Tron Inc. 10-Q

Item 1. Financial Statements Tron Inc. Page Consolidated Balance Sheets as of June 30, 2025 (Unaudited) and December 31, 2024 (Audited) F-2 Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2025 and 2024 (Unaudited) F-3 Consolidated Statements of Changes in Shareholders’ Equity (Deficit) for the Three and Six Months Ended June 30, 2025 and 2024 (Unaudited) F-4 Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2025 and 2024 (Unaudited) F-5 Notes to the Financial Statements (Unaudited) F-6 F- 1 Table of Contents Tron Inc. Consolidated Balance Sheets As of June 30, 2025 and December 31, 2024 June 30, December 31, 2025 2024 (Unaudited) (Audited) Assets Cash $ 5,298,142 $ 1,352,373 Account receivable 637,013 794,158 Inventory 731,934 783,800 Prepaid expenses and deposits 318,669 488,746 Investment in Gameverse Interactive Corp 190,500 - Other current assets 119,260 43,380 Total current assets 7,295,518 3,462,457 Intangible assets (net of amortization) – Related Party 2,651,915 2,796,567 Investment in digital assets – Related Party 102,198,840 - Fixed assets, net of depreciation 50,288 48,279 Total assets $ 112,196,561 $ 6,307,303 Liabilities Accounts Payable $ 423,942 $ 263,993 Accrued and other liabilities 327,634 252,359 Secured loan from Related Party - 500,000 Total Liabilities 751,576 1,016,352 Shareholders’ Equity (Deficit) 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, 100,000,000 shares authorized 27,425,983 and 15,956,977 issues and outstanding at June 30, 2025 and December 31, 2024, respectively 2,743 1,596 Additional paid-in capital 115,996,204 10,195,598 Accumulated earnings (deficit) ( 4,875,972 ) ( 5,697,241 ) Common Stock Payable 322,000 790,998 Total Shareholders’ Equity (Deficit) 111,444,985 5,290,951 Total Liabilities and Shareholders’ Equity (Deficit) $ 112,196,561 $ 6,307,303 The accompanying notes are an integral part of these unaudited financial statements. F- 2 Table of Contents Tron Inc. Condensed Consolidated Statements of Operations For the Three and Six Months Ended June 30, 2025 and 2024 (Unaudited) 2025 2024 2025 2024 Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Revenue Sales $ 1,342,929 $ 1,507,927 $ 2,432,563 $ 2,514,284 Cost of Sales 1,050,726 1,183,261 1,873,825 2,026,071 Gross profit 292,203 324,666 558,738 488,213 Operating expense General and administrative expenses 1,036,406 851,142 1,950,316 2,729,695 Total operating expenses 1,036,406 851,142 1,950,316 2,729,695 Operating loss ( 744,203 ) ( 526,476 ) ( 1,391,578 ) ( 2,241,482 ) Other income / (expense) Unrealized gain on digital asset investment 2,154,071 - 2,154,071 - Unrealized Income from staking activities 44,769 - 44,769 - Interest income 19,030 5,505 25,325 10,507 Interest expense ( 5,812 ) - ( 11,318 ) - Total other income (expense) 2,212,058 5,505 2,212,847 10,507 Net income (loss) $ 1,467,855 $ ( 520,971 ) $ 821,269 $ ( 2,230,975 ) Net (loss) per share: Basic $ 0.07 $ ( 0.05 ) $ 0.04 $ ( 0.22 ) Fully diluted $ 0.01 $ ( 0.05 ) $ 0.00 $ ( 0.22 ) Weighted average number of shares Basic 21,574,059 10,187,753 19,413,035 10,126,754 Fully diluted 224,099,059 10,187,753 221,938,035 10,126,754 The accompanying notes are an integral part of these unaudited financial statements. F- 3 Table of Contents Tron Inc. Condensed Consolidated Statements of Changes in Shareholders’ Equity (Deficit) For the Three and Six Ended June 30, 2025 and 2024 Shares Amount Shares Amount Shares Amount Payable Capital Deficits Total Series A Series B Common Additional Preferred Stock Preferred Stock Common Stock Stock Paid-In Accumulated Shares Amount Shares Amount Shares Amount Payable Capital Deficits Total Balance, December 31, 2023 - $ - - $ - 9,765,000 $ 977 $ 676,000 $ 4,805,117 $ ( 1,357,896 ) $ 4,124,198 Common stock issued for stock payable - - - 200,000 20 ( 354,000 ) 353,980 - Common stock issued for services 200,000 20 283,980 284,000 Fair value of Options granted to Employees 573,548 573,548 Exercise of options Exercise of options, shares Exercise of cashless warrants Exercise of cashless warrants, shares Net loss three months ended 03/31/24 - ( 1,710,004 ) ( 1,710,004 ) Balance, March 31, 2024 - - - - 10,165,000 1,017 322,000 6,016,625 ( 3,067,900 ) 3,271,742 Common stock issued for stock payable - - - - - - 154,500 - - 154,500 Common stock issued for stock services 100,000 10 - 149,990 150,000 Net loss three months ended 06/30/24 - - - - - ( 520,971 ) ( 520,971 ) Balance, June 30, 2024 - $ - - $ - 10,265,000 $ 1,027 $ 476,500 $ 6,166,615 $ ( 3,588,871 ) $ 3,055,271 Balance December 31, 2024 - $ - - $ - 15,956,477 $ 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 119,635 - 119,635 Net loss three months ended 03/31/25 - ( 646,586 ) ( 646,586 ) Balance, March 31, 2025 - - - - 17,243,610 1,725 322,000 11,002,818 ( 6,343,827 ) 4,982,716 Balance - - - - 17,243,610 1,725 322,000 11,002,818 ( 6,343,827 ) 4,982,716 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 645,000 64 343,943 344,007 Exercise of cashless warrants 18,802 2 ( 2 ) - Fair value of Options granted to Directors 341,186 341,186 Waiver of interest on related party Note 41,877 41,877 Net income three months ended 06/30/25 - 1,467,855 1,467,855 Net income (loss) 1,467,855 1,467,855 Balance, June 30, 2025 - $ - 100,000 $ 10 27,425,983 $ 2,743 $ 322,000 $ 115,996,204 $ ( 4,875,972 ) $ 111,444,985 Balance - $ - 100,000 $ 10 27,425,983 $ 2,743 $ 322,000 $ 115,996,204 $ ( 4,875,972 ) $ 111,444,985 The accompanying notes are an integral part of these unaudited financial statements. F- 4 Table of Contents Tron Inc. Condensed Consolidated Statement of Cash Flows For the Six Months Ended June 30, 2025 and 2024 (unaudited) 2025 2024 Six Months Ended June 30, 2025 2024 Cash flows from operating activities: Net Income (loss) $ 821,269 $ ( 2,230,975 ) Adjustment to reconcile net loss to operating activities Unrealized gain on digital asset investment ( 2,154,071 ) Unrealized income from staking activities ( 44,769 ) Common stock issued for services 28,145 434,000 Common stock payable - 154,500 Fair value of Officer, Director and Employee options 460,821 573,548 Depreciation and amortization 142,643 7,246 Changes in operating assets and liabilities: Accounts receivable 157,145 ( 17,075 ) Inventory 51,866 ( 430,975 ) Prepaid expenses 170,077 127,268 Accounts payable 159,948 ( 61,052 ) Accrued expenses 117,153 ( 53,403 ) Other assets ( 75,880 ) ( 7,786 ) Net cash provided by (used in) operating activities ( 165,653 ) ( 1,504,704 ) Cash flows from investing activities: Cash paid for fixed assets - ( 23,264 ) Cash flows (used in) investing activities - ( 23,264 ) Financing activities: Private placement 4,592,344 - Payment on promissory note ( 500,000 ) - Expenses related to sale of preferred stock ( 325,000 ) Exercise of pre-funded warrants 71 - Exercise of stock options 344,007 - Cash (used in) financing activities 4,111,422 - Net increase (decrease) in cash and cash equivalents 3,945,769 ( 1,527,968 ) 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 $ 5,298,142 $ 1,452,773 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 $ 2 $ - Fair value of preferred shares issued for digital assets $ 100,000,000 $ - The accompanying notes are an integral part of these unaudited financial statements. F- 5 Table of Contents Tron Inc. Notes to Financial Statements For the Three and Six Months Ended June 30, 2025 and 2024 (Unaudited) 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 (“TRX”) tokens 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. F- 6 Table of Contents 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. 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 June 30, 2025 and December 31, 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 six months ended June 30, 2025 and year ended December 31, 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. F- 7 Table of Contents 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 by an Affiliate – Treasury Holdings Our Digital Assets consist of TRON (“TRX”) tokens, 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. The Company determines the fair value of crypto assets using quoted prices from active markets at the balance sheet date (Level 3 inputs under ASC 820). 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 2024 fully diluted shares. Schedule of Net Loss Per Share of Common Stock 2025 2024 2025 2024 Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Numerator: Net income (loss) $ 1,467,855 $ ( 520,971 ) $ 821,269 $ ( 2,230,975 ) Denominator: Denominator for basic earnings per share - Weighted-average of shares of Common Stock issued and outstanding during the period 21,574,059 10,187,753 19,413,035 10,126,754 Denominator for diluted earnings per share 224,099,059 10,187,753 221,938,035 10,126,754 Net income (loss) per share Basic $ 0.07 $ ( 0.05 ) $ 0.04 $ ( 0.22 ) Diluted $ 0.01 $ ( 0.05 ) $ 0.00 $ ( 0.22 ) Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. F- 8 Table of Contents 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. TRX Staking The Company engages primarily in liquid staking activities with JustLend DAO, whereby it locks its digital assets (TRX tokens) in the JustLend protocol to support network operations and, in return, accrued network rewards. The company received sTRX in return for staking TRX. sTRX represents a tokenized version of TRX (Tron’s native cryptocurrency). These activities do not involve a contract with a customer and therefore are outside the scope of ASC 606, Revenue from Contracts with Customers. The sTRX token does not generate discrete staking rewards. Instead, the economic benefit of staking is reflected through a floating conversion rate between sTRX and TRX, which increases over time based on accrued protocol rewards, penalties, and fees. 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 value attributable to staking activity is considered 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 six months ended June 30, 2025 and the year ended December 31, 2024 and the cumulative translation gains and losses as of June 30, 2025 and December 31 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. F- 9 Table of Contents 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. Segment Reporting The Company operates as a single reportable segment. The Chief Operating Decision Maker (CODM) (our CEO, Richard Miller) reviews the financial performance of the company on a consolidated basis and makes decisions regarding resource allocation at that level. 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. F- 10 Table of Contents Note 3 – Inventory At June 30, 2025 and December 31, 2024, the Company had inventory of finished goods of $ 731,934 and $ 783,800 , respectively. Note 4 - Accounts Receivable At June 30, 2025 and December 31, 2024, the Company had accounts receivable of $ 637,013 and $ 794,158 , respectively Note 5 – Prepaid Expenses At June 30, 2025, the Company had a total of $ 318,669 in prepaid expenses, consisting of deposits on orders of $ 128,769 , prepaid insurance of $ 116,968 and other expenses of $ 72,932 . 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 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 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, which were staked, through an affiliate, in return for 297,543,246 sTRX a liquid staking token, which represents a tokenized version of TRX (TRON’s native cryptocurrency). The following table presents the roll-forward of our digital assets for the six months ended June 30, 2025, based on the fair value model under ASU-2023-98: Schedule of Changes in Carrying Value of Digital Assets Fair Value Balance at December 31, 2024 $ - Receipt of TRX tokens 100,000,000 Change in fair value 2,154,071 Unrealized income from staking TRX 44,769 Balance at June 30, 2025 $ 102,198,840 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, ● 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 Staked TRX (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 DAO is considered a related party due to the significant influence exercised by insiders to the TRON ecosystem who are considered affiliates to the Company. 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 June 30, 2025 and December 31, 2024, the Company had fixed assets totaling $ 50,288 and $ 48,279 , net of accumulated depreciation of $ 44,322 and $ 29,431 , respectively, as follows: Schedule of Fixed Assets Net June 30, December 31, 2025 2024 Asset Tooling and Molds $ 73,325 $ 56,425 Computer equipment and software 21,285 21,285 Fixed assets, gross 94,610 77,710 Accumulated depreciation ( 44,322 ) ( 29,431 ) Net fixed assets $ 50,288 $ 48,279 At June 30, 2025, and December 31, 2024 other assets consisting primarily of non-depreciable molds totaled $ 50,288 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”). Jordan Schur, the owner and Chief Executive Officer of Suretone, is a board member and President of Safety Shot. At June 30, 2025, Safety Shot held 4.5 % of the Company’s common stock. F- 11 Table of Contents 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 $ 144,650 and $ 96,433 , respectively, for the six months ended June 30, 2025 and year ended December 31, 2024. Note 10 - Capital Structure 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 June 30, 2025, there were no shares of Series A Preferred Stock issued and outstanding; however, during May 2025, 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 Note 14 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. 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. The Preferred Stock Shares cannot be voted on an “as converted basis” of more than 19.99 % of the currently outstanding shares of Common Stock until shareholder approval of such voting rights is obtained and becomes effective. 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 issuances of the Series A and B Preferred Stock in the related transactions resulted in a change of control of the Company. Common Stock – The Company has 100,000,000 shares of Common Stock, par value $ 0.0001 authorized. At June 30, 2025 and December 31, 2024, the Company had 27,425,983 and 15,956,977 shares, respectively, of its common stock issued and outstanding 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 (the “Registration”). The shares were issued at a negotiated price which generated net proceeds to the Company of $ 2,501,255 . Six months ended June 30, 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 was included in Common Stock Payable at December 31, 2024. F- 12 Table of Contents The Company issued 500,000 shares of its common stock in connection with a Stock Purchase Agreement with Gameverse, Interactive Corp, 1000 S. Pine Island Suite 210 (“Gameverse”), valued at $ 190,500 (TRON market price at date of purchase) under which the Company received 132,000 share 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 9,518,671 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 645,000 shares of its common stock for the exercise of stock options. Proceeds from the exercises total $ 344,007 . The Company issued 18,892 shares of its common stock for the cashless exercise of warrants. Common Stock Payable At December 31, 2023, the Company had $ 676,000 of Common Stock Payable. Activity for the six months ended June 30, 2024 included the following: During the six months ended June 30, 2024, the Company issued 200,000 shares of the Common Stock Payable valued at $ 354,000 . Additionally, the Company entered into a Consulting Agreement that called for the issuance of 100,000 shares valued at $ 154,500 (calculated using the market rate per share on date of the Agreement) which shares had not been issued at June 30, 2024. The balance of Common Stock Payable at June 30, 2024 was $ 476,500 . The balance of Common Stock Payable at December 31, 2024 was $ 790,998 . Activity for the six months ended June 30, 2025, included the following: During the six months ended June 30, 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 Consulting Agreement were issued and were valued at $ 16,250 . At June 30, 2025, there was a balance of $ 322,000 in Common Stock Payable. The balance of Common Stock Payable at June 30, 2025, was $ 322,000 . Note 11 – Options During the year ended December 31, 2024, the Company granted a total of 995,000 options to Officers, Directors and Employees with an exercise price of $ 1.21 , a five-year 5 term and are 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 six months ended June 30, 2025, the Company granted a total of 2,025,000 options to the Directors with an exercise price of $ 0.56 - $ 0.68 , a five-year 5 term and are exercisable immediately. The Company recorded an expense of $ 460,821 in connection with these options. F- 13 Table of Contents 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 six months ended June 30, 2025, a total of 645,000 shares of common stock were issued in connection with options exercised. Total proceeds from the exercises were $ 341,186 . Note 12 - 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. The following table presents segment revenue and segment gross profit reviewed by the CODM: Schedule of Segment Revenue and Segment Gross Profit June 30, June 30 2025 2024 Revenue from Toy sales $ 2,432,563 $ 2,514,284 Cost of sales 1,873,825 2,026,071 Gross profit 558,738 488,213 Income from digital assets Unrealized Gain on digital asset investments 2,154,071 - Unrealized income from staking activities 44,769 - Total income from digital assets 2,198,840 - Operating (expenses) ( 1,950,316 ) ( 2,729,695 ) Net interest income 14,007 10,507 Net Income (loss) $ 821,269 $ ( 2,230,975 ) Note 13 - Commitments and Contingencies 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 14 – Subsequent Events Subsequent to June 30, 2025, and through the filing of this 10-Q, a total of 5,678,000 warrants were exercised with total proceeds to the Company of $ 3,690,700 . 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. 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”). See footnote 10 Capital Structure - Preferred Stock. Certain of our stockholders, holding a majority of our voting power on June 15, 2025, approved the Change of Control and 20 % Issuance and the Charter Amendment by the 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 being 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 14, 2025. The Company evaluated subsequent events through the date of this filing and has had no additional material events subsequent to June 30, 2025. F- 14 Table of Contents