THUMZUP MEDIA Corp

September 30, 2025

Note 1 -Business Organization and Nature of Operations

Thumzup Media Corporation (“Thumzup” or the “Company”) was incorporated on October 27, 2020, under the laws of the State of Nevada, and its headquarters is located in Los Angeles, California. The Company’s primary business is software as a service provider dedicated to connecting businesses with consumers and allowing the business to incentivize consumers to post about their experience on social media. Thumzup’s mission is to democratize social media marketing by connecting advertisers with non-professional people, who can be paid for their posts about products and services they love through its technology which utilizes a proprietary mobile app (“App”). The App generates scalable word-of-mouth product posts and recommendations for advertisers on social media and is designed to connect advertisers with individuals who are willing to promote their products online.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Our unaudited condensed consolidated financial statements include the accounts of xBitcoin, LLC, Quantum Reach Corporation, and Thumzup, Inc., our wholly owned subsidiaries. All intercompany transactions were eliminated during consolidation.

The Company is an “emerging growth company” as that term is used in the Jumpstart our Business Startups Act of 2012, and as such, has elected to comply with certain reduced public company reporting requirements.

Note 2 –Summary of Significant Accounting Policies

Basis of Presentation - Unaudited Interim Financial Information

The accompanying unaudited condensed consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) with respect to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited condensed consolidated financial statements reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year.

Certain information and disclosures normally included in the notes to the annual financial statements have been condensed, consolidated or omitted from these interim unaudited condensed consolidated financial statements. Accordingly, these interim unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC on March 11, 2025, as amended on Form 10-K/A filed with the SEC on April 30, 2025 (as amended, the “Annual Report”). The December 31, 2024, balance sheet is derived from those financial statements.

Use of Estimates

The Company prepares its financial statements in accordance with U.S. GAAP, which requires management to use its judgment to make estimates and assumptions that affect the reported amounts of assets and liabilities and related disclosures at the date of the financial statements and the reported amounts of expenses during the reported period. These assumptions and estimates could have a material effect on the financial statements. Actual results may differ materially from those estimates. The Company’s management periodically reviews estimates on an ongoing basis based on information currently available, and changes in facts and circumstances may cause the Company to revise these estimates. Significant estimates include estimates used in the valuation allowance related to deferred tax assets. Actual results may differ from these estimates.

Cash and Cash Equivalents

Cash and cash equivalents include all cash on hand, demand deposits and short-term investments with original maturities of three months or less when purchased.

As of September 30, 2025 and December 31, 2024, the Company’s cash and cash equivalents consisted of $44,080,451 and $4,680,840, respectively. The Company maintains its cash in banks insured by the Federal Deposit Insurance Corporation (“FDIC”) in accounts that at times may be in excess of the federally insured limit of $250,000 per bank. The Company minimizes this risk by placing its cash deposits with major financial institutions. At September 30, 2025 and December 31, 2024, the uninsured balances amounted to $43,082,998 and $3,772,766, respectively. There is a risk the Company may lose uninsured balances over the FDIC insurance limit.

Digital Assets

The Company accounts for its digital assets, which are comprised solely of and dogecoin, as indefinite-lived intangible assets in accordance with Accounting Standards Codification (“ASC”) 350,Intangibles—Goodwill and Other. The Company has ownership of and control over its bitcoin and uses third-party custodial services to store its bitcoin. The Company’s digital assets are initially recorded at cost. Subsequently, they are measured at cost, net of any impairment losses incurred since acquisition.

The Company determines the fair value of its bitcoin and dogecoin on a nonrecurring basis in accordance with ASC 820,Fair Value Measurement, based on quoted (unadjusted) prices on the Coinbase exchange, the active exchange that the Company has determined is its principal market for bitcoin and dogecoin (Level 1 inputs). The Company performs an analysis each quarter to identify whether events or changes in circumstances, principally decreases in the quoted (unadjusted) prices on the active exchange, indicate that it is more likely than not that any of the assets are impaired. In determining if an impairment has occurred, the Company considers the lowest price of one bitcoin and dogecoin quoted on the active exchange at any time since acquiring the specific bitcoin and dogecoin held by the Company. If the carrying value of a bitcoin and dogecoin exceeds that lowest price, an impairment loss has occurred with respect to that bitcoin in the amount equal to the difference between its carrying value and such lowest price.

Impairment losses are recognized in the period in which the impairment occurs and are reflected within “impairment of intangible assets (cryptocurrencies)” in the Company’s condensed consolidated statements of operations. The impaired digital assets are written down to their fair value at the time of impairment and this new cost basis will not be adjusted upward for any subsequent increase in fair value. Gains (if any) are not recorded until realized upon sale, at which point they are presented net of any impairment losses in the Company’s condensed consolidated statements of operations. In determining the gain to be recognized upon sale, the Company calculates the difference between the sales price and carrying value of the specific bitcoins and dogecoins sold immediately prior to sale.

See Note 3, Digital Assets, to the financial statements for further information regarding the Company’s purchases of digital assets.

Prepaid Expenses

As of September 30, 2025 and December 31, 2024, the Company had $600,569 and $141,300 in prepaid expenses, respectively. The Company’s prepaid expenses as of September 30, 2025 and December 31, 2024 primarily consisted of premiums on insurance policies.

Property and Equipment

Property and equipment, which consists of computer equipment, is recorded at cost and depreciated using the straight-line method over the estimated useful lives. Ordinary repair and maintenance costs are included in general and administrative expenses on our statement of operations. However, expenditures for additions or improvements that significantly extend the useful life of the asset are capitalized in the period incurred. At the time assets are sold or disposed of, the cost and accumulated depreciation are removed from their respective accounts and the related gains or losses are reflected in the condensed consolidated statements of operations in gains from sales of property and equipment, net.

The estimated useful life for computer equipment isthree years. The Company evaluates the appropriateness of remaining depreciable lives assigned to computer equipment at the end of each fiscal year. Depreciation expense for the three months ended September 30, 2025 and 2024 was $1,254 and $701, respectively. Depreciation expense for the nine months ended September 30, 2025 and 2024 was $3,575 and $2,426, respectively.

Capitalized Software Development Costs

We capitalize certain costs related to the development and enhancement of the Thumzup platform. In accordance with authoritative guidance, including ASC 350-40, we began to capitalize these costs when the technological feasibility was established and preliminary development efforts were successfully completed, management has authorized and committed project funding, and it was probable that the project would be completed and the software would be used as intended. Such costs are amortized when placed in service, on a straight-line basis over the estimated useful life of the related asset, generally estimated to be three years. Costs incurred prior to meeting these criteria together with costs incurred for training and maintenance are expensed as incurred and recorded in product development expenses on our condensed consolidated statements of operations. Costs incurred for enhancements that were expected to result in additional features or functionality that would generate additional revenue are capitalized and expensed over the estimated useful life of the enhancements, generally three years. The Company does not capitalize any testing or maintenance costs. The accounting for these capitalized software costs requires the Company to make significant judgments, assumptions and estimates related to the timing and amount of recognized capitalized software development costs. For the nine months ended September 30, 2025 and 2024, the Company capitalized $259,869 and $175,770 of costs related to the development of software applications, respectively. Amortization of capitalized software costs was $47,744 and $26,644 for the three months ended September 30, 2025 and 2024, respectively. Amortization of capitalized software costs were $121,761 and $65,082 for the nine months ended September 30, 2025,and 2024, respectively. The balance of capitalized software was $386,745 and $248,627, net of accumulated amortization of $242,467 and $120,716 at September 30, 2025 and December 31, 2024, respectively.

The Company evaluates its capitalized software costs for impairment annually, at year-end. As of December 31, 2024, the Company determinedno impairment of its capitalized software costs was warranted.

Notes Receivable

Notes receivable consist of a secured promissory note issued by Dogehash Technologies, Inc. (“Dogehash”) and USDE Acquisition, Inc. The notes receivable amounted to $2,500,000 and $0 as of September 30, 2025 and December 31, 2024, respectively. The Company reviews its notes receivable on a regular basis to determine if any allowance is necessary. The allowance is based on management’s best estimate of specific losses on individual exposures, as well as a provision on historical trends of collections and utilizations. The allowance for credit losses of notes receivable has been nil. See Note 4, Notes Receivable, to the financial statements for further information.

Revenue Recognition

The Company recognizes revenue when services are realized.

The Company’s revenues are accounted for under ASC Topic 606, “Revenue From Contracts With Customers” (“ASC 606”). The fees are generally fixed at the point of sale and all consideration from contracts is included in the transaction price. The Company’s contracts do not include multiple performance obligations or material variable consideration.

In accordance with ASC 606, the Company recognizes revenue upon the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company recognizes revenue in accordance with that core principle by applying the following:

The Company derives its revenue principally from service fees paid by the client for the use of our platform in connection with our advertising technology platform which incentivizes users to leave reviews of our clients. The Company’s sole performance obligation in the transaction is to connect clients with end-users to facilitate the completion of a successful review on the user’s social media accounts.

Judgment is required in evaluating the presentation of revenue on a gross versus net basis based on whether the Company controls the service provided to the end-user and is the principal in the transaction (gross), or the Company arranges for other parties to provide the service to the end-user and is the agent in the transaction (net). The Company has concluded that it is the agent in its current transactions as it arranges for users to provide the service to the clients and the users post reviews on social media accounts controlled by the users. The assessment of whether the Company is considered the principal or the agent in a transaction could impact the accounting for these transactions and change the timing and amount of revenue recognized. The percentage fee the Company charges is not variable.

Cost of Goods Sold

The Company classifies its credit card transaction fees as cost of goods sold.

Client Deposits

Thumzup’s clients generally prepay to utilize the Company’s technology platform. All client deposits for services are recorded as a client deposit liability upon receipt. Upon a user leaving a qualified review for the client, as defined in Thumzup’s Mobile Terms and Conditions, the Company transfers the fee payable to the user to a user account balances liability account and realizes the fees payable to the Company as revenue. The Company holds all client deposits and user account balances in cash or cash-equivalents, including money market accounts.

Income Taxes

The Company utilizes the asset and liability approach to measure deferred tax assets and liabilities based on temporary differences existing at each balance sheet date using currently enacted tax rates in accordance with ASC 740. ASC 740 considers the differences between financial statement treatment and tax treatment of certain transactions. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rate is recognized as income or expense in the period that includes the enactment date of that rate.

The Company hasno tax positions as of September 30, 2025 and December 31, 2024 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.

The Company recognizes any interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. For the three and nine months ending September 30, 2025 and 2024, the Company recognizedno interest and penalties.

Share-based Compensation

The Company maintains its 2024 Equity Incentive Plan and 2025 Equity Incentive Plan (collectively, the “Equity Plans”), under which, the Company’s employees, officers, directors, and other eligible participants may be and have been awarded various types of share-based compensation, including options to purchase shares of the Company’s common stock, restricted stock units, and other stock-based awards. Additionally, under the Equity Plans, awards may be and have been granted that are subject to the achievement of one or more performance measures established by the Company’s board of directors or a duly authorized committee thereof.

For options and other stock-based awards, the share-based compensation expense is based on the fair value of the awards on the date of grant, as estimated using the Black-Scholes valuation model. For restricted stock units, the share-based compensation expense is based on the fair value of the Company’s common stock on the date of grant. The fair value of liability-classified awards (e.g., the other stock-based awards and cash-settled restricted stock units) is remeasured at each reporting date.

The Company recognizes share-based compensation expense for service-conditioned awards granted under the Equity Plans on a straight-line basis over the requisite service period (generally, the vesting period for service-conditioned awards under the Equity Plans).

See Note 8, Stock Options, to the financial statements for further information regarding the Equity Plans, related share-based compensation expense, and assumptions used in determining fair value.

Treasury Stock

On February 26, 2025, the Company’s board of directors approved a share repurchase program authorizing the Company to purchase up to an aggregate of $1 million of the Company’s common stock. Subject to applicable rules and regulations, the shares may be purchased from time to time in the open market or in privately negotiated transactions. Such purchases will be at times and in amounts as the Company deems appropriate, based on factors such as market conditions, legal requirements and other business considerations.

On September 23, 2025, the Company’s board of directors approved a share repurchase program authorizing the Company to purchase up to an aggregate of $10 million of the Company’s common stock. Subject to applicable rules and regulations, the shares may be purchased from time to time in the open market. Such purchases will be at times and in amounts as the Company deems appropriate, based on factors such as market conditions, cash reserves, cash flows and other business considerations.

The Company accounts for treasury stock at cost.

During the three and nine months ended September 30, 2025, the Company repurchased 183,055 and 262,432 shares of common stock for approximately $959,213 and $1,257,420, respectively, under its share repurchase program.

As of September 30, 2025 and December 31, 2024, the Company had $1,257,420 and $0 in treasury stock, respectively.

Net Earnings (Loss) Per Common Share

The Company computes earnings (loss) per share under ASC subtopic 260-10, Earnings Per Share. Net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods, as applicable.

The computation of basic and diluted income (loss) per share, for the three and nine months ended September 30, 2025 and 2024, excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price of the common stock during the period.

Potentially dilutive securities excluded from the computation of basic and diluted net loss per share are as follows:

Recent Accounting Pronouncements

Crypto Assets

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2023-08,Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”). ASU 2023-08 requires in-scope crypto assets (including the Company’s bitcoin and dogecoin holdings) to be measured at fair value in the statement of financial position, with gains and losses from changes in the fair value of such crypto assets recognized in net income each reporting period. ASU 2023-08 also requires certain interim and annual disclosures for crypto assets within the scope of the standard. The Company adopted this guidance effective January 1, 2025, on a prospective basis.

The Company expects the adoption of ASU 2023-08 will have a material impact on its condensed consolidated balance sheets, condensed consolidated statements of operations, statements of cash flows and disclosures. The Company will initially record its bitcoin and dogecoin purchases at cost, upon adopting ASU 2023-08, any subsequent increases or decreases in fair value will be recognized as incurred in the Company’s condensed consolidated statements of operations, and the fair value of the Company’s bitcoin and dogecoin will be reflected within the Company’s condensed consolidated balance sheets each reporting period-end. Additionally, the Company will provide quantitative and qualitative disclosures to meet the new requirements under ASU 2023-08, including a roll-forward of its bitcoin and dogecoin holdings during the reporting period and period-end cost basis, fair value, number of units held, and restrictions.

The U.S. enacted the Inflation Reduction Act of 2022 (“IRA”) in August 2022. Among other things, unless an exemption by statute or regulation applies, a provision of the IRA imposes a 15% corporate alternative minimum tax (“CAMT”) on a corporation with respect to an initial tax year and subsequent tax years, if the average annual adjusted financial statement income for any consecutive three-tax-year period preceding the initial tax year exceeds $1 billion. On September 12, 2024, the Department of Treasury and the Internal Revenue Service issued proposed regulations with respect to the application of the CAMT. For purposes of calculating the adjusted financial statement income, the Company will be required to ratably allocate from 2025 through 2028 the increase to the Company’s retained earnings. When determining whether the Company is subject to CAMT and when calculating any related tax liability for an applicable tax year, the proposed regulations provide that, among other adjustments, the Company’s adjusted financial statement income must include this ratable amount in addition to any unrealized gains or losses reported in the applicable tax year. Accordingly, as a result of the enactment of the IRA and the Company’s adoption of ASU 2023-08 on January 1, 2025, unless the IRA is amended or the proposed regulations, when finalized, are revised to provide relief (or other interim relief is granted), the Company could become subject to CAMT in the tax years 2026 and beyond. If the Company becomes subject to the CAMT, it could result in a material tax obligation that the Company would need to satisfy in cash, which could materially affect its financial results, including its earnings and cash flow, and its financial condition.

Income Taxes

In December 2023, the FASB issued Accounting Standards Update No. 2023-09,Income Taxes (Topic 740): Improvements to Income Tax Disclosures(“ASU 2023-09”). ASU 2023-09 requires enhanced disclosures surrounding income taxes, particularly related to rate reconciliation and income taxes paid information. In particular, on an annual basis, companies will be required to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. Companies will also be required to disclose, on an annual basis, the amount of income taxes paid, disaggregated by federal, state, and foreign taxes, and also disaggregated by individual jurisdictions above a quantitative threshold. The standard is effective for the Company for annual periods beginning January 1, 2025, on a prospective basis, with retrospective application permitted for all prior periods presented. The Company will adopt ASU 2023-09 for the annual period ending December 31, 2025, and is currently evaluating the impact of this guidance on its disclosures.

Segment Reporting

In November 2023, the FASB issued Accounting Standards Update No. 2023-07,Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 requires enhanced disclosures surrounding reportable segments, particularly (i) significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included in the reported measure(s) of a segment’s profit and loss and (ii) other segment items that reconcile segment revenue and significant expenses to the reported measure(s) of a segment’s profit and loss, both on an annual and interim basis. Companies are also required to provide all annual disclosures currently required under Topic 280 in interim periods, in addition to disclosing the title and position of the CODM and how the CODM uses the reported measure(s) of segment profit and loss in assessing segment performance and allocating resources. The Company adopted ASU 2023-07 for interim periods beginning January 1, 2025 and it did not have a material impact on the Company’s financial reporting or disclosures.

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued Accounting Standards Update No. 2024-03,Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40)(“ASU 2024-03”). ASU 2024-03 requires specified information about certain costs and expenses be disclosed in the notes to the financial statements, including the expense caption on the face of the income statement in which they are disclosed, in addition to a qualitative description of remaining amounts not separately disaggregated. Entities will also be required to disclose their definition of “selling expenses” and the total amount in each annual period. The standard is effective for the Company for annual periods beginning January 1, 2027, and for interim periods beginning January 1, 2028, with updates applied either prospectively or retrospectively. Early adoption is permitted. The Company is currently evaluating the impact of this guidance on its disclosures.

There are other various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

Note 3 –Digital Assets

The following table summarizes the Company’s digital asset holdings, as of:

The carrying value on the Company’s condensed consolidated balance sheets at each period-end represents the lowest fair value (based on Level 1 inputs in the fair value hierarchy) of the bitcoins at any time since their acquisition. Therefore, these fair value measurements were made during the period from their acquisition through September 30, 2025, and December 31, 2024, respectively, and not as of September 30, 2025, or December 31, 2024, respectively.

The following table summarizes the Company’s digital asset purchases, digital asset sales, digital asset impairment losses, and gains on sale of digital assets for the periods indicated:

**Note 4 –Notes Receivable **

On September 24, 2025, the Company loaned $2.5 million to Dogehash (the “Loan”) which was evidenced by a secured promissory note (the “Note”) issued by Dogehash and USDE Acquisition, Inc., a wholly-owned subsidiary of Dogehash (“USDE” and together with Dogehash, the “Maker”), in favor of the Company. The Loan accrues interest at a rate of 8% per annum and matures upon the earlier of: (i) September 22, 2026, (ii) the date the Maker (or any successor in interest of the Maker) consummates the Subsequent Transaction (as defined herein), or (iii) the Agreement and Plan of Merger dated as of August 18, 2025 by and among the Company, TZUP Merger Sub., Inc., a direct, wholly-owned subsidiary of the Company, and Dogehash (the “Purchase Agreement”) is terminated pursuant to its terms. “Subsequent Transaction” means the closing of the acquisition of Maker by the Company pursuant to the Purchase Agreement. The obligations of the Maker under the Note are secured by Collateral (as defined in the Security Agreement (as defined herein)).

In connection with the Loan, on September 24, 2025, the Company entered into a security agreement (the “Security Agreement”) with the Maker pursuant to which, among other things, the Maker granted the Company a first priority lien and security interest in the Collateral including profits interest. In addition, on September 24, 2025, the Company entered into a subordination agreement (the “Subordination Agreement”) with a secured lender (together with its representatives, successors, and assigns, “Secured Lender”) and Dogehash pursuant to which each of the Secured Lender and Dogehash (together with all of its current and future, direct and/or indirect, wholly-owned and/or partially-owned subsidiaries and their respective successors and assigns, the “Debtor”) agreed that any security interest of the Secured Lender (and any other lender that may have a security interest in the assets of the Debtor, if any) in the assets of the Debtor will be subordinated to the senior security interest granted to Company with respect to the Collateral.

During the nine months ended September 30, 2025, the Company utilized $2,500,000 cash to purchase the Note. During the three and nine months ended September 30, 2025, there were interest expenses of $2,778. As of September 30, 2025, there was principal and interest receivable balances of $2,500,000 and $2,778, respectively.

Note 5 –Credit Facilities

On May 12, 2025, the Company entered into that certain Master Loan Agreement (the “MLA”) with Coinbase Credit, Inc. (“Coinbase”) and Coinbase, Inc., pursuant to which the Company and Coinbase may enter into transactions (each such transaction, a “Loan”) in which Coinbase will lend to the Company certain Digital Assets or Cash against a transfer of Collateral (each as defined in the MLA). Pursuant to the MLA, the Company and Coinbase shall agree on the terms of the Loan, and Coinbase shall confirm such Loan by sending a confirmation to the Company. Unless otherwise agreed, the Company will transfer to Coinbase the Collateral with a market value at least equal to the margin percentage of the market value of the Loaned Asset (as defined in the MLA). During the nine months ended September 30, 2025, the Company received $500,000 in proceeds under the MLA. During the three and nine months ended September 30, 2025, there were interest expenses of $10,907 and $21,814, respectively. The Company made $18,099 in interest payments during the nine months ended September 30, 2025. The borrowings under the Loan are collateralized by approximately $1.35 million in bitcoin as of September 30, 2025. As of September 30, 2025, there was principal and accrued interest balances of $500,000 and $3,716, respectively.

Note 6 –Shareholders’ Equity

Preferred Stock

The Company is authorized to issue 25,000,000 shares of preferred stock, par value $0.001 per share.

Series A Preferred Stock

Starting on September 21, 2022, the Company entered into securities purchase agreements with four accredited investors, pursuant to which the Company sold an aggregate of 16,446 shares of its Series A Preferred Convertible Voting Stock (the “Series A Preferred”) at a price of $45.00 per preferred share and received aggregate gross proceeds of approximately $740,000.

On September 21, 2022, the Company filed a Certificate of Designation of Rights, Powers, Preferences, Privileges and Restrictions of Series A Preferred Convertible Voting Stock with the Secretary of State of the State of Nevada designating 1,000,000 shares of its preferred stock as Series A Preferred. On September 26, 2022, the Company filed an Amended and Restated Certificate of Designation of Rights, Powers, Preferences, Privileges and Restrictions of Series A Preferred Convertible Voting Stock with the Secretary of State of Nevada (as amended and restated, the “Series A Certificate of Designation”).

Pursuant to the Series A Certificate of Designation, each holder of the Series A Preferred has the right, at any time and from time to time, at the shareholder’s option to convert any or all of such holder’s shares of Series A Preferred into shares of common stock. Each share of Series A Preferred is initially convertible into 15 shares of common stock at a reference rate of $3.00 per share of common stock (the “Series A Reference Rate”), subject to adjustments set forth in the Series A Certificate of Designation.

The holders of Series A Preferred are entitled to receive dividends, in cash or in-kind at the Company’s election, in an amount equal to $0.875 per share per quarter. If paid in kind, the dividend shall be in shares of Series A Preferred (the “Dividend Shares”) valued at the $45.00 per share of Series A Preferred (the “Purchase Price”) unless the closing price of the common stock on the Trading Day (as defined in the Series A Certificate of Designation) prior to the issuance of the dividend is below the Series A Reference Rate, in which case the Dividend Shares shall be valued at the Purchase Price adjusted pursuant to the formula set forth in Section 3 of the Series A Certificate of Designation.

On March 15, 2025, the Company issued 2,982 Dividend Shares.

On April 25, 2025, the Company issued 12,105 shares of common stock in connection with the conversion of 807 shares of Series A Preferred.

On June 15, 2025, the Company issued 3,046 Dividend Shares to the holders of the Series A Preferred.

On August 6, 2025, the Company issued 49,332 shares of common stock in connection with the conversion of 3,289 shares of Series A Preferred.

On September 15, 2025, the Company issued 3,085 Dividend Shares to the holders of the Series A Preferred.

As September 30, 2025 and December 31, 2024, the Company had 158,428 and 153,411 shares of Series A Preferred issued and outstanding, respectively.

Series B Preferred Stock

On March 5, 2024, the Company filed a Certificate of Designation (the “Series B Certificate of Designation”) with the Secretary of State of Nevada designating 40,000 shares of preferred stock as Series B Preferred (“Series B Preferred”).

From March 14, 2024 to March 28, 2024, the Company entered into securities purchase agreements with accredited investors, pursuant to which the Company issued an aggregate of 3,800 shares of Series B Preferred for aggregate cash proceeds of $190,000.

Pursuant to the Series B Certificate of Designation, each holder Series B Preferred has the right, at any time and from time to time, at the shareholder’s option to convert any or all of such holder’s shares of Series B Preferred into shares of common stock. Each share of Series B Preferred is initially convertible into 10 shares of common stock at a reference rate of $5.00 per share of common stock, subject to adjustments to set forth in the Series B Certificate of Designation.

Upon the Company’s up-listing to The Nasdaq Capital Market (“Nasdaq”), the Series B Preferred became convertible at $4.00 per share and the downside price protections were eliminated. On March 29, 2025, certain call protection provisions in the Series B Preferred went into effect, providing that if thecommon stock trades at a 100% premium to the conversion price of the Series B Preferred for 10 days or more, the Company can force the conversion of the Series B Preferred into shares of common stock.

The holders of Series B Preferred are entitled to receive dividends, in cash or in-kind at the Company’s election, in an amount equal to $1.25 per share per quarter. If paid in kind, the number of shares of common stock issued for the dividend shall be equal to the quotient of the dividend payable divided by the volume weighted average price on the dividend date.

On February 25, 2025, a holder converted 400 shares of Series B Preferred into 5,000 shares of common stock.

On March 15, 2025, the Company issued 5,293 shares of common stock as a dividend for the Series B Preferred.

On April 24, 2025, a holder converted 1,000 shares of Series B Preferred into 12,500 shares of common stock.

On May 29, 2025, the automatic conversion provision of the Series B Preferred was triggered, which resulted in the automatic conversion of 13,700 shares of Series B Preferred into 171,250 shares of common stock.

On June 15, 2025, the Company issued 176 shares of common stock as a dividend for the Series B Preferred.

On July 17, 2025, a holder converted 1,000 shares of Series B Preferred into 12,500 shares of common stock.

As of September 30, 2025 and December 31, 2024, the Company had 0 and 16,100 shares of Series B Preferred issued and outstanding, respectively.

On July 18, 2025, the Company filed a Withdrawal of Designation (the “Withdrawal of Designation”) with the Secretary of State of the State of Nevada and terminated the designation of the Series B Preferred which was effectuated on November 14, 2025. At the time of the filing of the Withdrawal of Designation, no shares of Series B Preferred remained issued and outstanding. The Withdrawal of Designation became effective upon filing and eliminated from the Articles of Incorporation all matters as set forth in the Certificate of Designation of Rights, Powers, Preferences, Privileges and Restrictions of Series B Preferred Convertible Voting Stock.

Series C Preferred Stock

On June 17, 2025, the Company filed a Certificate of Designation (the “Series C Certificate of Designation”) with the Secretary of State of Nevada designating 200,000 shares of preferred stock as Series C Preferred Stock (“Series C Preferred” or “Series C”).

On June 30, 2025, the Company filed an amendment to the Series C Certificate of Designation which provides that except as otherwise required by the Nevada Revised Statutes, the holders of Series C shall have no voting rights with respect to such shares.

The Series C is functionally the same as our common stock except for the inclusion of either, at the election of the holder, a 4.99% or 9.99% beneficial ownership equity blocker and a liquidation preference in the event of a Liquidation Event (as defined in the Series C Certificate of Designation) so that before any amount shall be paid to the holders of any of shares of junior stock, the holders of the Series C shall receive an amount per Series C equal to the amount per share such holder would receive if such holder converted such Series C into common stock immediately prior to the date of such payment.

*General.*The Series C Certificate of Designation authorizes 200,000 shares of Series C, par value of $0.001. Each share of Series C has a stated value of $60.00. Each share of Series C is convertible into 10 shares of the Company’s common stock, subject to certain adjustments. The initial Series C conversion price is $6.00 per share of common stock.

Exchange Listing. There is no trading market available for the Series C. The Company does not intend to list or quote the Series C on any securities exchange or nationally recognized trading system.

*Ranking.*The Series C ranks junior to the Company’s Series A Preferred and Series B Preferred, but ranks senior to the Company’s common stock and any preferred stock issued after the Series C. In the event of the merger or consolidation of the Company with or into another entity, the Series C shall maintain its relative rights, powers, designations, privileges and preferences provided for in the Series C Certificate of Designation. In the event of a liquidation of the Company, the holders of Series C will share in the distribution of the Company’s net assets on an as-converted basis.

*Voting.*Except as otherwise required by the Nevada Revised Statutes, the holders of Series C shall have no voting rights with respect to such shares.

As September 30, 2025 and December 31, 2024, the Company had 0 and 0 shares of Series C Preferred issued and outstanding, respectively.

On July 8, 2025, in connection with the offering of Series C Preferred, the Company sold an aggregate of 108,333 shares of Series C Preferred , convertible into an aggregate of 1,083,333 shares of common stock, at $60.00 per share (each share of Series C is convertible into 10 shares of common stock) on a best-efforts basis for aggregate gross proceeds of $6,499,980 prior to deducting placement agent fees and offering expenses payable by the Company (“Series C Offering”). The net proceeds to the Company from the Series C Offering was approximately $6.0 million after deducting placement agent fees and offering expenses payable by the Company. There is currently no established public market for the Series C Preferred. The Series C Preferred contained a beneficial ownership limitation, pursuant to which a holder could not convert the Series C Preferred into common stock to the extent that, after such conversion, the holder (together with its affiliates) would beneficially own more than either 4.99% or 9.99% of the Company’s outstanding common stock, as initially elected by the holder.

From July 8, 2024 to August 25, 2025, the Company issued an aggregate of 1,083,334 common shares upon the conversion of an aggregate of 108,333 shares of Series C Preferred.

On September 12, 2025, the Company filed the Withdrawal of Designation with the Secretary of State of the State of Nevada and terminated the designation of the Series C Preferred. At the time of the filing of the Withdrawal of Designation, no shares of Series C Preferred remained issued and outstanding. The Withdrawal of Designation became effective upon filing and eliminated from the Articles of Incorporation all matters as set forth in the Certificate of Designation of Rights, Powers, Preferences, Privileges and Restrictions of Series C Preferred Convertible Voting Stock.

Common Stock

The Company is authorized to issue 250,000,000 shares of common stock, par value $0.001 per share.

During the nine months ended September 30, 2025, the Company issued 738,361 shares of common stock with a fair market value of $8,508,996 for services rendered and to be rendered to the Company.

During the nine months ended September 30, 2025, the Company issued 201,250 shares of common stock upon the conversion of 16,100 shares of Series B Preferred.

During the nine months ended September 30, 2025, the Company issued 5,469 shares of common stock with a value of $20,900 as a dividend for the Series B Preferred.

During the nine months ended September 30, 2025, the Company issued 61,437 shares of common stock upon the conversion of 4,096 shares of Series A Preferred.

During the nine months ended September 30, 2025, the Company issued 1,083,334 shares of common stock upon the conversion of 108,333 shares of Series C Preferred.

During the nine months ended September 30, 2025, the Company issued 41,050 shares of common stock upon the cashless exercise of 41,050 warrants for proceeds of $256,652.

During the nine months ended September 30, 2025, the Company issued 8,906 shares of common stock upon the cashless exercise of 15,000 options.

As of September 30, 2025 and December 31, 2024, the Company had 16,540,342 and 9,400,535 shares of common stock issued and outstanding, respectively.

Treasury Stock

On February 26, 2025, the Company’s board of directors approved a share repurchase program authorizing the Company to purchase up to an aggregate of $1 million of the Company’s common stock. Subject to applicable rules and regulations, the shares may be purchased from time to time in the open market or in privately negotiated transactions. Such purchases will be at times and in amounts as the Company deems appropriate, based on factors such as market conditions, legal requirements and other business considerations.

On September 23, 2025, the Company’s board of directors approved a share repurchase program authorizing the Company to purchase up to an aggregate of $10 million of the Company’s common stock. Subject to applicable rules and regulations, the shares may be purchased from time to time in the open market. Such purchases will be at times and in amounts as the Company deems appropriate, based on factors such as market conditions, cash reserves, cash flows and other business considerations.

During the nine months ended September 30, 2025, the Company repurchased 262,432 shares of common stock for approximately $1,257,420 under its share repurchase program.

As of September 30, 2025 and December 31, 2024, the Company had $1,257,420 and $0 in treasury stock, respectively.

On August 12, 2025, the Company entered into a Financial Advisory Agreement (the “Advisory Agreement”) with American Ventures LLC, Series XVIII DOGE TREAS (the “Advisor”) pursuant to which the Company agreed to issue the Advisor 750,000 shares of common stock, subject to Stockholder Approval (as defined in the Advisory Agreement) in consideration for certain financial advisory services.

Note 7 –Contingencies

Russia-Ukraine conflict

The Russian-Ukraine conflict is a global concern. The Company does not have any direct exposure to Russia or Ukraine through its operations, employee base, investments or sanctions. However, if the conflict escalates, it is unknown whether its direct or indirect effects may impact the Company’s business.

Note 8 –Stock Options

The Company’s stockholders approved the Company’s 2024 Equity Incentive Plan in May 2024, amending it in July 2024 to increase the number of shares reserved for issuance thereunder to 2,000,000, and approved the Company’s 2025 Equity Incentive Plan in April 2025 with an additional 2,000,000 shares reserved for issuance thereunder (collectively, the “Plans”). As of September 30, 2025, the Company had 1,993,097 shares of common stock available for future issuance under the Plans.

The Plans provide for the grant of incentive stock options to the Company’s employees, including officers, consultants and directors, and its subsidiaries’ employees, including officers, consultants and directors and for the grant of stock options, stock bonus awards, restricted stock awards, performance stock awards and other forms of stock compensation. The Plans also provide that the grant of performance stock awards may be paid out in cash as determined by the committee administering the Plans.

Option valuation models require the input of highly subjective assumptions. The fair value of stock-based payment awards was estimated using the Black-Scholes option pricing model with a volatility figure derived from historical data. The Company accounts for the expected life of options based on the contractual life of the options.

On January 15, 2025, the Company issued options to purchase up to 40,000 shares of common stock with a $5.00 exercise price with a fair value of $132,651. The Company estimated the fair value of the options using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 149.21%, (3) risk-free interest rate of 4.59%, and (4) expected life of 10 years.

During the three and nine months ended September 30, 2025, the Company issued 8,906 common shares upon the cashless exercise of 15,000 options.

During the three and nine months ended September 30, 2025,11,250 options were forfeited.

A summary of the stock option activity for the nine months ended September 30, 2025 and 2024, is as follows:

A summary of the stock options outstanding at September 30, 2025, is as follows:

The aggregate intrinsic value of outstanding stock options was $0, based on options with an exercise price less than the Company’s stock price of $5.00 as of September 30, 2025, which would have been received by the option holders had those option holders exercised their options as of that date.

The fair value of all options that vested during the three months ended September 30, 2025 and 2024 was $208,702 and $0, respectively. The fair value of all options that vested during the nine months ended September 30, 2025 and 2024 was $659,267 and $0, respectively. Unrecognized compensation expense was $2,480,293 as of September 30, 2025.

Note 9 –Warrants

On July 3, 2025, the Company issued 65,000 warrants with a $6.00 exercise price with a fair value of $559,793 to its financial advisor. The Company estimated the fair value of the warrants using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 147.16% (3) risk-free interest rate of 3.94%, and (4) expected life of 5 years.

On July 16, 2025, the Company issued 10,688 warrants with a $6.25 exercise price with a fair value of $62,260 to its financial advisor for the exercise of its over-allotment option. The Company estimated the fair value of the warrants as of the date of the financing, October 28, 2024, using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 154.62%, (3) risk-free interest rate of 4.11%, and (4) expected life of 5 years.

On August 12, 2025, the Company issued 350,000 warrants with a $10.00 exercise price with a fair value of $3,240,946 to its financial advisor. The Company estimated the fair value of the warrants using the Black-Scholes Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 145.61% (3) risk-free interest rate of 3.83%, and (4) expected life of 5 years.

During the three and nine months ended September 30, 2025, the Company issued 41,050 common shares upon the cash exercise of 41,050 warrants for proceeds of $256,652.

A summary of the warrant activity for the nine months ended September 30, 2025, is as follows:

A summary of the warrants outstanding at September 30, 2025, is as follows:

The aggregate intrinsic value of outstanding stock warrants was $0 based on warrants with an exercise price less than the Company’s stock price of $5.00 as of September 30, 2025, which would have been received by the warrant holders had those holders exercised the warrants as of that date.

Note 10-Segment Information

The Company hasone reportable operating segment, the “Software Business,” which is engaged in the design, development, marketing, and sales of the Company’s software platform. The Company’s chief operating decision maker (“CODM”) is the Company’s Chief Executive Officer. The CODM uses the number of advertisers and users to assess the growth of the business on a monthly basis. In doing so, he focuses on “controllable costs” across main functions of the software business and will allocate personnel and budget accordingly to maximize growth and revenues.

Note 11 –Related Party Transactions

On August 4, 2025, the Company issued an aggregate of 650,000 shares of common stock for past services rendered to the following officers and directors: Robert Haag (500,000 shares), Isaac Dietrich (50,000 shares), Joanna Massey (50,000 shares), and Paul Dickman (50,000 shares). Effective October 4, 2025, Mr. Haag resigned as a director of the Company.

Isaac Dietrich received a $10,000 bonus on each of March 17, 2025, July 17, 2025, and August 15, 2025.

On September 15, 2025, Robert Haag, Joanna Massey, and Isaac Dietrich received dividends on their Series A Preferred of 651,32, and 16 shares of Series A Preferred, respectively, pursuant to the Series A Certificate of Designation.

Note 12 –Subsequent Events

The Company has evaluated subsequent events and transactions that occurred up to the date the unaudited condensed consolidated financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements.

Effective October 14, 2025, the Company issued 100,000 shares of common stock to Chris Ensey, a Director of the Company, and will vest immediately in full upon the closing of the Issuer’s acquisition of Dogehash Technologies, Inc. pursuant to that certain Agreement and Plan of Merger dated as of August 18, 2025, by and among the Company, Dogehash, and TZUP Merger Sub., Inc., a Nevada corporation and direct, wholly-owned subsidiary of the Company.

Effective November 12, 2025, Robert Haag rescinded 500,000 shares of common stock issued under the Company’s 2025 Equity Incentive Plan in August 2025.

Effective November 14, 2025, Isaac Dietrich, Joanna Massey, and Paul Dickman each rescinded 50,000 shares of common stock issued under the Company’s 2025 Equity Incentive Plan in August 2025.