Tron Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s Exchange Act reports is recorded, processed, summarized and reported within the time communicated to the Company’s management, including its Chief Executive Officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure based closely on the definition of “disclosure controls and procedures” in Rule 13a-15(e). The Company’s disclosure controls and procedures are designed to provide a reasonable level of assurance of reaching the Company’s desired disclosure control objectives. In designing periods specified in the SEC’s rules and forms, and that such information is accumulated and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. The Company’s certifying officers have concluded that the Company’s disclosure controls and procedures are effective in reaching that level of assurance. At the end of the period being reported upon, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and principal financial officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on the foregoing, our Chief Executive Officer and principal financial officer concluded that our disclosure controls and procedures were effective to ensure that the material information required to be included in our Securities and Exchange Commission reports is accumulated and communicated to our management, including our principal executive and financial officer, recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms relating to the Company. Management’s Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of our financial statements in accordance with U.S. generally accepted accounting principles, or GAAP. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate. With the participation of our Chief Executive Officer and Chief Financial Officer (principal financial officer), our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2025 based on the framework in Internal Control— Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on the assessment and those criteria, management believes that the Company maintained effective internal control over financial reporting as of December 31, 2025. This Report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting as smaller reporting companies are not required to include such report and EGC’s are exempt from this requirement entirely until they are no longer an EGC. Management’s report is not subject to attestation by the Company’s independent registered public accounting firm. Limitations on the Effectiveness of Controls Management has confidence in its internal controls and procedures. The Company’s management believes that a control system, no matter how well designed and operated can provide only reasonable assurance and cannot provide absolute assurance that the objectives of the internal control system are met, and no evaluation of internal controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. Further, the design of an internal control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitation in all internal control systems, no evaluation of controls can provide absolute assurance that all control issuers and instances of fraud, if any, within the Company have been detected. Changes in Internal Controls There were no changes in the Company’s internal controls over financial reporting that occurred during the fiscal year ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. Internal control systems, no matter how well designed and operated, have inherent limitations. Therefore, even a system which is determined to be effective cannot provide absolute assurance that all control issues have been detected or prevented. Our systems of internal controls are designed to provide reasonable assurance with respect to financial statement preparation and presentation. ITEM 9B. OTHER INFORMATION None . Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTION THAT PREVENT INSPECTIONS. Not applicable. 52 Table of Contents PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Our directors and executive officers and their respective ages as of the date of this Form 10-K are as follows: Name Age Position(s) Richard Miller 58 Chief Executive Officer Douglas McKinnon 75 Chief Financial officer Weike Sun 66 Director Christopher Marc Melton 54 Director Zhihong Liu 60 Director Zi Yang 27 Director The following describes the business experience of each of our directors and executive officers, including other directorships held in reporting companies: 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 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. Mr. Miller has over twenty years of experience providing strategic and operational guidance to companies across multiple industries. Mr. 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. Mr. Miller is the founder of My School Counts, a grassroots organization focused on school safety and support of local educational initiatives. Douglas O. McKinnon, Chief Financial Officer, has served as our Chief Financial Officer since April 2022. Mr. 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. Mr. 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, Inc. for four years. Mr. 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, Mr. McKinnon has extensive merger and acquisition, and turnaround experience. Christopher Marc Melton, Director, has served as one of our directors since April 2022. Mr. Melton has served as director of SG Blocks, Inc. since November of 2011 and currently serves as the Audit Committee Chairman. From 2000 to 2008, Mr. Melton was a Portfolio Manager for Kingdon Capital Management (“Kingdon”) in New York City, where he ran in excess of $1 Billion book in media, telecom, and Japanese investment. Mr. Melton opened Kingdon’s office in Japan, where he set up a Japanese research company. From 1997 to 2000, Mr. Melton served as a Vice President at JPMorgan Investment Management as an equity research analyst, where he helped manage $1 Billion plus in REIT funds under management. Mr. Melton was a Senior Real Estate Equity Analyst at RREEF Funds in Chicago from 1995 to 1997. Mr. Melton is Principal and co-founder of Callegro Investments, a specialist land investor. He currently serves on several Public and Private Boards as well as Chairman of the Audit Committee of a Nasdaq listed company. Weike 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. Mr. Sun holds a bachelor’s degree from Qinghai Normal College. Mr. Weike Sun is the sole shareholder of Bravemorning. Zhihong Liu , age 60, has been the senior advisor to TRON DAO since 2021, leading its strategic investment activities. Previously, Mr. Liu 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. Mr. Liu holds an MBA from Columbia University and a bachelor’s degree from Zhejiang University in China. Zi Yang , age 27, has been active in the blockchain industry for over 5 years. Mr. Yang currently holds senior positions for several leading blockchain projects including Tronscan, the official blockchain explorer for Tron protocol. Mr. Yang holds a bachelor’s degree in Human Resource Management from Guangdong University of Foreign Studies in China. 53 Table of Contents Term of Office Our Board is elected annually by our stockholders. Each director shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal. Family Relationships There are no family relationships among and between the issuer’s directors, officers, persons nominated or chosen by the issuer to become directors or officers, or beneficial owners of more than ten percent of any class of the issuer’s equity securities. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Exchange Act requires our directors and officers, and the persons who beneficially own more than 10% of our Common Stock, to file reports of ownership and changes in ownership with the SEC. Copies of all filed reports are required to be furnished to us pursuant to Rule 16a-3 promulgated under the Exchange Act. Based solely on the reports received by us and on the representations of the reporting persons, we believe that these persons have complied with all applicable filing requirements during the year ended December 31, 2025. Board Composition Director Independence Our business and affairs are managed under the direction of our Board, which consist of five members. Under Nasdaq rules, independent directors must comprise a majority of a listed company’s board of directors, subject to certain exceptions. In addition, Nasdaq rules require that each member of a listed company’s audit, compensation and nominating and governance committees be independent, subject to certain phase-ins for newly-public companies. Under Nasdaq rules, a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Audit 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. Our Board has undertaken a review of its composition, the composition of its committees and the independence of each director. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our Board has determined that Messrs. 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” as that term is defined under the applicable rules and regulations of the SEC and the listing requirements and rules of Nasdaq. In making this determination, our Board considered the current and prior relationships that each non-employee director has with our company and all other facts and circumstances our Board deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director. 54 Table of Contents In making this determination, our Board considered the current and prior relationships that each non-employee director has with us and all other facts and circumstances our Board deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director. Board Committees Our Board has established Audit, Compensation, and Nominating and Corporative Governance Committees. Our Board may establish other committees to facilitate the management of our business. The composition and functions of the audit committee, compensation committee and nominating and corporate governance committee are described below. The charter of each committee is available on our corporate website at https://corporate.srmentertainment.com/corporate-governance. Members will serve on committees until their resignation or removal from the Board or until otherwise determined by our Board. Audit Committee Our audit committee consists of Mr. Melton, serving as chairman and Messrs. Liu and Yang. Our Board has determined that Mr. 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. The functions of this committee include: ● 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 results; ● 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; and ● 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 firm. Compensation Committee Our compensation committee consists of Messrs. Melton, Liu and Yang with Mr. Liu serving as the chairman. The functions of the compensation committee will include: ● 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; and ● reviewing and establishing general policies relating to compensation and benefits of our employees and reviewing our overall compensation philosophy. 55 Table of Contents Nominating and Corporate Governance Committee Our nominating and corporate governance committee consists of Messrs. 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 Board; ● 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; and ● making recommendations to our Board concerning governance matters. The nominating and corporate governance committee also annually reviews the nominating and corporate governance committee charter and the committee’s performance. Board Leadership Structure and Role in Risk Oversight Our Board is primarily responsible for overseeing our risk management processes. Our Board receives and reviews periodic reports from management, auditors, legal counsel, and others, as considered appropriate regarding our assessment of risks. Our Board focuses on the most significant risks we face our general risk management strategy, and also ensures that risks we undertake are consistent with our Board’s appetite for risk. While our Board oversees our risk management, management is responsible for day-to-day risk management processes. We believe this division of responsibilities is the most effective approach for addressing the risks we face and that our Board leadership structure supports this approach. Our amended and restated bylaws provide our Board with flexibility in its discretion to combine or separate the positions of Chairman of the Board and Chief Executive Officer. The Board currently does not separate the roles of Chief Executive Officer and Chairman of the Board and both positions are held by Richard Miller. Our Chief Executive Officer is responsible for setting the strategic direction of the Company and the day-to-day leadership and performance of the Company and as the Chairman he sets the agenda for the Board meetings, presides over meetings of the Board and tries to reach a consensus on Board decisions. The Board believes it should be able to freely select the Chairman of the Board based on criteria that it deems to be in the best interest of the Company and its stockholders, and therefore one person may serve as both the Chief Executive Officer and Chairman of the Board. Code of Ethics We have adopted a code of ethics and conduct applicable to all of our directors, officers, employees and all persons performing similar functions. 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 The 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. Corporate Governance Guidelines We 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, director responsibilities, Board agenda, roles of the chairman of the Board and Chief Executive Officer and Chief Financial Officer, meetings of independent directors, committee responsibilities and assignments, Board member access to management and independent advisors, director communications with third parties, director compensation, director orientation and continuing education, evaluation of senior management and management succession planning. Involvement in Certain Legal Proceedings To our knowledge, our directors and executive officers have not been involved in any of the following events during the past ten years: 1. 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; 2. any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); 3.being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his involvement in any type of business, securities or banking activities or to be associated with any person practicing in banking or securities activities; 4. 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; 5. 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; or 6. 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. 56 Table of Contents ITEM 11. 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 “NEO”). Name and Principal Salary Bonus Stock Awards Option Awards All Other Compensation Total Compensation Position Year ($) ($) ($) (3) ($) (3) ($) (4) ($) Richard Miller (1)(4) 2025 $ 260,521 $ 67,586 $ - $ $ 25,000 $ 353,107 Chief Executive Officer 2024 $ 201,979 $ - $ - $ - $ 25,000 $ 226,979 Douglas O. McKinnon (2)(4) 2023 $ 213,721 $ 50,690 $ - $ - $ 25,000 $ 289,410 Chief Financial Officer 2024 $ 181,500 $ - $ - $ - $ 25,000 $ 206,500 Taft Flitner 2023 $ 112,000 $ 54,039 $ - $ - $ - $ 166,039 President 2024 $ 103,000 $ 80,382 $ - $ - $ - $ 183,382 1. Mr. Miller was appointed as Chief Executive Officer on January 1, 2023. 2. Mr. McKinnon was appointed Chief Financial Officer on August 14, 2023. 3. There were no equity incentive plan compensation, option awards, nor stock awards in 2024. 4. Mr. Miller and Mr. McKinnon were each paid $25,000 for Director fees in 2025 and 2024. Employment Agreements with Named Executive Officers Richard Miller We 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. 57 Table of Contents 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 goals: (a) the Company shall pay Mr. Miller a bonus as follows: 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; 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). Upon any termination of Mr. Miller’s employment with the Company for any reason, except for a termination for cause, the Mr. Miller 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. Miller’s employment agreement for the remainder of the initial term or renewal term, as then applicable. The agreement also contains the following material provisions: eligible to participate in pension and other retirement plans, group life insurance, hospitalization, surgical and major medical coverage, sick leave, disability and salary continuation, vacation and holidays, long-term disability, and other fringe benefits and entitled to reimbursement for all reasonable and necessary business expenses. Mr. Miller agreed to non-compete and non-solicit terms under his agreement. Douglas McKinnon We 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. The 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. 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. The agreement also contains the following material provisions: eligible to participate in pension and other retirement plans, group life insurance, hospitalization, surgical and major medical coverage, sick leave, disability and salary continuation, vacation and holidays, long-term disability, and other fringe benefits and entitled to reimbursement for all reasonable and necessary business expenses. Mr. McKinnon agreed to non-compete and non-solicit terms under his agreement. Taft Flittner We entered into an employment agreement with Taft Flittner on January 1, 2023, pursuant to which we employ Mr. Flittner as President. 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. The option’s strike price will be the closing price on the date of issuance. Mr. Flittner shall receive an annual bonus(s’) based on a percentage of EBITDA, growth and other factors which will be determined by the Board. The agreement also contains the following material provisions: eligible to participate in pension and other retirement plans, group life insurance, hospitalization, surgical and major medical coverage, sick leave, disability and salary continuation, vacation and holidays, cellular telephone and all related costs and expenses, long-term disability, and other fringe benefits and entitled to reimbursement for all reasonable and necessary business expenses. Mr. Flittner agreed to non-compete and non-solicit terms under his agreement. Director Compensation The following table sets forth the amounts paid to Directors during the years ended December 31, 2025 and 2024. Directors 2025 2024 Richard Miller $ 25,000 $ 25,000 Christopher Marc Melton $ 25,000 $ 25,000 Weike Sun $ - $ - Zhihong Liu $ - $ - Zi Yang $ - $ - ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The 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; and (iv) all executive officers and directors as a group as of March 18. 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. 58 Table of Contents Shares of % of Shares of Common Stock Common Stock Beneficially Beneficially Name of Beneficial Owner Owned Owned Directors and Officers: Richard Miller (1) 1,637,500 * Chief Executive Officer and Director Douglas McKinnon (2) 953,888 * Chief Financial Officer and Director Taft Flitner (3) 450,000 * President Christopher Melton (4) 195,000 * Director Officers and Directors, as a group (7 persons) 3,236,388 1.2 % Bravemorning Limited 220,000,000 79.8 % * Less than 1% ownership (1) Includes 537,500 shares issuable upon exercise of options. (2) Includes 437,500 shares issuable upon exercise of options. (3) Includes 150,000 shares issuable upon exercise of options. (4) Includes 195,000 shares issuable upon exercise of options. Securities Authorized for Issuance under Equity Compensation Plans 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. During 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. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The 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. Since the beginning of fiscal year 2025, the Company did not have any transactions to which it has been a participant that involved amounts that exceeded or will exceed the lesser of (i) $120,000 or (ii) one percent of the average of the Company’s total assets at year-end for the last two completed fiscal years, and in which any of the Company’s directors, executive officers or any other “related person” as defined in Item 404(a) of Regulation S-K had or will have a direct or indirect material interest. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES Audit Fees totaling $105,080 and $68,274 were paid to M&K CPAS during the year ended December 31, 2025 and 2024, respectively. No other fees were paid to M&K CPAS. 59 Table of Contents PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES EXHIBIT INDEX Filed or Filed or Exhibit Incorporated by Reference Furnished Number Exhibit Description Form Exhibit Filing Date Herewith 3.1 Articles of Incorporation of SRM Entertainment, Inc. S-1 3.1 05/26/2023 3.2 Bylaws of SRM Entertainment, Inc. S-1 3.2 05/26/2023 3.3 Amendment to the Bylaws of SRM Entertainment, Inc. S-1 3.3 05/26/2023 3.4 Amended and Restated Certificate of Designation of Series A Preferred Stock 8-K 3.1 05/28/2025 3.5 Certificate of Amendment to the Articles of Incorporation 8-K 3.1 07/16/2025 3.6 Certificate of Amendment to the Articles of Incorporation 8-K 3.1 09/02/2025 4.1 Description of Securities X 4.2 Form of Common Stock Certificate of SRM Entertainment, Inc. S-1 4.1 05/26/2023 4.3 Form of Representative’s Warrant S-1 4.2 07/28/2023 4.4 Secured Promissory Note, issued September 3, 2024 8-K 4.1 09/06/2024 4.5 Form of Pre-Funded Warrant 8-K 4.1 12/06/2024 4.6 Form of Common Stock Purchase Warrant 8-K 4.1 05/28/2025 4.7 Form of Placement Agent Warrant 8-K 4.2 05/28/2025 4.8 Amendment to Common Stock Purchase Warrant 8-K 4.1 08/29/2025 10.1 Share Exchange Agreement between Jupiter Wellness, Inc. and SRM Entertainment, Inc. dated December 9, 2022 S-1 10.1 05/26/2023 10.2 Employment Agreement between SRM Entertainment, Inc. and Richard Miller dated January 1, 2023† S-1 10.2 05/26/2023 10.3 Employment Agreement between SRM Entertainment, Inc. and Taft Flittner dated January 1, 2023† S-1 10.3 05/26/2023 10.4 Employment Agreement between SRM Entertainment, Inc. and Deborah McDaniel-Hand dated January 1, 2023† S-1 10.4 05/26/2023 10.5 License Agreement between SRM Entertainment, Inc. and LAFIG Belgium s.a. dated July 28, 2022 S-1 10.5 05/26/2023 60 Table of Contents 10.6 License Agreement between SRM Entertainment, Inc. and Zoonicorn, LLC dated July 17, 2022 S-1 10.6 05/26/2023 10.7 License Agreement between SRM Entertainment, Inc., Taylored Concepts, LLC and ProToyTypes, LLC dated September 1, 2021 S-1 10.7 05/26/2023 10.8 Addendum to License Agreement between SRM Entertainment, Inc., Taylored Concepts, LLC and ProToyTypes, LLC dated June 18, 2022 S-1 10.8 05/26/2023 10.9 2023 Equity Incentive Plan† S-1 10.9 05/26/2023 10.10 Amended and Restated Exchange Agreement between Jupiter Wellness, Inc. and SRM Entertainment, Inc. dated May 26, 2023 S-1 10.10 05/26/2023 10.11 Employment Agreement between Jupiter Wellness, Inc., formerly known as CBD Brands, Inc., and Douglas O. McKinnon dated August 5, 2019† S-1 10.11 07/18/2023 10.12 Assignment and Assumption Agreement dated August 3, 2023, between Jupiter Wellness, Inc. and SRM Entertainment, Inc. 8-K 10.1 08/16/2023 10.13 Asset Purchase Agreement, dated September 3, 2024, by and between SRM Entertainment, Inc. and Suretone Entertainment, Inc. 8-K 10.1 09/06/2024 10.14 Employment Agreement, dated September 10, 2024, by and between SRM Entertainment, Inc. and Richard Miller† 8-K 10.1 09/13/2024 10.15 Form of Securities Purchase Agreement by and between SRM Entertainment, Inc. and the Investors 8-K 10.1 10/22/2024 10.16 Form of Securities Purchase Agreement dated as of December 5, 2024 8-K 10.2 12/06/2024 10.17 Placement Agency Agreement dated December 5, 2024, by and between SRM Entertainment, Inc. and D. Boral Capital LLC 8-K 10.1 12/06/2024 10.18 SRM Entertainment, Inc.’s 2024 Equity Incentive Plan† 8-K 10.1 12/10/2024 10.19 Employment Agreement, dated January 22, 2025, by and between SRM Entertainment, Inc. and Douglas McKinnon† 8-K 10.1 01/28/2025 10.20 Form of Securities Purchase Agreement 8-K 10.1 05/28/2025 10.21 Form of Placement Agency Agreement 8-K 10.2 05/28/2025 10.22 Form of Registration Rights Agreement 8-K 10.3 05/28/2025 10.23 Form of Securities Purchase Agreement 8-K 10.1 06/16/2025 10.24 Form of Sun Advisory Agreement, dated June 16, 2025 8-K 10.2 06/16/2025 10.25 Form of American Ventures Agreement, dated June 16, 2025 8-K 10.3 06/16/2025 10.26 Amendment No. 1 to Employment Agreement by and between SRM Entertainment, Inc. and Richard Miller, dated June 16, 2025 8-K 10.4 06/16/2025 10.27 Amendment No. 1 to Employment Agreement by and between SRM Entertainment, Inc. and Douglas McKinnon, dated June 16, 2025 8-K 10.5 06/16/2025 10.28 Amendment No. 1 to Employment Agreement by and between SRM Entertainment, Inc. and Taft Flittner, dated June 16, 2025 8-K 10.6 06/16/2025 10.29 Amendment No. 1 to Employment Agreement by and between SRM Entertainment, Inc. and Deborah McDaniel-Hand, dated June 16, 2025 8-K 10.7 06/16/2025 61 Table of Contents 10.30*** Self-Managed Wallet Services Agreement by and between the Company and BiT Global Trust Limited dated June 26, 2025 S-3/A 10.1 08/22/2025 10.31 Stock Purchase Agreement, dated December 24, 2025 8-K 10.1 12/29/2025 14.1 Code of Business Conduct and Ethics 10-K 14.1 04/01/2024 19.1 Insider Trading Policy 10-K 19.1 03/31/2025 21.1 List of Subsidiaries S-1 21.1 05/26/2023 23.1 Consent of Independent Registered Public Accounting Firm X 31.1 Certification Required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 31.2 Certification Required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 32.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 # X 32.2 Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 # X 97.1 SRM Entertainment, Inc. Compensation Recovery Policy 10-K 97.1 04/01/2024 101.INS Inline XBRL Instance Document X 101.SCH Inline XBRL Taxonomy Extension Schema Document X 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document Inline X 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document X 104 Cover Page Interactive Data File - The cover page iXBRL tags are embedded within the inline XBRL document. X † 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. 62 Table of Contents SIGNATURES Pursuant 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. Tron Inc. By: /s/ Richard Miller Richard Miller Chief Executive Officer and Director In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Richard Miller Director and Chief Executive Officer (principal executive officer) March 25, 2026 Richard Miller /s/ Douglas McKinnon Chief Financial Officer (principal financial and accounting officer) March 25, 2026 Douglas McKinnon /s/ Weike Sun Director March 25, 2026 Weike Sun /s/ Zhihong Liu Director March 25, 2026 Zhihong Liu /s/ Zi Yang Director March 25, 2026 Zi Yang /s/ Christopher Melton Director March 25, 2026 Christopher Melton 63 Table of Contents TRON INC. INDEX TO FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB ID: 2738 ) F-2 Consolidated Balance Sheets as of December 31, 2025 and 2024 F-3 Consolidated Statements of Operations for the Years Ended December 31, 2025 and 2024 F-4 Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended December 31, 2025 and 2024 F-5 Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024 F-6 Notes to the Consolidated Financial Statements F-7 F- 1 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Tron Inc. Opinion on the Financial Statements We 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. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, audits of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audits Matter The 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 material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audits matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audits matter below, providing separate opinions on the critical audits matters or on the accounts or disclosures to which they relate. Other Asset- Cryptocurrency The 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. To address this matter, we performed the following procedures: ● We evaluated the design and operating effectiveness of internal controls over the authorization and safeguarding of digital assets, including those staked on the Tron blockchain. ● We verified that the Company retained exclusive control of the private keys necessary to access and transact its digital assets as of December 31, 2025. ● We 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. ● We confirmed and analyzed the custodial agreement to substantiate the Company’s legal rights and beneficial ownership of the digital assets as of year-end. ● We assessed the reliability of audit evidence obtained through direct inquiry of the public blockchain networks. /s/ M&K CPAS, PLLC www.mkacpas.com We have served as the Company’s auditor since 2022. The Woodlands, Texas March 25, 2026 F- 2 Table of Contents Tron Inc. Consolidated Balance Sheets As of December 31, 2025 and 2024 2025 2024 Assets Cash $ 10,455,360 $ 1,352,373 Account receivable 671,779 794,158 Inventory 704,171 783,800 Prepaid expenses and deposits 511,615 488,746 Other current assets 67,340 43,380 Total current assets 12,410,265 3,462,457 Intangible assets (net of amortization) - 2,796,567 Investment in Gameverse Interactive Corp 190,500 - Investment in digital assets – held in Treasury Wallet set up by an Affiliate 198,078,155 - Right of Use asset (ROU) 682,286 - Fixed assets, net of depreciation 71,877 48,279 Total assets $ 211,433,083 $ 6,307,303 Liabilities Accounts Payable $ 142,866 $ 263,993 Accrued and other liabilities 289,676 252,359 Current portion of ROU liability 220,206 - Secured loan from Related Party - 500,000 Total Current Liabilities 652,748 1,016,352 ROU liability 464,100 - Total Liabilities 1,116,848 1,016,352 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 10 - Preferred Stock Value 10 - 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 26,132 1,596 Additional paid-in capital 232,476,601 10,195,598 Accumulated earnings (deficit) ( 22,508,508 ) ( 5,697,241 ) Common Stock Payable 18,322,000 790,998 Subscription Receivable ( 18,000,000 ) - Total Shareholders’ Equity (Deficit) 210,316,235 5,290,951 Total Liabilities and Shareholders’ Equity $ 211,433,083 $ 6,307,303 The accompanying notes are an integral part of these financial statements. F- 3 Table of Contents Tron Inc. Consolidated Statements of Operations For the Years Ended December 31, 2025 and 2024 2025 2024 Revenue Sales $ 4,740,551 $ 4,311,382 Cost of Sales ( 3,542,890 ) ( 3,456,151 ) Gross profit 1,197,661 855,231 Operating expense General and administrative expenses 3,715,228 5,190,028 Total operating expenses 3,715,228 5,190,028 Operating loss ( 2,517,567 ) ( 4,334,797 ) Other income / (expense) Unrealized (loss) on digital asset investment ( 15,223,891 ) - Unrealized Income from digital assets 5,437,403 - Realized loss on digital assets ( 2,135,357 ) - Impairment of Intangible assets ( 2,507,267 ) - Interest income 165,518 27,621 Interest expense ( 30,106 ) ( 32,169 ) Total other income (expense) ( 14,293,700 ) ( 4,548 ) Income (loss) $ ( 16,811,267 ) $ ( 4,339,345 ) Net (loss) per share: Basic $ ( 0.16 ) $ ( 0.37 ) Fully diluted $ ( 0.16 ) $ ( 0.37 ) Weighted average number of shares Basic 102,635,573 11,623,191 Fully diluted 102,635,573 11,623,191 The accompanying notes are an integral part of these financial statements. F- 4 Table of Contents Tron Inc. Consolidated Statements of Changes in Shareholders’ Equity For the Years Ended December 31, 2025 and 2024 Shares Amount Shares Amount Payable Receivable Capital Deficits Total Preferred Stock Common Stock Common Stock Subscription Additional Paid-In Accumulated Shares Amount Shares Amount Payable Receivable Capital Deficits Total Balance December 31, 2023 - $ - 9,765,500 $ 977 $ 676,000 $ - $ 4,805,117 $ ( 1,357,896 ) $ 4,124,198 - Shares issued under S-3 Registration Statement 3,291,477 329 452,748 2,048,178 2,501,255 Shares payable for Services 16,250 16,250 Shares issued for Services 1,200,000 120 1,260,880 1,261,000 Shares issued for common stock payable 200,000 20 ( 354,000 ) 353,980 - Fair value of Options granted 584,593 584,593 Shares issued for Asset purchase from a related party 1,500,000 150 1,142,850 1,143,000 Net loss - - - ( 4,339,345 ) ( 4,339,345 ) Balance December 31, 2024 - - 15,956,977 1,596 790,998 - 10,195,598 ( 5,697,241 ) 5,290,951 Balance - - 15,956,977 1,596 790,998 - 10,195,598 ( 5,697,241 ) 5,290,951 Exercise of Pre Funded warrants 712,133 71 ( 452,748 ) 452,748 - 71 Common stock issued for investment in Gameverse 500,000 50 - 190,450 - 190,500 Stock issued for services 75,000 8 ( 16,250 ) 44,387 - 28,145 Fair value of Options granted to Directors - - - 460,821 - 460,821 Series A Preferred stock issued in private placement 5,000 - - - - 4,591,392 - 4,591,392 Series A Preferred stock conversion into common stock ( 5,000 ) - 9,518,571 952 - - - 952 Series B preferred shares issued for fair value of tokens received in private placement 100,000 10 - - - 99,674,990 - 99,675,000 Exercise of options for cash - - 1,270,000 127 - 695,880 - 696,007 Exercise of cashless warrants - - 18,802 2 - ( 2 ) - - Waiver of Interest on related party Note - - - - - 41,877 - 41,877 Warrants exercised for Common Stock using cash 8,928,571 893 - 5,802,678 - 5,803,571 Stock options exercised cashless 135,846 13 - ( 13 ) - - Warrant converted for Common Stock using tokens 220,000,000 22,000 - 109,978,000 - 110,000,000 Placement warrants exercised for Common Stock using cash 535,715 54 - 348,161 - 348,215 Advisory warrants exercised for Common Stock - cashless 3,663,798 366 - ( 366 ) - - Black Anthem subscription for Common Stock 18,000,000 ( 18,000,000 ) - Net loss for the year ended 12/31/25 - ( 16,811,267 ) ( 16,811,267 ) Net loss - ( 16,811,267 ) ( 16,811,267 ) Balance December 31, 2025 100,000 $ 10 261,314,913 $ 26,132 $ 18,322,000 $ ( 18,000,000 ) $ 232,476,601 $ ( 22,508,508 ) $ 210,316,235 Balance 100,000 $ 10 261,314,913 $ 26,132 $ 18,322,000 $ ( 18,000,000 ) $ 232,476,601 $ ( 22,508,508 ) $ 210,316,235 The accompanying notes are an integral part of these financial statements. F- 5 Table of Contents Tron Inc. Consolidated Statement of Cash Flows For the Year Ended December 31, 2025 and 2024 (unaudited) 2025 2024 Cash flows from operating activities: Net Income (loss) $ ( 16,811,267 ) $ ( 4,339,345 ) Adjustment to reconcile net loss to operating activities Unrealized loss on digital asset investment 15,223,891 - Unrealized income from staking activities ( 5,437,403 ) - Realized loss on digital assets 2,135,357 Stock based compensation 28,145 1,277,250 Fair value of Officer, Director and Employee options 460,821 584,593 Depreciation and amortization 336,542 116,880 Impairment of intangible asset 2,507,267 - Changes in operating assets and liabilities: Accounts receivable 122,379 ( 87,123 ) Inventory 79,629 ( 476,795 ) Prepaid expenses ( 22,869 ) ( 20,059 ) Accounts payable ( 121,127 ) 137,542 Accrued expenses 79,194 ( 40,066 ) Other assets ( 23,960 ) ( 9,236 ) Net cash provided by (used in) operating activities ( 1,443,401 ) ( 2,856,359 ) Cash flows from investing activities: Cash paid for fixed assets ( 68,820 ) ( 23,264 ) Cash paid for Intangible Assets to Related Party - ( 250,000 ) Cash flows (used in) investing activities ( 68,820 ) ( 273,264 ) Financing activities: Net cash received from Private placement 4,940,559 - Payment on promissory note ( 500,000 ) ( 1,000,000 ) Expenses related to sale of preferred stock ( 325,000 ) - Exercise of warrants for cash 5,803,571 - Exercise of pre-funded warrants 71 - Exercise of stock options for cash 696,007 - Ner cash received from S-3 offering - 2,501,255 Cash (used in) financing activities 10,615,208 1,501,255 Net increase (decrease) in cash and cash equivalents 9,102,987 ( 1,628,368 ) Cash and cash equivalents at the beginning of the period 1,352,373 2,980,741 Cash and cash equivalents at the end of the period $ 10,455,360 $ 1,352,373 SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid for interest $ - $ - Cash paid for income taxes $ - $ - NON_CASH INFORMATION Stock issued for Gameverse shares $ 190,500 $ - Stock issued from Stock Payable – prefunded warrants $ 452,748 $ - Waiver of accrued interest on related party note $ 41,877 $ - Stock issued from Stock Payable $ 16,250 $ - Cashless exercise of warrants $ 16 $ - 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 $ - $ 1,500,000 Series A Preferred Stock conversion to common stock $ 952 $ - Establish Right of Use asset and liability $ 753,564 $ - Common stock issued for intangible assets $ - $ 1,143,000 Black Anthem subscription for common stock $ 18,000,000 $ - Advisory warrants exercised for Common Stock – cashless $ 366 $ - The accompanying notes are an integral part of these financial statements. F- 6 Table of Contents Tron Inc. Notes to Financial Statements For the Years Ended December 31, 2025 and 2024 Note 1 - Organization and Business Operations Tron Inc. (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. The 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. Note 2 - Significant Accounting Policies Basis of Presentation The accompanying 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”). Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Recent Issued Accounting Pronouncements Segment Reporting In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, enhancing segment reporting requirements under ASC 280. This ASU aims to provide investors with more detailed information about a public entity’s reportable segments, including those with a single reportable segment. The Key Provisions include: 1. 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. 3. 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. 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. F- 7 Table of Contents 4. 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. 5. Disclosure of CODM Information: Entities must disclose the title and position of the CODM and explain how the CODM uses the reported measure(s) of segment profit or loss in assessing performance and allocating resources. These amendments are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. The Company adopted the ASU for the year ended December 31, 2024. Accounting for Crypto Assets In 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. The Company adopted ASU 2023-08, effective January 1, 2025. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with a maturity of three months or less when purchased to be cash and equivalents for purposes of the statement of cash flows. There were no cash equivalents as of December 31, 2025 and 2024. Accounts Receivable and Credit Risk Accounts receivable are generated from sales of the Company’s products. The Company provides an allowance for doubtful collections, which is based upon a review of outstanding receivables, historical collection information, and existing economic conditions. For the years ended December 31, 2025 and 2024, the Company did not recognize any allowance for doubtful collections Inventory Inventories 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. Write-downs and write-offs are charged to cost of goods sold. Inventory is based upon the average cost method of accounting. Investments in Non-Marketable Equity Securities Investments 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. Digital Assets Held in Treasury Wallet Set Up by an Affiliate – Treasury Holdings Our 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. Digital 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. Crypto 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. Crypto assets that are subject to restrictions on transfer, such as assets locked in staking arrangements are separately disclosed. F- 8 Table of Contents 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. Gains and losses resulting from changes in fair value are included in Other Income (Loss), net in the statement of operations. The 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. Future sales or exchanges of coins will be accounted for on a first in first out basis (FIFO). Fixed Assets and Other Assets Fixed assets are stated at cost at the date of purchase. Depreciation is calculated using the straight-line method over the lesser of the estimated useful lives of the assets or the lease term. The 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. The 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. Net Loss Per Share of Common Stock Net income (loss) per share of Common Stock is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of Common Stock outstanding during the period. If applicable, diluted earnings per share assume the conversion, exercise or issuance of all Common Stock instruments such as options, warrants, convertible securities and preferred stock, unless the effect is to reduce a loss or increase earnings per share. As such, options, warrants, convertible securities, and preferred stock are not considered in the calculations for the fully diluted shares. Schedule of Net Loss Per Share of Common Stock 2025 2024 Years Ended December 31, 2025 2024 Numerator: Net income (loss) $ ( 16,811,267 ) $ ( 4,339,345 ) Denominator: Denominator for basic earnings per share - Weighted-average of shares of Common Stock issued and outstanding during the period 102,635,573 11,623,191 Denominator for diluted earnings per share 102,635,573 11,623,191 Net income (loss) per share Basic $ ( 0.16 ) $ ( 0.37 ) Diluted $ ( 0.16 ) $ ( 0.37 ) Revenue Recognition SRM Ltd will generate its revenue from the sale of its products directly to the end user (the “customer”). The Company recognizes revenues by applying the following steps in accordance with FASB Accounting Standards Codification 606 “Revenue from Contracts with Customers” (“ASC 606”). Under ASC 606, revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: ● identify the contract with a customer; ● identify the performance obligations in the contract; ● determine the transaction price; ● allocate the transaction price to performance obligations in the contract; and ● recognize revenue as the performance obligation is satisfied. The Company’s performance obligations are satisfied when goods or products are shipped on a FOB shipping point basis as title passes 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. F- 9 Table of Contents TRX Staking The 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. The 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. Foreign Currency Translation Assets and liabilities in foreign currencies are translated using the exchange rate at the balance sheet date, while revenue and expense accounts are translated at the average exchange rates prevailing during the period. Equity accounts are translated at historical exchange rates. Gains and losses from foreign currency transactions and translation for the years ended December 31, 2025 and 2024 and the cumulative translation gains and losses as of December 31, 2025 and 2024 were not material. Stock Based Compensation The Company recognizes compensation costs to employees under FASB Accounting Standards Codification 718 “Compensation - Stock Compensation” (“ASC 718”). Under ASC 718, companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share based compensation arrangements include stock options and warrants. As such, compensation cost is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant. The Company has adopted ASU No. 2018-07 “Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment 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 non-employees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. The Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in a material changes to its financial position. The Company’s policy for recording interest and penalties associated with audits is to record such items as a component of income tax expense. The 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. F- 10 Table of Contents Segment Reporting 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. 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. Related parties The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20 the related parties include a. affiliates of the Company; b. entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of combined financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved; b. 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; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. Note 3 – Inventory At December 31, 2025 and 2024, the Company had inventory consisting of finished goods of $ 704,171 and $ 783,800 , respectively. Note 4 - Accounts Receivable At December 31, 2025 and 2024, the Company had accounts receivable of $ 671,779 and $ 794,158 , respectively. Note 5 – Prepaid Expenses At 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 . Note 6 - Investment in digital assets – held in Treasury Wallet set up by an Affiliate On 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. F- 11 Table of Contents The 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: Schedule of Changes in Carrying Value of Digital Assets Fair Value TRX sTRX Balance, December 31, 2024 $ - $ - Preferred stock sale paid with TRX tokens 100,000,000 - Warrant exercise paid with TRX tokens 110,000,000 - Staking Transactions ( 207,864,661 ) 207,864,661 Unrealized income from staking TRX - 5,437,403 Change in fair value - ( 15,223,891 ) Realized (loss) from TRX to sTRX conversion ( 2,135,357 ) - Other income (loss) 25 ( 25 ) Balance, December 31, 2025 $ 7 $ 198,078,148 The following table presents the Company’s Digital Asset holdings as of December 31, 2025: Schedule of Company’s Digital Asset Holdings Quantity Cost Basis Fair Value TRX tokens 94 $ 29 $ 7 sTRX tokens 549,676,892 207,864,661 198,078,148 $ 207,864,690 $ 198,078,155 As a result of our directors’ affiliations, potential conflicts may arise from the following relationships: ● we 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 ● some of our directors have certain ties with the TRON blockchain ecosystem. For example, Weike Sun is the father of Justin Sun, the founder of TRON. Mr. Liu has been the senior advisor to Tron DAO since 2021. Mr. Yang holds senior positions for Tronscan, the official blockchain explorer for Tron protocol, and ● currently our TRX tokens are “staked” on JustLend, a decentralized finance (DeFi) protocol, in exchange for sTRX tokens. An sTRX token is a derivative token that represents the “staked” TRX tokens, which can automatically generate yield for the token holders. JustLend, despite being a DeFi protocol, may be considered a related party due to its significant dependency on the TRON ecosystem. Note 7 - Investment in Gameverse Interactive Corp On 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. Note 8 – Fixed Assets and Other Assets At 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 2025 2024 Fixed Asset Tooling and Molds $ 125,245 $ 56,425 Computer equipment and software 21,285 21,285 Fixed assets, gross 146,530 77,710 Accumulated depreciation ( 74,653 ) ( 29,431 ) Net fixed assets $ 71,877 $ 48,279 At December 31, 2025 and 2024 other assets consisting primarily of non-depreciable molds totaling $ 67,430 and $ 43,380 , respectively. Note 9 – Intangible Assets and Secured Note – Related Party On September 3, 2024, the Company entered into an Asset Purchase Agreement with Suretone Entertainment, Inc. (“Suretone” or “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”). In consideration for the purchased Assets, the Company paid the Purchase Price which consisted of: (i) payment of $ 250,000 in cash on September 3, 2024; (ii) issuance of 1,500,000 restricted shares of the Company’s common stock, par value $ 0.0001 per share (valued at $ 0.762 per share which, was the market per share value of the Company’s common stock); and (iii) issuance of a secured promissory note 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. The Assets are being amortized over a ten-years. 10 Amortization expense totaled $ 289,300 and $ 96,433 , respectively, for the years ended December 31, 2025 and 2024. As 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. F- 12 Table of Contents Note 10 – Income Tax The 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. During 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). 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. The 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. Note 11 - Capital Structure On 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”). Certain 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. The required consent of at least a majority of the votes allocated to our voting shares was given for each of the actions listed above. Under 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. As such, a Schedule 14C Information Statement was mailed on or about July 23, 2025, by the Board of Directors (the “Board”) of Tron Inc. 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”). The Charter Amendment is effective August 29, 2025. Preferred 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. As 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). During June 2025, the 5,000 shares were converted into 8,928,571 shares of the Company’s common stock. On 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. F- 13 Table of Contents Holders 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. Holders 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. Upon 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. The 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. The issuances of the Series A and B Preferred Stock in the related transactions resulted in a change of control of the Company. Common Stock – As described above, the Company has 1,000,000,000 shares of Common Stock, par value $ 0.0001 authorized. At December 31, 2025 and 2024, the Company had 261,314,913 and 15,956,477 shares, respectively, of its issued and outstanding common stock. Year ended December 31, 2024, issuances included: The Company issued 200,000 shares of the Common Stock Payable at December 31, 2023. The Company entered into Consulting Agreements (the “Agreements”) with four consultants under the terms of which the Company issued 1,200,000 shares of its common stock valued at $ 1,261,000 . The shares were valued at the market rate of the Company’s stock on the date of the Agreements. The 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. The Company issued a total of 3,291,477 shares of its common stock in connection with the Company’s Form S-3 Registration Statement No. 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 . Year ended December 31, 2025, issuances included: The 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. The 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. The 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. The 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. The 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. The Company issued 1,270,000 shares of its common stock for the exercise of stock options. Proceeds from the exercises total $ 696,007 . F- 14 Table of Contents The Company issued 18,802 shares of its common stock for the cashless exercise of warrants and 135,846 shares for the cashless exercise of options. The Company issued 8,928,571 shares of its common stock for the exercise of warrants with proceeds totaling $ 5,803,571 . The 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 . The Company issued 535,715 shares of its common stock for the exercise of placement warrants for cash totaling $ 348,215 . The Company issued 3,663,798 shares of its common stock for the cashless exercise of advisory warrants. Common Stock Payable At December 31, 2023, the Company had $ 676,000 of Common Stock Payable. Activity for the year ended December 31, 2024 included the following: During the year ended December 31, 2024, the Company issued 200,000 shares of the Common Stock Payable valued at $ 354,000 . During 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. During 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. The balance of Common Stock Payable at December 31, 2024 was $ 790,998 . Activity for the year ended December 31, 2025, included the following: During 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. In 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 issued. The balance of Common Stock Payable at December 31, 2025, was $ 18,322,000 . Note 12 – Options and Warrants Options During 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 options. During 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 - $ 0.68 , with five-year 5 term and exercisable immediately. The Company recorded an expense of $ 460,821 in connection with these options. The fair value of these options was measured using the Black-Scholes valuation model at the grant date. The table below sets forth the assumptions for Black-Scholes valuation model on the respective reporting date. Schedule of Fair Value Option Assumption Market Number Price on of Term Exercise Grant Volatility Fair Reporting Date Options (Years) Price Date Percentage Value 02/21/2024 995,000 2.5 $ 1.21 $ 1.21 62.6 % $ 573,548 12/31/2024 25,000 5.0 $ 0.63 $ 0.63 86.4 % $ 11,045 01/07/2025 375,000 2.5 $ 0.68 $ 0.68 75.0 % $ 119,635 5/22/2025 1,650,000 2.5 $ 0.56 $ 0.52 64.5 % $ 341,186 During the year ended December 31, 2025, a total of 1,320,000 shares of common stock were issued in connection with options exercised. Total 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: Schedule of Option Activity Balance, December 31, 2024 1,100,000 Options granted 2,025,000 Options exercised ( 1,320,000 ) Balance, December 31, 2025 1,815,000 F- 15 Table of Contents Warrants On 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. In 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. In 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. On 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. The 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.” During 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. The following table sets forth the Warrant activity for the year ended December 31, 2025: Schedule of Warrant Activity Balance, December 31, 2024 150,000 Exercise of underwriter warrants ( 47,380 ) Cashless exercise of consultant warrants ( 100,000 ) May PIPE Warrants 8,928,571 Placement Warrants 535,714 American Venture Warrants 5,360,000 Exercise of the May PIPE Warrants ( 8,928,571 ) Exercise of Placement Warrants ( 535,714 ) Exercise of American Venture Warrants ( 5,360,000 ) June PIPE Warrants 220,000,000 Exercise of the June PIPE Warrants ( 220,000,000 ) Balance, December 31, 2025 2,620 Note 13 - Segment Reporting The 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. Gross 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. The 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. The digital assets have nominal costs associated with revenue generated through staking. F- 16 Table of Contents The 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 Gross Profit 2025 2024 Revenue from Toy sales $ 4,740,551 $ 4,311,382 Cost of sales 3,542,890 3,456,151 Gross profit 1,197,661 855,231 Income from digital assets Unrealized (loss) on digital asset investments ( 15,223,891 ) - Unrealized income from staking activities 5,437,403 - Realized (loss) from TRX to sTRX conversion ( 2,135,357 ) - Total income (loss) from digital assets ( 11,921,845 ) - Operating (expenses) ( 3,715,758 ) ( 5,190,028 ) Impairment of intangible asset ( 2,507,267 ) Net interest income (expense) 135,411 ( 4,548 ) Net (loss) $ ( 16,811,267 ) $ ( 4,339,345 ) Assets 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 information. Note 14 - Commitments and Contingencies The 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: Schedule of Minimum Annual Lease Payments Primary Period Amount Amount During Renewal Period Amount September 1 to August 31, 2026 $ 262,354 November 1 to October 31, 2029 $ 278,988 September 1 to August 31, 2027 $ 267,601 November 1 to October 31, 2030 $ 284,568 September 1 to August 31, 2028 $ 273,518 September 1 to October 31, 2028 $ 46,498 Under 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 31, 2025. Legal Proceedings The Company may be subject to legal proceedings and claims arising from contracts or other matters from time to time in the ordinary course of business. Management is not aware of any pending or threatened litigation where the ultimate disposition or resolution could have a material adverse effect on its financial position, results of operations or liquidity. Note 15 – Subsequent Events On 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. Pursuant to the SEC comment letters, on August 22, 2025, October 17, 2025, and March 2, 2026, the Company filed amendments to the S-3. In 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. The 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. The Company evaluated subsequent events through the date of this filing and has had no additional material events subsequent to December 31, 2025. F- 17