per share:

Fully diluted

Weighted average number of shares

Fully diluted

accompanying notes are an integral part of these financial statements.

Entertainment, Inc.

Consolidated Statement of Changes in Shareholders’ Deficit

Consolidated Statements of Changes in Shareholders’ Equity

the Years Ended December 31, 2025 and 2024

Balance, December 31, 2022

$ ( 699,207 )

Shares issued for services

Shares to be issued for services

Fair value of Director options granted

Net proceeds from public offering

Acquisition of SRM Entertainment Inc (Nevada)

( 2,053,859 )

Preferred Stock

Additional Paid-In

Balance December 31, 2023

$ ( 1,357,896 )

Shares issued under S-3 Registration Statement

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( 5,697,241 )

Exercise of Pre Funded warrants

Common stock issued for investment in Gameverse

Stock issued for services

Fair value of Options granted to Directors

Series A Preferred stock issued in private placement

Series A Preferred stock conversion into common stock

Series B preferred shares issued for fair value of tokens received in private placement

Exercise of options for cash

Exercise of cashless warrants

Waiver of Interest on related party Note

Warrants exercised for Common Stock using cash

Stock options exercised cashless

Warrant converted for Common Stock using tokens

Placement warrants exercised for Common Stock using cash

Advisory warrants exercised for Common Stock - cashless

Black Anthem subscription for Common Stock

( 18,000,000 )

Net loss for the year ended 12/31/25

( 16,811,267 )

Balance December 31, 2025

$ ( 18,000,000 )

$ 232,476,601

$ ( 22,508,508 )

$ 210,316,235

$ ( 18,000,000 )

$ 232,476,601

$ ( 22,508,508 )

$ 210,316,235

accompanying notes are an integral part of these financial statements.

Entertainment Inc.

Consolidated Statement of Cash Flows

the Years Ended December 31, 2024 and 2023

the Year Ended December 31, 2025 and 2024

Cash flows from operating activities:

Net Income (loss)

$ ( 16,811,267 )

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Adjustment to reconcile net loss to operating activities

Unrealized loss on digital asset investment

Unrealized income from staking activities

( 5,437,403 )

Realized loss on digital assets

Stock based compensation

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Depreciation and amortization

Impairment of intangible asset

Changes in operating assets and liabilities:

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( 1,443,401 )

( 2,856,359 )

Cash flows from investing activities:

Cash paid for fixed assets

Acquisition of SRM Entertainment, Inc.

Cash paid on intangible asset purchase from a related party

Cash (used in) investing activities

Cash paid for Intangible Assets to Related Party

Cash flows (used in) investing activities

Financing activities:

Net cash received from initial IPO

Loans to affiliates

Net cash received from S-3 Offering

Cash payment on a promissory note issued in connection with an intangible asset purchase from a related party

( 1,000,000 )

Net cash received from Private placement

Payment on promissory note

( 1,000,000 )

Cash provided by (used in) financing activities

Expenses related to sale of preferred stock

Exercise of warrants for cash

Exercise of pre-funded warrants

Exercise of stock options for cash

Ner cash received from S-3 offering

Cash (used in) financing activities

Net increase (decrease) in cash and cash equivalents

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Cash paid for income taxes

NON-CASH TRANSACTIONS

Promissory Note issued in connection with an intangible asset purchased from a related party

NON_CASH INFORMATION

Stock issued for Gameverse shares

Stock issued from Stock Payable – prefunded warrants

Waiver of accrued interest on related party note

Stock issued from Stock Payable

Cashless exercise of warrants

Fair value of preferred shares issued for digital assets

$ 100,000,000

Warrant exercised for Common Stock using token

$ 110,000,000

Promissory Note issued for intangible asset

Series A Preferred Stock conversion to common stock

Establish Right of Use asset and liability

Common stock issued for intangible assets

Black Anthem subscription for common stock

Advisory warrants exercised for Common Stock – cashless

accompanying notes are an integral part of these financial statements.

Entertainment, Inc.

to Financial Statements

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1 - Organization and Business Operations

Entertainment, Inc.

(“SRM Inc”) is a Nevada corporation and was incorporated on April 22, 2022 .

Entertainment Limited

(“SRM Ltd”), is a limited company incorporated in the Hong Kong, now a Special Administrative Region of the People’s

Republic of China, on January 23, 1981 and formerly owned by Jupiter Wellness, Inc..

Effective August 14, 2023, SRM Inc acquired SRM

The acquisition of SRM Ltd by SRM Inc has been accounted for as a Reverse Acquisition (see Basis of Presentation below).

SRM Inc and SRM Ltd are collectively referred to as the Company or SRM.

December 9, 2022, we entered into a stock exchange agreement (the “Exchange Agreement”) with Jupiter Wellness, Inc.

to govern the separation of our business from Jupiter.

On May 26, 2023, we amended and restated the Exchange Agreement (the “Share

Exchange”) to include additional information regarding the distribution and the separation of our business from Jupiter.

The separation

as set forth in the Share Exchange with Jupiter closed August 14, 2023.

Pursuant to the Share Exchange, on May 31, 2023, we issued 6,500,000

shares of our Common Stock to Jupiter (the “Issue Share”) in exchange for 2 ordinary shares of SRM Ltd (representing all

of the issued and outstanding ordinary shares of SRM Ltd).

Jupiter divided 2,000,000 of the Issue Shares to Jupiter’s shareholders.

At December 31, 2024, Jupiter held 2,613,342 shares of the company’s common stock.

Subsequent to the separation, Jupiter changed

its name to Safety Shot, Inc.

Company’s principal business is the design, manufacture, and sale of toys to premier theme parks.

Concern Consideration

of December 31, 2024 and 2023, the Company had accumulated deficits of $ 5,697,241 and $ 1,357,896 , respectively and cash flow used in

operations of $ 2,856,359 and $ 766,877 for the years ended December 31, 2024 and 2023.

The Company has incurred and expects to continue

to incur significant costs in pursuit of its expansion and development plans.

At December 31, 2024 and 2023, the Company had $ 1,352,373

and $ 2,980,741 , respectively, in cash and working capital of $ 2,446,105 and $ 4,078,736 , respectively.

These conditions have raised

doubt about the Company’s ability to continue as a going concern as noted by our auditors, M&K CPAS, PLLC.

(formerly SRM Entertainment, Inc.) is a Nevada corporation, listed and traded on NASDAQ, headquartered in Florida and was incorporated

on April 22, 2022 .

SRM Entertainment Limited (“SRM Ltd”), a wholly-owned subsidiary, is a limited company incorporated in

Hong Kong, on January 23, 1981.

The consolidated Tron Inc.

and SRM Ltd are collectively referred to as the Company.

Company’s holding of TRON tokens (“TRX”) constitutes the largest public ownership of TRX tokens.

Through SRM Ltd, 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.

2 - Significant Accounting Policies

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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.

The combined SRM Inc and SRM Ltd are collectively

referred to as the Company.

Growth Company Status

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Enhanced 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.

Disclosure 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.

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.

Interim 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.

Interim 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.

Single 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.

Disclosure of CODM Information:

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The Company adopted the ASU for the year ended December 31, 2024.

for Crypto Assets

December 2023, the FASB issued ASU 2023-08, Accounting for and Disclosure of Crypto Assets, which establishes accounting guidance for

crypto assets meeting certain criteria.

The Company holds crypto assets that meet the scope criteria of ASU 2023-08.

The pronouncement

requires crypto assets which meet the criteria to be recognized at fair value with changes recognized in net income each reporting period.

ASU 2023-08 is effective for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years.

Company adopted ASU 2023-08, effective January 1, 2025.

preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the

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ended December 31, 2025 and 2024, the Company did not recognize any allowance for doubtful collections

are stated at the lower of cost or market.

The Company periodically reviews the value of items in inventory and provides write-downs

will be stated at the lower of cost or market.

The Company will periodically review the value of items in inventory and provides write-downs

or write-offs of inventory based on its assessment of market conditions.

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Inventory is based upon the average cost method of accounting.

in Non-Marketable Equity Securities

in non-marketable equity investments, including private company investments acquired through private placements, are accounted for using

the alternative measurement under ASC 321.

Under this method, investments are carried at cost, less any impairment, and adjusted for

observable price changes in orderly transactions for the identical or a similar investment of the same issuer.

The Company assesses non-marketable

equity investments for impairment when events or changes in circumstances indicate that the investment may be impaired.

If the fair value

of the investment is less than its carrying amount, an impairment loss is recognized in earnings.

Assets Held in Treasury Wallet Set Up by an Affiliate – Treasury Holdings

Digital Assets consist of TRON tokens (“TRX”) and staked TRON tokens (sTRX), as part of its treasury strategy, that meet the scope requirements of

ASU 2023-08, Accounting for and Disclosure of Crypto Assets.

The Company accounts for these assets at fair value in accordance with

ASC 350-60 and ASC 820, with changes in fair value recognized in net income.

Assets are classified as current or noncurrent in the consolidated balance sheet under ASC-210, based on the Company’s intended

holding period and liquidity considerations.

Assets expected to be sold or used within one year from the reporting date are classified

as current assets.

Treasury assets not intended to be sold or converted to cash within the operating cycle are classified as noncurrent

assets are not offset against any related liabilities and are presented on a gross basis in the balance sheet, consistent with ASC 210-20,

unless a legal right of setoff exists and settlement is intended to occur on a net basis.

assets that are subject to restrictions on transfer, such as assets locked in staking arrangements are separately disclosed.

The Company determines the fair value of crypto assets under ASC 820 by means of a derived price using a combination

of observable inputs:

(i) level 1 input (quoted prices from active markets) and (ii) level 2 input (verifiable on-chain data and exchange

rates) at the balance sheet date.

and losses resulting from changes in fair value are included in Other Income (Loss), net in the statement of operations.

Company discloses the composition of crypto assets, including fair value by major type of token, as well as the location on the balance

sheet and significant changes during the reporting period, in accordance with the disclosure requirements of ASU 2023-08.

sales or exchanges of coins will be accounted for on a first in first out basis (FIFO).

Assets and Other Assets

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useful lives of the assets or the lease term.

Company purchases molds for the manufacture some of its products and are included in other assets at cost.

Certain agreements call for

the manufacturer to reimburse the Company for the cost of the molds upon first shipment of products produced using the molds and the

costs of these molds are removed from other assets upon reimbursement.

Molds that are not subject to reimbursement are reclassified to

fixed assets and depreciated when the products are in production.

Company purchases molds for the manufacture of some of its products and are included in fixed assets at cost.

Certain agreements call

for the manufacturer to reimburse the Company for the cost of the molds upon first shipment of products produced using the molds.

costs of these molds are removed from fixed assets upon reimbursement.

Molds that are not subject to reimbursement are depreciated when

the products are in production.

Loss Per Share of Common Stock

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

As such, options, warrants, convertible securities, and preferred stock are not considered in the calculations, as the impact

of the potential shares of Common Stock would be to decrease the loss per share.

As such, options, warrants, convertible securities, and preferred stock are not considered in the calculations for the fully diluted

Schedule of Net Loss Per Share of Common Stock

For the Years Ended December 31,

Years Ended December 31,

Net income (loss)

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$ ( 4,339,345 )

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

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

Denominator for diluted earnings per share

Basic (loss) per share

Diluted (loss) per share

Value of Financial Instruments

fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value

Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to

their short-term nature.

Company generates its revenue from the sale of its products directly to the end user (the “customer”).

Net income (loss) per share

Ltd will generate its revenue from the sale of its products directly to the end user (the “customer”).

Company recognizes revenues by applying the following steps in accordance with FASB Accounting Standards Codification 606 “Revenue

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Company’s performance obligations are satisfied when goods or products are shipped on a FOB shipping point basis as title passes

upon shipment.

when shipped.

Our products are generally paid in advance of shipment or standard net 30 days and we offer no specific right of return,

refund or warranty related to our products except for cases of defective products of which there have been none to date.

of Long-Lived Assets

evaluate long-lived assets (including intangible assets) for impairment whenever events or changes in circumstances indicate that the

carrying amount of a long-lived asset may not be recoverable.

An asset is considered impaired if its carrying amount exceeds the undiscounted

future net cash flow the asset is expected to generate.

Company engages primarily in liquid staking activities with JustLend DAO (“JustLend”), whereby it stakes its digital assets

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

The Company received Staked

TRX tokens (“sTRX”) in return for staking TRX.

sTRX represents a tokenized version of TRX.

These activities do not involve

a contract with a customer and therefore are outside the scope of ASC 606, Revenue from Contracts with Customers.

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;

instead, the 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.

By 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.

Company accounts for sTRX as a digital asset and measures it at fair value, with changes in fair value recognized in the statement

of operations as unrealized gains or losses.

Because staking rewards are embedded in the appreciation of sTRX, the Company does not

recognize separate staking income until the sTRX is redeemed or disposed of.

Any increase in estimated value attributable to staking

activity is considered an estimate of unrealized staking income recorded at fair value.

Currency Translation

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Accounting.” These amendments expand the scope of Topic 718, Compensation - Stock Compensation (which currently only includes share-based

payments to employees) to include share-based payments issued to nonemployees for goods or services.

payments to employees) to include share-based payments issued to non-employees for goods or services.

Consequently, the accounting for

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of income tax expense.

Company’s deferred tax asset at December 31, 2024 and 2023 consist of net operating loss carry forwards calculated using effective

tax rates ( 16.5 %) equating to approximately $ 1,377,232 and $ 497,655 , respectively, less a valuation allowance in the amount of approximately

$ 1,377,232 and $ 497,655 .

Because of the Company’s lack of earnings history, the deferred tax asset has been fully offset by a valuation

allowance in the years ended December 31, 2024 and 2023.

Segment Reporting

The Company operates as a single reportable segment.

The Chief Operating Decision Maker (CODM) (our CEO, Richard Miller) reviews the financial performance of the company on a consolidated

basis and makes decisions regarding resource allocation at that level.

CODM has determined that all of the revenue, costs and expenses are attributable to the Company’s principal business with the exception

of certain general and administrative expenses related to being a public company.

As a result, the company has determined that

it operates in a single operating segment in accordance with Accounting Standards Codification (ASC) 280, Segment Reporting .

Company’s principal business is the design, manufacture, and sale of toys to premier theme parks.

Revenues from external customers

are derived from e-commerce, distributors, and direct to retail consumers.

Company’s deferred tax asset at December 31, 2025 consists of net operating loss carry forwards calculated using effective tax

rates ( 20.1 %)

equating to approximately $ 3,253,925 ,

less a valuation allowance in the amount of approximately $ 3,253,925 .

Because of the Company’s lack of earnings history, the deferred tax asset has been fully offset by a valuation allowance in the

years ended December 31, 2025.

Chief Operating Decision Maker (CODM) (our CEO, Richard Miller) reviews the financial performance of the company on a consolidated basis

and makes decisions regarding resource allocation at that level.

The CODM has determined that all of the revenue, costs and expenses

are attributable to the Company’s principal business with the exception of certain general and administrative expenses related

to being a public company.

As a result, the company has determined that it operates two operating segments in accordance with Accounting

Standards Codification (ASC) 280, Segment Reporting .

The Company’s business are (i) the design, manufacture, and sale of

toys to premier theme parks.

Revenues from external customers are derived from e-commerce, distributors, and direct to retail consumers

and (ii) a Digital Asset Treasury Strategy using TRX tokens.

Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure

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parties might be prevented from fully pursuing its own separate interests.

September 3, 2024, the Company entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Suretone Entertainment,

(“Seller”) pursuant to which the Company agreed to acquire certain assets (the “Assets”) from the Seller,

for an aggregate purchase price of $ 2,893,000 (the “Purchase Price”).

Jordan Schur, the owner and Chief Executive Officer

of Seller, is the President and board member of Safety Shot, Inc.(“Safety Shot”).

Prior to the transaction, Safety Shot held

34.27 % of the Company’s common stock.

Intangible Assets – Related Party)

financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense

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However, disclosure of transactions that are eliminated in the

preparation of consolidated or combined financial statements is not required in those statements.

preparation of combined financial statements is not required in those statements.

The disclosures shall include:

nature of the relationship(s) involved;

a description of the transactions, including transactions to which no amounts or nominal amounts

were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding

of the effects of the transactions on the financial statements;

the nature of the

relationship(s) involved;

a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed,

for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of

the effects of the transactions on the financial statements;

the dollar amounts of transactions for each of the periods for which

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3 – Inventory

December 31, 2024 and 2023, the Company had inventory of finished goods of $ 783,800 and $ 307,005 , respectively.

December 31, 2025 and 2024, the Company had inventory consisting of finished goods of $ 704,171

and $ 783,800 ,

respectively.

4 - Accounts Receivable

December 31, 2025 and 2024, the Company had accounts receivable of $ 671,779 and $ 794,158 , respectively.

5 - Prepaid Expenses and Deposits

December 31, 2024, the Company had prepaid expenses and deposits of $ 488,746 , consisting of deposits on orders of $ 396,489 , prepaid

insurance of $ 33,382 and other prepaid expenses of $ 58,875 .

At December 31, 2023, the Company had prepaid expenses and deposits of $ 468,687 ,

5 – Prepaid Expenses

December 31, 2025, the Company had a total of $ 511,615 in prepaid expenses, consisting of deposits on orders of $ 156,365 , prepaid insurance

of $ 152,470 other expenses of $ 100,445 and security deposits of $ 102,335 .

The balance of prepaid expenses at December 31, 2024 was $ 488,746

consisting of deposits on orders of $ 396,489 , prepaid insurance of $ 33,382 and other prepaid expenses of $ 58,875 .

6 - Investment in digital assets – held in Treasury Wallet set up by an Affiliate

June 16, 2025, the Company entered into a Securities Purchase Agreement with an institutional investor entity (the “Investor”)

for 100,000 shares of its Series B Convertible Preferred Stock par value $ 0.0001 per share, convertible into 200,000,000 shares of common

stock and warrants with and exercise price of $ 0.50 per share, in exchange for $ 100,000,000 in digital assets consisting of TRX tokens.

On June 28, 2025, the Company received 365,096,845 TRX tokens as per the Securities Purchase Agreement.

On August 27, 2025, the Investor

exercised the warrants for $ 110,000,000 in digital assets consisting of 312,500,100 TRX tokens.

At December 31, 2025, the 677,596,800

tokens (out of the 677,596,945 TRX tokens received in the transactions) have been staked, through JustLend, in return for approximately

549,676,892 sTRX, a liquid staking token, which represents a tokenized version of TRX.

following table presents the roll-forward of the fair value of our digital assets for the year ended December 31, 2025, based on the

fair value model under ASU-2023-98:

of Changes in Carrying Value of Digital Assets

Balance, December 31, 2024

Preferred stock sale paid with TRX tokens

Warrant exercise paid with TRX tokens

Staking Transactions

( 207,864,661 )

Unrealized income from staking TRX

Change in fair value

Realized (loss) from TRX to sTRX conversion

Other income (loss)

Balance, December 31, 2025

The following table presents the Company’s Digital Asset

holdings as of December 31, 2025:

of Company’s Digital Asset

$ 207,864,690

$ 198,078,155

a result of our directors’ affiliations, potential conflicts may arise from the following relationships:

engaged BiT Global, a licensed Trust or Company Service Provider and registered trust company in Hong Kong, to set up and be the

custodian of the Treasury Wallet.

Our director, Mr.

Liu, is one of the directors of BiT Global, and

of our directors have certain ties with the TRON blockchain ecosystem.

For example, Weike Sun is the father of Justin Sun, the founder

Liu has been the senior advisor to Tron DAO since 2021.

Yang holds senior positions for Tronscan, the official blockchain

explorer for Tron protocol, and

our TRX tokens are “staked” on JustLend, a decentralized finance (DeFi) protocol, in exchange for sTRX tokens.

token is a derivative token that represents the “staked” TRX tokens, which can automatically generate yield for the token

JustLend, despite being a DeFi protocol, may be considered a related party due to its significant dependency on the TRON

7 - Investment in Gameverse Interactive Corp

January 24, 2025, the Company entered into a Securities Purchase Agreement with Gameverse Interactive Corp, a video game developer (“Gameverse”)

under the terms of which, the Company exchanged 500,000 shares of its restricted common stock for 132,000 shares of restricted common

stock of Gameverse.

The fair value of $ 190,500 was determined using the closing price of the Company’ common stock on the date

of the agreement.

8 – Fixed Assets and Other Assets

December 31, 2024 and 2023, the Company had fixed assets totaling $ 48,279 and $ 45,462 , net of depreciation of $ 29,431 and $ 8,984 , respectively

of Fixed Assets Net

Molds & tooling

December 31, 2025 and 2024, the Company had fixed assets totaling $ 71,877 and $ 48,279 , net of accumulated depreciation of $ 74,653 and

$ 29,431 , respectively, as follows:

Schedule of Fixed Assets Net

Tooling and Molds

Computer equipment and software

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Accumulated depreciation

Total assets, net of depreciation

December 31, 2024 and 2023 other assets consisting of non-depreciable molds totaled $ 43,380 and $ 34,144 , respectively.

Net fixed assets

December 31, 2025 and 2024 other assets consisting primarily of non-depreciable molds totaling $ 67,430 and $ 43,380 , respectively.

9 – Intangible Assets and Secured Note – Related Party

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(“Suretone” or

“Seller”) pursuant to which the Company agreed to acquire the movie titled “The Kid” (directed by Vincent D’Onofrio

and starring Ethan Hawke and Shris Pratt) and certain other assets (the “Assets”) related to “The Kid” from the

Seller, for an aggregate purchase price of $ 2,893,000 (the “Purchase Price”).

Jordan Schur, the owner and Chief Executive

Officer of Suretone, is a board member and President of Safety Shot.

Prior to the transaction, Safety Shot held 34.27 % of the Company’s

common stock.

“Seller”) pursuant to which the Company agreed to acquire the 2019 movie titled “The Kid” (directed by Vincent

D’Onofrio and starring Ethan Hawke and Chris Pratt) and certain other assets (the “Assets”) related to “The Kid”

from the Seller, for an aggregate purchase price of $ 2,893,000 (the “Purchase Price”).

consideration for the purchased Assets, the Company paid the Purchase Price which consisted of:

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and (iii) issuance of a secured promissory note

in the original amount of $ 1,500,000 (the “Secured Note”).

The Secured Note’s term is one year with an interest rate

On October 21, 2024, the Company paid $ 500,000 and on December 13, 2024, the Company paid an additional $ 500,000 of the principal

balance of the Secured Note leaving a principal balance of $ 500,000 at December 31, 2024.

During 2024, the Company recorded $ 31,655 of

interest expense.

On January 2, 2025, the Company paid $ 250,000 of the principal leaving a balance of $ 250,000 .

Assets are being amortized over a ten -year period.

Amortization expense totaled $ 96,433 for the year ended December 31, 2024.

8 – Loans from Safety Shot and Secured Note

of December 31, 2021, the Company had an outstanding unsecured, non-interest bearing loan balance of $ 1,502,621 to Safety Shot, Inc.

(formerly known as Jupiter Wellness, Inc.), its Parent.

On September 1, 2022, the loan was converted to a six percent ( 6 %) interest-bearing

promissory note (the “Note”) due on the earlier of:

(i) September 30, 2023 or (ii) the date on which Maker consummates an

initial public offering of its securities.

During 2022, the Company paid $ 50,000 to Jupiter related to the Note consisting of $ 19,948

principal reduction and $ 30,052 interest, leaving a Note balance of $ 1,482,673 at December 31, 2022.

The total balance of $ 1,538,520

($ 1,482,673 Note and $ 55,847 interest) due Jupiter was paid from proceeds of the Company’s Initial Public Offering (“IPO”)

on August 14, 2023 (see IPO included in Note 9 below).

9 – Initial Public Offering

to the IPO, the Company sold 1,250,000 shares of its common stock at a price of $ 5.00 per share, resulting in gross proceeds to the Company

of approximately $ 6.25 million.

Net proceeds to the Company, after deducting underwriting discounts and commissions and offering expenses

paid by the Company, were $ 5,168,325 .

All shares sold in the IPO were registered pursuant to the Registration Statement, declared effective

by the SEC on August 14, 2023.

EF Hutton acted as lead book-running manager for the offering and Dominari Securities LLC acted as co-manager

for the offering.

The underwriters did not exercise their option to purchase up to an additional 187,500 shares of common stock.

Company paid the underwriters an underwriting discount of eight percent ( 8 %) of the amount raised in the offering.

Additionally, as partial

consideration for services rendered in connection with the offering, the Company issued EF Hutton warrants to purchase an aggregate of

57,500 shares of Company common stock, representing 4.0 % of the aggregate shares sold in the offering.

The warrants are exercisable at

$ 6.00 per share, which represents 120 % of the initial public offering price per share in the IPO, at any time and from time to time,

in whole or in part, commencing on February 10, 2024, 180 days from the effective date of the Registration Statement, and expiring on

August 14, 2028.

The Company has applied the net proceeds from the IPO for the development of licensed goods, expansion of SRM products,

increased deposits, accounts receivable and inventory, marketing, advertising, and trade shows, general administrative expenses, repayment

of a promissory note payable to Jupiter Wellness, and general corporate purposes.

in the original amount of $ 1,500,000 (the “Secured Note”) to a related party.

The Secured Note’s term is one year with

an interest rate of 8 %.

On October 21, 2024, the Company paid $ 500,000 and on December 13, 2024, the Company paid an additional $ 500,000

of the principal balance of the Secured Note leaving a principal balance of $ 500,000 at December 31, 2024.

On January 2, 2025, the Company

paid $ 250,000 and on June 14, 2025 paid another $ 250,000 which paid off the Note.

In addition, the $41,877 accrued interest on the note

was waived in connection with the early pay-off of the Note and recorded as an adjustment to additional paid-in capital.

Assets are being amortized over a ten-years.

Amortization expense totaled $ 289,300

and $ 96,433 ,

respectively, for the years ended December 31, 2025 and 2024.

a result of the Company’s expansion into a Digital Assets Strategy in 2025 the Company determined that the movie did not fit

into its ongoing operations and decided it was in the best interest of the Company’s shareholder to sell the asset.

Consequently, since the asset has little value to the ongoing operations, the asset is considered impaired for accounting purposes and an impairment

reserve of $ 2,507,267 has been recorded.

10 – Income Tax

Company accounts for income taxes in accordance with ASC 740, Income Taxes .

Deferred income taxes are recognized for temporary

differences between the financial statement carrying amounts and the tax bases of assets and liabilities.

A valuation allowance is established

when it is more likely than not that some portion or all of the deferred tax assets will not be realized.

the year ended December 31, 2025, the Company underwent a change of control (see Note 6 - Investment in digital assets and Note 11 –

Capital Structure).

Merger - On December 9, 2022, The Company entered into a stock exchange agreement (the “Exchange Agreement”) with

Jupiter Wellness, Inc.

(“Jupiter”) to govern the separation of our business from Jupiter.

On May 26, 2023, we amended and

restated the Exchange Agreement (the “Amended and Restated Exchange Agreement”) to include additional information regarding

the distribution and the separation of our business from Jupiter.

The separation as set forth in the Amended and Restated Exchange Agreement

with Jupiter closed August 14, 2023.

Pursuant to the Amended and Restated Exchange Agreement, on May 31, 2023, we issued to Jupiter 6,500,000

shares of our Common Stock (representing 79.3 % of our outstanding shares of Common Stock) in exchange for 2 ordinary shares of SRM Ltd

(representing all of the issued and outstanding ordinary shares of SRM Ltd) (the “Share Exchange”).

Pursuant to the Share

Exchange, we acquired from Jupiter by operation of law all assets and assumed all liabilities comprising our business, which were owned

and held by SRM Ltd.

Jupiter distributed 2,000,000 shares of the Company’s common stock to Jupiter’s stockholders and certain

warrant holders (out of the 6.5 million shares issued in May 2023) and this occurred on the effective date of the Registration Statement

but prior to the closing of the IPO.

Following such distribution, Jupiter Wellness owns 4.5 million of the 9,450,000 shares of common

stock outstanding and SRM Limited is a wholly owned subsidiary of the Company.

financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”)

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

The merger 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 including the 6,500,000 shares of common stock issued to Jupiter.

Public Offering - On August 14, 2023, the Company consummated its IPO, pursuant to which it sold 1,250,000 shares of its common

stock at a price of $ 5.00 per share, resulting in gross proceeds to the Company of approximately $ 6.25 million.

Net proceeds to the Company,

after deducting underwriting discounts and commissions and offering expenses paid by the Company, were approximately $ 5.2 million.

shares sold in our IPO were registered pursuant to a registration statement on Form S-1 (File No.

333-272250), as amended (the “Registration

Statement”), declared effective by the SEC on August 14, 2023.

EF Hutton acted as lead book-running manager for the offering and

Dominari Securities LLC acted as co-manager for the offering.

The underwriters did not exercise their option to purchase up to an additional

187,500 shares of common stock.

The Company paid the underwriters an underwriting discount of eight percent ( 8 %) of the amount raised

in the offering.

Additionally, as partial consideration for services rendered in connection with the offering, the Company issued EF

Hutton warrants to purchase an aggregate of 57,500 shares of Company common stock, representing 4.0 % of the aggregate shares sold in

the offering.

The warrants are exercisable at $ 6.00 per share, which represents 120 % of the initial public offering price per share in

the IPO, at any time and from time to time, in whole or in part, commencing on February 10, 2024, 180 days from the effective date of

the Registration Statement, and expiring on August 14, 2028.

Stock – The Company has 10,000,000 shares, $ 0.0001 par value, of Preferred Stock authorized of which none are issued

Stock – The Company has 100,000,000 shares of Common Stock, par value $ 0.0001 authorized.

At December 31, 2024 and 2023, the

Company had 15,956,977 and 9,765,000 shares, respectively, of its common stock issued and outstanding

December 31, 2023, the Company had 9,765,000 shares of its common stock issued and outstanding, consisting of the following:

Company issued 1,700,000 Founder shares at par value.

Company issued 6,500,000 shares in connection with the Exchange Agreement described above.

Company issued 1,250,000 shares in connection with its IPO as described above.

Company entered into four Consulting Agreements (the “Agreements”) under the terms of which the Company issued 315,500 shares

of its common stock valued at $ 612,800 .

The shares were valued at the market rate of the Company’s stock on the date of the Agreements.

December 31, 2024, the Company had 15,956,977 shares of its common stock issued and outstanding.

Shares issued during 2024 consisted

of the following:

As a result of the change in control, the Company falls under the Internal Revenue Code (“IRC”) section

382, which limits the ability to utilize certain NOLs.

Company’s deferred tax asset at December 31, 2025 consists of net operating loss carry forwards calculated using effective tax

rates ( 20.1 %) equating to approximately $ 3,253,925 , less a valuation allowance in the amount of approximately $ 3,253,925 .

the Company’s lack of earnings history, the deferred tax asset has been fully offset by a valuation allowance in the years ended

December 31, 2025.

11 - Capital Structure

June 15, 2025, our Board of Directors approved and recommended the approval by our stockholders of (i) the possible change in control

of the Company (as defined by the Nasdaq Stock Market LLC’s Listing Rules) via the issuance to an institutional investor (the “Investor”),

at a price below the Minimum Price (as defined by the Nasdaq Stock Market LLC’s Listing Rules), of more than 20% of the shares

of the Company’s common stock, par value $ 0.0001 per share (the “Common Stock”) outstanding with the Investor being

the largest shareholder while holding over 20% of the shares of Common Stock (the “Change of Control and 20% Issuance”) in

accordance with The Nasdaq Stock Market LLC’s Listing Rule 5635(b) and (d) (“Nasdaq Rule 5635”), in connection with

the $ 100,000,000 private investment in public equity (the “PIPE Offering”) entered into between the Company and the Investor

pursuant to which the Company issued 100,000 shares of its Series B Convertible Preferred Stock par value $ 0.0001 per share (the “Series

B Preferred Stock”), convertible into 200,000,000 shares of Common Stock, and warrants (the “PIPE Warrants”) to acquire

up to 220,000,000 shares of Common Stock, to the Investor;

and (ii) an amendment to our Articles of Incorporation to increase the total

number of authorized shares of common stock from 100,000,000 to 1,000,000,000 (the “Charter Amendment”).

of our stockholders, holding a majority of our voting power on June 15, 2025, approved the Change of Control, a 20 % Issuance and the

Charter Amendment by Written Consent.

required consent of at least a majority of the votes allocated to our voting shares was given for each of the actions listed above.

Section 78.320 of the Nevada Revised Statutes, the written consent of stockholders holding a majority of votes outstanding may be substituted

for a special meeting of the stockholders.

Based on the foregoing and in order to eliminate the costs involved in holding a special meeting,

the Board has determined not to call a special meeting of stockholders.

such, a Schedule 14C Information Statement was mailed on or about July 23, 2025, by the Board of Directors (the “Board”)

to the holders of record of our outstanding Common Stock and our outstanding shares of Series A Convertible Preferred Stock,

par value $ 0.0001 per share (the “Series A Preferred Stock”), as of the close of business on the Record Date, pursuant to

Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Charter Amendment is effective August 29, 2025.

Stock – The Company has 10,000,000 shares of preferred stock, par value $ 0.0001 per share, of which 1,000,000 shares are

designated as Series A Preferred Stock and 5,000 shares of the Series A Preferred Stock are designated as convertible, and 100,000 shares

are designated as Series B Preferred Stock.

of December 31, 2025, there were no shares of Series A Preferred Stock issued and outstanding;

however, during May 2025, the Company

entered into a Securities Purchase Agreement (the “May PIPE”) under the terms of which, the Company issued 5,000 Series A

Preferred shares convertible into 8,928,571 shares of common stock for gross proceeds of $ 5,000,000 ($ 4,591,392 net of expenses).

June 2025, the 5,000 shares were converted into 8,928,571 shares of the Company’s common stock.

June 16, 2025, 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.

The stated value of the Series B Preferred Stock is $ 1,000 per share.

The digital assets purchase

is described more fully in Note 6 above and the amendment to our Articles of Incorporation described in Item 2 below.

In connection with

this transaction the Company incurred a total of $ 325,000 in legal expense, which has been netted against the $ 100,000,000 in additional

paid-in-capital.

of the Preferred Stock Shares are entitled to cast the number of votes equal to the number of whole shares of Common Stock into which

the shares of Series B Preferred Stock are convertible on the basis of a conversion price of $ 0.50 .

The Holders shall vote together with

the holders of shares of Common Stock as a single class.

shall be entitled to receive, and the Company shall pay dividends on Preferred Stock Shares equal (on an as-if-converted-to-Common-Stock

basis) to and in the same form as dividends actually paid on shares of the Common Stock when, as and if such dividends are paid on shares

of the Common Stock.

any liquidation, dissolution or winding-up of the Company, the holders of Preferred Stock Shares have a preference for the distribution

of the entire remaining assets and funds of the Company legally available for distribution over any holders of other series of preferred

stock or of the Common Stock.

Certificate of Designation (“CoD”) for Series B Preferred Stock includes a Redemption feature such that upon the occurrence

and continuance of a Triggering Event (defined as “(i) the objection or rejection by the Trading Market (as defined in the Purchase

Agreement), any Governmental Entity (as defined in the Purchase Agreement), or any regulatory or self-regulatory agency of any of the

Transactions (as defined in the Purchase Agreement) on or before December 31, 2025, or (ii) the failure of any regulatory or self-regulatory

agency to approve all of the Transactions, if any such approval is required, on or before December 31, 2025”) and following a ten

day opportunity to cure the relevant written notice from the Holders to the Company, each Holder shall have the right to require the

Company to redeem all or any portion of the Series B Preferred Stock then held by such Holder for a redemption price equal to the full

(for fully redemption) or pro rata (for portion redemption) Triggering Redemption Amount as defined in the CoD.

On August 7, 2025, Bravemorning

Limited, the Holder only waived all rights it may have pursuant to Section 8(b) of the Series B CoD, solely upon the occurrence of a

Triggering Event, to require that Tron Inc.

redeem all or any portion of the Series B Convertible Preferred Stock held by Bravemorning

Limited for a redemption price equal to the relevant Triggering Redemption Amount as defined in the CoD.

issuances of the Series A and B Preferred Stock in the related transactions resulted in a change of control of the Company.

Stock – As described above, the Company has 1,000,000,000 shares of Common Stock, par value $ 0.0001 authorized.

31, 2025 and 2024, the Company had 261,314,913 and 15,956,477 shares, respectively, of its issued and outstanding common stock.

ended December 31, 2024, issuances included:

Company issued 200,000 shares of the Common Stock Payable at December 31, 2023.

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on the date of the Agreements.

Company issued 1,500,000 shares in connection with the Asset purchase described above.

The shares were valued at $ 1,143,000 which was

the market rate of the Company’s stock on the date of the Agreement.

Company issued a total of 3,291,477 shares in connection with the Company’s Form S-3 Registration Statement (the “Registration”).

The shares were issued at a negotiated price which generated net proceeds to the Company of $ 2,501,255 .

Company issued 1,500,000 shares of its common stock in connection with the Asset purchase described above.

The shares were valued at

$ 1,143,000 which was the market rate of the Company’s stock on the date of the Agreement.

Company issued a total of 3,291,477 shares of its common stock in connection with the Company’s Form S-3 Registration Statement

333-282028 filed September 11, 2024 (the “Registration”).

The shares were issued at a negotiated price which generated

net proceeds to the Company of $ 2,501,255 .

ended December 31, 2025, issuances included:

Company issued 712,133 shares of its common stock valued at $ 452,748 upon conversion of 712,133 pre-funded warrants which were included

in Common Stock Payable at December 31, 2024.

Company issued 25,000 shares of its common stock valued at $ 16,250 (market price at date of the agreement) in connection with a Consulting

Agreement which were included in Common Stock Payable at December 31, 2024.

Company issued 500,000 shares of its common stock in connection with a Stock Purchase Agreement with Gameverse Interactive Corp (“Gameverse”),

valued at $ 190,500 (TRON market price at date of purchase) pursuant to which the Company received 132,000 shares of common stock of Gameverse.

Company entered into a Consulting Agreement (the “Agreements”) under the terms of which the Company issued 50,000 shares

of its common stock valued at $ 28,145 .

The shares were valued at the market rate of the Company’s stock on the date of the Agreement.

Company converted 5,000 Series A Preferred shares into 9,518,571 shares of its common stock which includes 590,000 shares related to

fees associated with the transaction See Series A Preferred stock above.

Company issued 1,270,000 shares of its common stock for the exercise of stock options.

Proceeds from the exercises total $ 696,007 .

Company issued 18,802 shares of its common stock for the cashless exercise of warrants and 135,846 shares for the cashless exercise of

Company issued 8,928,571 shares of its common stock for the exercise of warrants with proceeds totaling $ 5,803,571 .

Company issued 220,000,000 shares of its common stock for the exercise of warrants for 312,500 ,100 TRX tokens valued at $ 110,000,000 .

Company issued 535,715 shares of its common stock for the exercise of placement warrants for cash totaling $ 348,215 .

Company issued 3,663,798 shares of its common stock for the cashless exercise of advisory warrants.

Stock Payable

the year ended December 31, 2023, the Company entered into a Consulting Agreement that called for the issuance of 400,000 shares valued

at $ 676,000 .

At December 31, 2023, these shares had not been issued and are included in Common Stock Payable.

The shares were valued

at the market rate of the Company’s stock on the date of the Agreements.

the year ended December 31, 2024, the Company issued 200,000

shares of the Common Stock Payable at December 31, 2024 valued at $ 354,000 .

In connection with the sale of 1,580,000

shares under the Registration as described above, the purchaser pre-funded the purchase of 712,133

shares valued at $ 452,748 .

Additionally, the Company entered into a Consulting Agreement that called for the issuance of 25,000

shares valued at $ 16,250

(calculated using the market rate per share on date of the Agreement) which shares had not been issued at December 31,

the year ended December 31, 2024, the Company granted a total of 995,000 options to Officers, Directors and Employees with an exercise

price of $ 1.21 , a five -year term and are exercisable immediately.

The Company recorded an expense of $ 573,548 in connection with these

December 31, 2023, the Company had $ 676,000 of Common Stock Payable.

Activity for the year ended December 31, 2024 included the following:

the year ended December 31, 2024, the Company issued 200,000 shares of the Common Stock Payable valued at $ 354,000 .

the year ended December 31, 2024, the Company entered into an agreement which called for the issuance of 712,133 pre-funded warrants

with a far value of $ 452,748 recorded in Connon Stock Payable.

the year ended December 31, 2024, the company entered into a services agreement which called for the issuance of 25,000 shares of common

stock valued at $ 16,250 (market value on date of agreement) which had not been issued as of December 31, 2024.

balance of Common Stock Payable at December 31, 2024 was $ 790,998 .

Activity for the year ended December 31, 2025, included the following:

the year ended December 31, 2025, the Holder of the pre-funded warrants described above converted the warrants into shares of the Company’s

common stock valued at $ 452,748 .

Additionally,

the 25,000 shares under the services agreement, valued at $ 16,250 , were issued.

December 2025, the Company entered into a Private Placement (Securities Purchase Agreement or “SPA”) with a related

party for the purchase of $ 18,000,000

of the Company’s common stock ( 13,067,151

restricted shares), payable in stablecoins.

The $ 18,000,000

has been recorded as a Subscription Receivable and Common Stock Payable.

The SPA calls for the delivery of the stablecoins within 10

days of the execution of the SPA.

Subsequent to December 31, 2025, the stablecoins were delivered and the common stock was

balance of Common Stock Payable at December 31, 2025, was $ 18,322,000 .

12 – Options and Warrants

the year ended December 31, 2024, the Company granted a total of 995,000

options to Officers, Directors and Employees with an average exercise price of $ 1.21 ,

with five-year 5 terms and exercisable immediately.

The Company recorded an expense of $ 573,548 in connection with these options.

Additionally, the Company granted 50,000 options with an exercise price of $ 0.63 to a consultant, of which 25,000 are immediately

vested and 25,000 are vested six months from the date of the agreement.

The Company recorded an expense of $ 11,045 related to the vested

the year ended December 31, 2023, the Company granted a total of 90,000 options to three of its Directors with an exercise price of $ 1.61

and a five -year term.

The Company recorded an expense of $ 73,702 in connection with the Directors’ issuance.

The Company recorded an expense of $ 11,045 related to the

vested options.

the year ended December 31, 2025, the Company granted a total of 2,025,000

options to the Directors with an exercise price of $ 0.56

with five-year 5 term and exercisable immediately.

The Company recorded an expense of $ 460,821 in connection with these

fair value of these options was measured using the Black-Scholes valuation model at the grant date.

1 unchanged sentence

for Black-Scholes valuation model on the respective reporting date.

of Fair Value Option Assumption

Schedule of Fair Value Option Assumption

Reporting Date

the year ended December 31, 2025, a total of 1,320,000 shares of common stock were issued in connection with options exercised.

proceeds from the exercises were $ 696,007 .

At December 31, 2025, the Company had a total of 1,815,000 unexercised options with an average

exercise price of $ 0.98 per share.

The following table sets forth the option activity for the year ended December 31, 2025:

of Option Activity

Balance, December 31, 2024

Options granted

Options exercised

( 1,320,000 )

Balance, December 31, 2025

May 21, 2025, the Company entered into a Securities Purchase Agreement (the “May Securities Purchase Agreement”) with an

institutional investor for a private investment in public equity (the “May PIPE Offering”) of 5,000 shares of its Series

A Convertible Preferred Stock par value $ 0.0001 per share (the “Series A Preferred Stock”), convertible into 8,928,571 shares

of Common Stock, at a conversion price of $ 0.56 per share of Series A Preferred Stock, and an aggregate of 8,928,571 warrants (the “May

PIPE Warrants”) to acquire up to 8,928,571 shares of Common Stock, subject to beneficial ownership limitations set by the holder.

The purchase price for one unit (consisting of one share of Series A Convertible Preferred Stock convertible into approximately 1,785

shares and the same number of warrants) was $ 1,000 .

The May PIPE Warrants issued in the May PIPE Offering are exercisable immediately

upon issuance at an exercise price of $ 0.65 per share and will expire two years from the date of issuance.

As of December 31, 2025, all

of the Series A Convertible Preferred Stock had been converted into a total of 8,928,571 shares of common stock, and all of the May PIPE

Warrants had been exercised for 8,928,571 shares of common stock.

addition, the Company issued to the Placement Agent or its designees the placement agent warrants (the “May Placement Agent Warrants”)

to purchase up to an aggregate of 535,715 shares of Common Stock (6.0% of the Common Stock sold in the May PIPE Offering).

The Placement

Agent Warrants have identical terms as the May PIPE Warrants.

In November, 2025, the Placement Agent Warrants were exercised.

addition, pursuant to an Advisory Agreement with an entity associated with American Ventures (the investor in the previously disclosed

May 2025 Series A preferred stock offering and disclosed below), the Company issued a warrant to American Ventures (the “American

Ventures Warrants”) for 5,360,000 warrants with substantially the same terms as the June PIPE Warrants except that the American

Ventures Warrants are exercisable for five years.

In November, 2025, the Placement Agent Warrants were exercised using the cashless feature

for 3,663,798 shares of common stock.

June 16, 2025, the Company entered into a Securities Purchase Agreement (the “June Securities Purchase Agreement”) with an

institutional investor entity (the “Investor”) for a private investment in public equity (the “June PIPE Offering”)

of 100,000 shares of its Series B Convertible Preferred Stock par value $ 0.0001 per share (the “Series B Preferred Stock”),

convertible into 200,000,000 shares of common stock, par value $ 0.0001 (the “Common Stock”), at a conversion price of $ 0.50

per share of Common Stock, and warrants (the “June PIPE Warrants”) to acquire up to 220,000,000 shares of Common Stock.

June PIPE Warrants issued in the June PIPE Offering are exercisable immediately upon issuance at an exercise price of $ 0.50 per share

and will expire two years from the date of issuance.

The 100,000 shares of Series B Preferred Stock are referred to herein as the “Preferred

Stock Shares.”

June 2025, certain underwriter representatives exercised 47,380 warrants on a cashless basis for the issuance of 18,802 shares of the

Company’s common stock.

following table sets forth the Warrant activity for the year ended December 31, 2025:

of Warrant Activity

Balance, December 31, 2024

Exercise of underwriter warrants

Cashless exercise of consultant warrants

May PIPE Warrants

Placement Warrants

American Venture Warrants

Exercise of the May PIPE Warrants

( 8,928,571 )

Exercise of Placement Warrants

Exercise of American Venture Warrants

( 5,360,000 )

June PIPE Warrants

Exercise of the June PIPE Warrants

( 220,000,000 )

Balance, December 31, 2025

13 - Segment Reporting

Company has two reportable segments:

(i) the toy business consisting of design, development and manufacture (through third parties) of

toys and souvenir items and (ii) digital assets, consisting of investing for growth in the appreciation of the asset and staking the

tokens to produce income to the Company.

profit (loss) is the segment performance measure the chief operating decision maker (“CODM”) (our CEO, Richard Miller) uses

to assess the Company’s reportable segments.

toys and souvenir items (“Products”) generate revenue from the sale of the Products to theme parks and entertainment venues

and direct sales through Amazon and other direct channels.

Cost of revenue consists primarily of direct manufacturing costs and freight

and shipping.

digital assets have nominal costs associated with revenue generated through staking.

following table presents segment revenue and segment gross profit for the years ended December 31, 2025 and 2024 reviewed by the CODM:

Schedule of Segment Revenue and Segment

Revenue from Toy sales

Cost of sales

Income from digital assets

Unrealized (loss) on digital asset investments

( 15,223,891 )

Unrealized income from staking activities

Realized (loss) from TRX to sTRX conversion

Total income (loss) from digital assets

( 11,921,845 )

Operating (expenses)

( 3,715,758 )

( 5,190,028 )

Impairment of intangible asset

Net interest income (expense)

$ ( 16,811,267 )

$ ( 4,339,345 )

and liabilities are not separately analyzed or reported to the CODM and are not used to assist in decisions surrounding resource allocation

and assessment of segment performance.

As such, an analysis of segment assets and liabilities has not been included in this financial

14 - Commitments and Contingencies

Company entered into a new office lease Effective September 1, 2025.

The primary term of the lease is three years and two months with

a renewal option for an additional two years.

Minimum annual lease payments for the primary term and renewal are as follows:

of Minimum Annual Lease Payments

Primary Period

Amount During Renewal Period

September 1 to August 31, 2026

November 1 to October 31, 2029

September 1 to August 31, 2027

November 1 to October 31, 2030

September 1 to August 31, 2028

September 1 to October 31, 2028

the new standard for lease reporting, the Company recorded a Right of Use Asset (“ROU”) and an offsetting lease liability

of $ 753,564 representing the present value of the future payments under the lease calculated using an 7.5 % discount rate (the current

borrowing rate of the company).

The ROU and lease liability are amortized over the three-year life of the lease.

The unamortized balances

at December 31, 2025 were ROU asset of $ 682,286 , current portion of the lease liability of $ 220,206 and non-current portion of lease

liability of $ 464,100 .

Additionally,

the Company recognized accreted interest expense of $ 18,194 and rent expense of $ 71,278 for the lease during the year ended December

Company may be subject to legal proceedings and claims arising from contracts or other matters from time to time in the ordinary course

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15 – Subsequent Events

On January 2, 2025, the Company paid $ 250,000 of the

principal of the promissory note (see (note 7) leaving a balance of $ 250,000 .

to December 31, 2024, the Company issued 1,237,133 shares of its common stock as follows:

(a) 712,133 shares in an offering pursuant

to the Company’s S-3 Registration;

(b) 25,000 shares related to a consulting agreement for services;

and (c) 500,000 shares related

to an investment.

Company has analyzed its operations subsequent to December 31, 2024, to the date these financial statements were issued and has determined

that it does not have any material subsequent events to disclose in these financial statements.

July 28, 2025, the Company filed an S-3 Registration Statement under which the Company may, from time to time in one or more

offerings, offer and sell up to $ 1,000,000,000

in the aggregate of common stock, preferred stock, debt securities, warrants and rights to purchase common stock or preferred stock,

or any combination of the foregoing, either individually or as units comprised of one or more of the other securities.

the SEC comment letters, on August 22, 2025, October 17, 2025, and March 2, 2026, the Company filed amendments to the S-3.

December 2025, the Company entered into a Private Placement (Securities Purchase Agreement or “SPA”) for the purchase of

$ 18,000,000 of the Company’s common stock, payable in stablecoins.

The $ 18,000,000 has been recorded as Common Stock Payable.

SPA calls for the delivery of the stablecoins within 10 days of the execution of the SPA.

On January 8, 2026, the stablecoins were delivered

and the 13,067,151 shares of restricted common stock were issued.

Company evaluated subsequent events through the date of this filing and has had no additional material events subsequent to December

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures