UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
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TAP REAL ESTATE TECHNOLOGIES, INC.
(FORMERLY HUMBL, INC.)
INDEX
| i |
PART I — FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
MARCH 31, 2026
Table of Contents
| 1 |
TAP REAL ESTATE TECHNOLOGIES, INC.
(FORMERLY HUMBL, INC.)
CONDENSED CONSOLIDATED BALANCE SHEETS
MARCH 31, 2026 (UNAUDITED) AND DECEMBER 31, 2025
| MARCH 31, | DECEMBER 31, | |||||||
| 2026 | 2025 | |||||||
| (UNAUDITED) | ||||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash | $ | $ | ||||||
| Investment - TAP Inc. HoldCo | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total Current Assets | ||||||||
| Non-Current Assets: | ||||||||
| License fees - related party | ||||||||
| Total Non-Current Assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| LIABILITIES | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Accounts payable - related party | ||||||||
| Derivative liabilities | ||||||||
| Convertible notes payable - related parties, net of discount | ||||||||
| Current portion of convertible notes payable, net of discount | ||||||||
| Total Current Liabilities | ||||||||
| Total Liabilities | ||||||||
| Commitments and contingency | ||||||||
| STOCKHOLDERS’ DEFICIT | ||||||||
| Preferred stock, shares Series A Preferred stock authorized, Series B Preferred stock authorized, Series C Preferred stock authorized and Series D Preferred stock authorized | ||||||||
| Series A Preferred, par value $, and shares issued and outstanding, respectively | ||||||||
| Series B Preferred, par value $, and shares issued and outstanding, respectively | ||||||||
| Series C Preferred, par value $, and shares issued and outstanding, respectively | ||||||||
| Series D Preferred, par value $, and shares issued and outstanding, respectively | ||||||||
| Common stock, par value, $, shares authorized, and issued and outstanding, respectively | ||||||||
| Additional paid in capital | ||||||||
| Stock to be issued | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Deficit | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 2 |
TAP REAL ESTATE TECHNOLOGIES, INC.
(FORMERLY HUMBL, INC.)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
| MARCH 31, | MARCH 31, | |||||||
| 2026 | 2025 | |||||||
| CONTINUING OPERATIONS: | ||||||||
| REVENUES | $ | $ | ||||||
| COST OF REVENUES | ||||||||
| GROSS (LOSS) PROFIT | ||||||||
| OPERATING EXPENSES | ||||||||
| Professional fees | ||||||||
| General and administrative expenses | ||||||||
| Total Operating Expenses | ||||||||
| OPERATING LOSS | ( | ) | ( | ) | ||||
| NON-OPERATING INCOME (EXPENSE) | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Amortization of debt discounts | ( | ) | ( | ) | ||||
| Loss on investee | ( | ) | ||||||
| Change in fair value of derivative liability | ||||||||
| Derivative expense | ( | ) | ( | ) | ||||
| Loss on conversion of convertible notes payable | ( | ) | ( | ) | ||||
| Total Non-Operating Income (Expenses) | ( | ) | ( | ) | ||||
| NET LOSS FROM CONTINUING OPERATIONS BEFORE DISCONTINUED OPERATIONS AND PROVISION FOR INCOME TAXES | ( | ) | ( | ) | ||||
| DISCONTINUED OPERATIONS: | ||||||||
| Loss from discontinued operations | ( | ) | ||||||
| Gain (loss) on disposal of discontinued operations | ||||||||
| Total discontinued operations | ||||||||
| NET INCOME (LOSS) FROM OPERATIONS BEFORE PROVISION FOR INCOME TAXES | ( | ) | ||||||
| Provision for income taxes | ||||||||
| NET INCOME (LOSS) | $ | ( | ) | $ | ||||
| Less: Deemed Dividend | ( | ) | ||||||
| NET INCOME (LOSS) AVAILABLE TO COMMON SHAREHOLDERS | $ | ( | ) | $ | ||||
| Net income (loss) per share - basic - available to common shareholders | ||||||||
| Continuing operations | $ | ( | ) | $ | ( | ) | ||
| Discontinued operations | ||||||||
| Net income (loss) per share - basic - available to common shareholders | $ | ( | ) | $ | ||||
| Net income (loss) per share - diluted - available to common shareholders | ||||||||
| Continuing operations | $ | ( | ) | $ | ( | ) | ||
| Discontinued operations | ||||||||
| Net income (loss) per share - diluted - available to common shareholders | $ | ( | ) | $ | ||||
| Weighted average common shares outstanding - basic | ||||||||
| Weighted average common shares outstanding - diluted | ||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 3 |
TAP REAL ESTATE TECHNOLOGIES, INC.
(FORMERLY HUMBL, INC.)
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2026 AND 2025
| Accumulated | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Series A | Series B | Series C | Series D | Additional | Stock to | Other | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred | Preferred | Preferred | Preferred | Common Stock | Paid-In | be | Comprehensive | Accumulated | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Capital | Issued | Income (Loss) | Deficit | Total | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance - January 1, 2025 | $ | $ | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||
| Stock issued for: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accrued expenses | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exchange of warrants | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of convertible notes | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of Series C Preferred to common shares | - | - | ( | ) | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Debt discount on convertible notes | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation - warrants | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Deemed dividend | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income for the period | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance - March 31, 2025 | $ | $ | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Balance - January 1, 2026 | $ | $ | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||
| Stock issued for: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accrued expenses | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cash for stock to be issued | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of convertible notes | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of convertible notes for stock to be issued (issued in January 2026) | - | - | - | - | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation - warrants | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation - options | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss for the period | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance - March 31, 2026 | $ | $ | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 4 |
TAP REAL ESTATE TECHNOLOGIES, INC.
(FORMERLY HUMBL, INC.)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2026 AND 2025
| MARCH 31, | MARCH 31, | |||||||
| 2026 | 2025 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES FROM CONTINUING OPERATIONS | ||||||||
| Net income (loss) | $ | ( | ) | $ | ||||
| Adjustments to reconcile net income (loss) to net cash used in operating activities | ||||||||
| Loss on conversion of convertible notes payable | ||||||||
| Fee added to convertible notes | ||||||||
| Interest expense recorded for discounts | ||||||||
| Amortization of debt discounts | ||||||||
| Loss on investee | ||||||||
| Stock-based compensation | ||||||||
| Gain on disposal of HUMBL.com | ( | ) | ||||||
| Derivative expense | ||||||||
| Change in fair value of derivative liability | ( | ) | ( | ) | ||||
| Changes in assets and liabilities, net of acquired amounts | ||||||||
| Prepaid expenses | ( | ) | ||||||
| Accounts payable - related party | ||||||||
| Accounts payable and accrued expenses | ( | ) | ||||||
| Total adjustments | ( | ) | ||||||
| Net cash used in operating activities of continuing operations | ( | ) | ( | ) | ||||
| Net cash provided by operating activities of discontinued operations | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Cash paid for license fees - related party | ( | ) | ||||||
| Cash paid in option deposit | ( | ) | ||||||
| Cash received in acquisition by TAP Inc. | ||||||||
| Net cash (used in) provided by investing activities | ( | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Proceeds from related party notes payable | ||||||||
| Proceeds from sales of common stock and common stock to be issued | ||||||||
| Proceeds from convertible notes payable | ||||||||
| Net cash (used in) provided by financing activities | ||||||||
| NET INCREASE (DECREASE) IN CASH AND RESTRICTED CASH | ( | ) | ||||||
| CASH - BEGINNING OF PERIOD | ||||||||
| CASH - END OF PERIOD | $ | $ | ||||||
| CASH PAID DURING THE PERIOD FOR: | ||||||||
| Interest expense | $ | $ | ||||||
| Income taxes | $ | $ | ||||||
| SUPPLEMENTAL INFORMATION - NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||||||
| Conversion of preferred stock into common stock | $ | $ | ||||||
| Common shares issued in settlement of accrued expenses | $ | $ | ||||||
| Discount recorded on convertible notes classified as derivative liabilities | $ | $ | ||||||
| Deemed dividend | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 5 |
TAP REAL ESTATE TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026
(UNAUDITED)
NOTE 1: NATURE OF OPERATIONS
TAP Real Estate Technologies, Inc. (formerly HUMBL, Inc.) (the “Company” or “HUMBL” or “TAP Real Estate”) announced on December 31, 2025 that it has initiated a strategic corporate rebrand to TAP Real Estate Technologies, Inc. (“TAP Real Estate”), reflecting the Company’s sharpened focus on real estate asset acquisition, ownership, and blockchain-enabled real estate tokenization. In connection with this rebrand, the Company received regulatory approval for the formal name change and ticker symbol change on March 4, 2026.
TAP Real Estate is focused on the acquisition, management, and tokenization of real estate. The Company seeks to combine established real estate fundamentals with emerging digital and blockchain tokenization technologies in order to enhance transparency, operational efficiency, and investor access in the real estate industry.
The rebrand marks a formal repositioning of the Company toward the next generation of real estate capital formation, where traditional property ownership models converge with digital wallets, blockchain registries, smart contracts, and tokenized investment infrastructure.
Initial Capital Raise and Strategic Focus on Blockchain-Enabled Real Estate
As
part of this transition, TAP Real Estate has secured $
Property evaluations are being conducted with a disciplined focus on asset quality, cash-flow durability, jurisdictional suitability, and long-term value creation. Particular emphasis is being placed on identifying properties that are well-positioned to support blockchain-tokenized capital inflows, interest-bearing yield structures, and digital ownership frameworks anticipated under emerging U.S. regulatory guidance expected in 2026.
A Public Company Model for the Next Era of U.S. Real Estate
In support of this strategy, TAP Real Estate has entered into a licensing agreement with TAP, Inc. a private technology company headquartered in Salt Lake City, Utah, granting TAP Real Estate the right to utilize the proprietary TAP Platform technologies specifically for real estate use cases.
This agreement establishes a public company model designed to combine the benefits of a publicly held company (TAP Real Estate) with a patented, vertically integrated blockchain technology and intellectual property platform held as a private company (TAP).
Under this structure, TAP Real Estate will hold and manage select real estate assets, while leveraging licensed digital infrastructure to tokenize ownership interests, manage investor participation, and support compliant issuance and lifecycle administration.
The objective is to create a repeatable, compliant model for how real estate can be acquired, structured, tokenized, and administered within U.S. capital markets, serving as a blueprint for the broader industry.
Going Concern
Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. Significant factors in the management of liquidity are funds generated by operations, levels of accounts receivable and accounts payable and capital expenditures.
During the past two years, we devoted a substantial amount of capital to build out our platform and as a result our working capital deficit and accumulated deficit have increased significantly. In addition, we have incurred significant debt from both unrelated and related parties to assist in supporting our operations.
As discussed above in Note 1, the Company has recently begun a rebranding to TAP Real Estate in efforts to build sustaining operations and drive cash flow.
| 6 |
As
of March 31, 2026, we had $
We
had a working capital deficit of $
Net
cash used in operating activities was $
We
had no activities from investing activities in the three months ended March 31, 2026 and 2025 other than the balance of the proceeds
received from TAP for the sale of HUMBL.com and related assets in the amount of $
Cash
provided by financing activities was $
The consolidated financial statements of the Company have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable period. The consolidated financial statements of the Company do not include any adjustments that may result from the outcome of the uncertainties.
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The following significant accounting policies only relate to the Company’s operations post-December 2, 2024 transactions as noted above in Note 1.
Basis of Presentation
The accompanying consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) and the rules and regulations of the United States Securities and Exchange Commission (the “Commission” or the “SEC”). It is management’s opinion that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation.
The discontinued operations represent corporate activity and all activity related to prior HUMBL operations.
The Company accounts for discontinued operations in accordance with ASC 205, greater details regarding discontinued operations can be found in Note 3. The Company classifies a component of the business as a discontinued operation when it has been disposed of or is classified as held for sale and represents a strategic shift that has (or will have) a major effect on the Company’s operations and financial results. Components of the Company may include a business unit, operating segment, reporting unit, subsidiary, or asset group.
Results of operations for discontinued operations are reported separately in the consolidated statements of operations for all periods presented. This includes the component’s revenues, expenses, and pre-tax profit or loss, as well as any gain or loss recognized on disposal. Income tax expense or benefit attributable to discontinued operations is also presented separately.
Assets and liabilities of a component classified as held for sale are presented separately in the consolidated balance sheets when the criteria for held-for-sale classification are met. These criteria include management’s commitment to a plan to sell, the availability of the asset for immediate sale in its present condition, and the probability that the sale will be completed within one year.
Upon classification as held for sale, the Company measures the disposal group at the lower of its carrying amount or fair value less costs to sell. Depreciation and amortization cease once the assets are classified as held for sale.
Cash flows related to discontinued operations are disclosed either on the face of the consolidated statement of cash flows or in the notes to the financial statements, and are segregated between operating, investing, and financing activities, as applicable.
| 7 |
The Company continues to evaluate transactions and events to determine whether they meet the criteria for discontinued operations presentation in accordance with applicable accounting guidance.
Principles of Consolidation
The consolidated financial statements include the accounts of TAP Real Estate and its subsidiaries, for 2025. All significant intercompany accounts and transactions have been eliminated in consolidation.
The Company applies the guidance of Topic 805 Business Combinations of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”).
Reclassification
The Company has reclassified certain amounts in the 2025 financial statements to comply with the 2026 presentation. These principally relate to classification of certain expenses and liabilities. The reclassifications had no impact on total net loss or net cash flows for the three months ended March 31, 2025.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. 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 reported amounts of revenues and expenses during the reporting period. These estimates include, but are not limited to, management’s estimate of provisions required for permanent and temporary differences related to income taxes, liabilities to accrue, estimates of the fair value of investments and determination of the fair value of stock awards. Actual results could differ from those estimates.
Cash
Cash
consists of cash and demand deposits with an original maturity of three months or less. The Company holds
Fixed Assets and Long-Lived Assets
ASC 350 and 360 requires that long-lived assets and certain identifiable intangibles held and used by an entity be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company has adopted Accounting Standard Update (“ASU”) 2017-04 Intangibles – Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment.
The Company reviews recoverability of long-lived assets on a periodic basis whenever events and changes in circumstances have occurred which may indicate a possible impairment. The assessment for potential impairment is based primarily on the Company’s ability to recover the carrying value of its long-lived assets from expected future cash flows from its operations on an undiscounted basis. If such assets are determined to be impaired, the impairment recognized is the amount by which the carrying value of the assets exceeds the fair value of the assets.
Fixed assets and intangible assets with finite useful lives are stated at cost less accumulated amortization and impairment. Intangible assets with infinite lives, such as digital currency are valued at costs and reviewed for indicators of impairment at least annually, or more depending on circumstances.
| 8 |
The Company assesses the impairment of identifiable intangibles whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers to be important which could trigger an impairment review include the following:
1. Significant underperformance relative to expected historical or projected future operating results;
2. Significant changes in the manner of use of the acquired assets or the strategy for the overall business; and
3. Significant negative industry or economic trends.
When the Company determines that the carrying value of intangibles may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent in the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows.
The Company’s minerals were considered long-lived assets and accounted for under these standards. These minerals were returned as part of the Settlement Agreement dated September 9, 2025.
Revenue Recognition
Prior to December 2, 2024, the Company accounted for revenues based on the verticals in which they were earned: HUMBL Mobile Wallet, HUMBL Marketplace, HUMBL Blockchain Services, HUMBL Search Engine, HUMBL Tickets, as well as all merchandise sales and service revenues. As a result of the sale of the HUMBL assets, all revenues were reclassified to discontinued operations.
The
Company has
Income Taxes
Income taxes are accounted under the asset and liability method. The current charge for income tax expense is calculated in accordance with the relevant tax regulations applicable to the entities. 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 and for operating loss and tax credit carryforwards. 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 on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Differences between statutory tax rates and effective tax rates relate to permanent tax differences.
In December 2023, the Financial Accounting Standards Board issued ASU 2023-09, which requires enhanced disclosures related to the effective tax rate reconciliation and income taxes paid. The guidance is intended to improve transparency regarding the nature and magnitude of factors contributing to differences between the statutory tax rate and the effective tax rate, as well as cash taxes paid by jurisdiction.
The Company adopted this standard effective January 1, 2025 on a prospective basis. The adoption did not have a material impact on the Company’s consolidated financial position, results of operations, or cash flows, as the amendments are disclosure-only in nature. Prior-period amounts have been recast to conform to the current-period presentation, where applicable.
Uncertain Tax Positions
The Company follows ASC 740-10 Accounting for Uncertainty in Income Taxes. This requires recognition and measurement of uncertain income tax positions using a “more-likely-than-not” approach. Management evaluates their tax positions on an annual basis.
The Company files income tax returns in the U.S. federal tax jurisdiction and various state tax jurisdictions. The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities, generally for three years after they were filed.
| 9 |
The Company follows ASC 718 Compensation – Stock Compensation and has adopted ASU 2017-09 Compensation – Stock Compensation (Topic 718) Scope of Modification Accounting. The Company calculates compensation expense for all awards granted, but not yet vested, based on the grant-date fair values. Share-based compensation expense for all awards granted is based on the grant-date fair values. The Company policy is to recognize these compensation costs, on a pro rata basis over the requisite service period of each vesting tranche of each award for service-based grants, and as the criteria is achieved for performance-based grants, when such grants are made. For stock options and warrants, the Company uses the Black-Scholes model to estimate the value of those grants. The Company has not had any forfeitures of these grants, and these estimates of value will include a percentage of forfeitures when that percentage is able to be estimated.
The Company adopted ASU 2016-09 Improvements to Employee Share-Based Payment Accounting. Cash paid when shares are directly withheld for tax withholding purposes will be classified as a financing activity in the statement of cash flows.
Fair Value of Financial Instruments
ASC 825 Financial Instruments requires the Company to disclose estimated fair values for its financial instruments. Fair value estimates, methods, and assumptions are set forth below for the Company’s financial instruments: The carrying amount of cash, accounts receivable, prepaid and other current assets, accounts payable and accrued liabilities, and amounts payable to related parties, approximate fair value because of the short-term maturity of those instruments.
Leases
The Company follows ASC 842 Leases in accounting for leased properties, when they exceed a one-year term. When the Company enters into leases with a term in excess of one year, they will recognize a lease liability and right of use asset in accordance with the provisions of ASC 842.
The Company computes earnings per share (“EPS”) in accordance with applicable accounting guidance. Basic EPS is calculated by dividing net income (loss) attributable to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock, using the treasury stock method or the if-converted method, as applicable.
Net income (loss) attributable to common shareholders is adjusted for dividends declared on common stock and for deemed dividends, if any. Deemed dividends represent adjustments to income available to common shareholders that arise from transactions with holders of the Company’s preferred stock or other equity instruments that are not reflected in net income but are treated as a return to, or distribution from, equity holders.
Deemed
dividends may include, but are not limited to, (i) beneficial conversion features recognized upon issuance or modification of
convertible preferred stock or convertible debt, (ii) incremental value transferred to holders of preferred stock in connection with
modifications or extinguishments of such instruments, and (iii) accretion of discounts on redeemable preferred stock to their
redemption value when such accretion is treated as a dividend to preferred shareholders. These amounts are recorded as a reduction
to retained earnings (or, in the absence of retained earnings, as an adjustment to additional paid-in capital) and reduce income
available to common shareholders in the calculation of basic and diluted EPS. In the three months ended March 31, 2025, the Company
recorded a deemed dividend of $
For periods in which the Company reports a net loss, diluted EPS is the same as basic EPS because the inclusion of potentially dilutive securities would be antidilutive. Potential common shares are excluded from the computation of diluted EPS if their effect would be antidilutive.
| 10 |
The Company evaluates all equity-linked instruments and modifications thereof to determine the appropriate treatment in the calculation of EPS, including whether any portion of the transaction should be reflected as a deemed dividend to preferred shareholders.
Derivative Financial Instruments
The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. Management evaluates all of the Company’s financial instruments, including convertible notes and warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives.
The Company generally uses a Black-Scholes model, as applicable, to value the derivative instruments at inception and subsequent valuation dates when needed. The classification of derivative instruments, including whether such instruments should be recorded as liabilities, is remeasured at the end of each reporting period.
In 2024, the Company adopted ASU No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplified the accounting for convertible instruments by removing the separation models for (1) convertible debt with a cash conversion feature and (2) convertible instruments with a beneficial conversion feature. ASU 2020-06 also requires the application of the if-converted method for calculating diluted earnings per share and the treasury stock method will be no longer available.
Fair Value Measurements
ASC 820 Fair Value Measurements defines fair value, establishes a framework for measuring fair value in accordance with GAAP, and expands disclosure about fair value measurements. ASC 820 classifies these inputs into the following hierarchy:
Level 1 inputs: Quoted prices for identical instruments in active markets.
Level 2 inputs: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.
Level 3 inputs: Instruments with primarily unobservable value drivers.
Level 3 inputs are unobservable inputs for the asset or liability and are used when observable market data is not available. The Company’s Level 3 investments primarily consist of derivative liabilities for which little or no market activity exists.
The fair value of Level 3 investments is estimated using valuation techniques that incorporate significant unobservable inputs and reflect the Company’s assumptions about the assumptions that market participants would use in pricing the asset or liability. The Company applies a combination of valuation approaches, including the market approach, income approach, and, when applicable, the cost approach, depending on the nature of the investment and the availability of relevant information.
Under the market approach, fair value is estimated based on observable transactions for similar instruments, including recent third-party transactions in the same or comparable investments, or by applying valuation multiples derived from comparable public companies or precedent transactions. Significant inputs may include EBITDA or revenue multiples, liquidity discounts, control premiums, and adjustments for differences in growth prospects, profitability, and risk characteristics.
Under the income approach, the Company utilizes discounted cash flow models or other present value techniques to estimate fair value. These models incorporate significant assumptions, including projected revenues and expenses, expected cash flows, discount rates, terminal growth rates, and timing of exit. Discount rates are generally developed using a weighted-average cost of capital that reflects current market conditions and the risks inherent in the investment.
For certain investments, particularly illiquid debt instruments, valuation techniques may incorporate expected recovery values, probability-weighted scenarios, default assumptions, and credit spreads. For complex or structured instruments, option pricing models or simulation techniques may also be used.
| 11 |
The determination of fair value for Level 3 investments requires significant management judgment. The Company calibrates its valuation techniques to transaction prices, when available, and periodically evaluates and updates key assumptions to reflect current market conditions and specific investment performance. Changes in valuation techniques or significant increases or decreases in unobservable inputs may result in materially different fair value measurements.
The Company may utilize information from independent third-party valuation specialists to assist in determining fair value. The Company evaluates the methodologies, significant assumptions, and outputs of such specialists, and performs procedures to assess the reasonableness of the valuations, including back-testing against realized transactions, comparison to relevant market data, and sensitivity analyses over significant unobservable inputs.
Given the inherent uncertainty associated with the use of unobservable inputs, the estimated fair values of Level 3 investments may differ materially from the values that would have been used had an active market existed for such investments.
Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.
| Level 1 | Level 2 | Level 3 | ||||||||||
| March 31, 2026 | ||||||||||||
| Derivative liabilities | $ | $ | $ | |||||||||
| December 31, 2025 | ||||||||||||
| Derivative liabilities | $ | $ | $ | |||||||||
See Note 11 for details on the Level 3 changes for derivative liabilities.
Non-Equity Method Equity Securities
The Company holds investments in equity securities that are accounted for in accordance with ASC 321. These investments consist of equity interests in privately held and publicly traded entities over which the Company does not have a controlling financial interest or significant influence.
Equity securities with readily determinable fair values are measured at fair value at each reporting date, with unrealized gains and losses recognized in earnings.
For equity securities without readily determinable fair values, the Company has elected the measurement alternative in accordance with ASC 321-10-35. Under this alternative, investments are carried at cost, adjusted for observable price changes in orderly transactions for identical or similar investments of the same issuer, less impairment, if any.
The Company performs a qualitative assessment for impairment at each reporting period. If an investment is determined to be impaired, the Company writes down the investment to its fair value and recognizes the resulting loss in earnings. Impairment losses are not reversed in subsequent periods.
Dividend income is recognized in earnings when declared, to the extent such amounts are not considered a return of investment.
| 12 |
As the Company’s investment in TAP HoldCo fell below the threshold of 20% in 2025, the Company no longer will include the share of gains and losses of the investee and now will reflect the investment as a non-equity method equity security as discussed above.
Equity Method Investments
The
Company accounts for investments in entities over which it has significant influence, but not control or joint control, using the equity
method of accounting under ASC 323. Significant influence is generally presumed to exist when the Company holds
Under the equity method, the investment is initially recognized at cost, and the carrying amount is subsequently adjusted to recognize the Company’s share of the investee’s net income or loss, which is recognized in the consolidated statement of operations. The carrying amount of the investment is also adjusted for the Company’s share of other comprehensive income or loss of the investee and is reduced by any dividends received from the investee.
If the Company’s share of losses in the equity method investee exceeds the interest in the investee, the carrying amount of the investment is reduced to zero, and recognition of further losses is discontinued unless the Company has incurred obligations or made payments on behalf of the investee.
The Company assesses its equity method investments for indicators of impairment at each reporting period. If impairment indicators exist and the fair value of the investment has declined below its carrying value and is deemed to be other than temporary, an impairment loss is recognized in the consolidated statements of operations.
The Company eliminates unrealized gains and losses on transactions with equity method investees to the extent of the interest in the investee.
Segment Reporting
In 2024, the Company adopted Accounting Standards Update 2023-07 (“ASU 2023-07”). ASU 2023-07 improves segment reporting disclosures for public companies. ASU 2023-07 requires more detailed information about reportable segments and expenses including the requirement to disclose qualitative information about factors used to identify reportable segments and quantitative information about profit and loss measures and significant expense categories. The Company has effective December 2, 2024, entered into an agreement to sell their operating business to Tap Inc., and as a result has reflected those operating revenues and expenses within discontinued operations, and has not yet begun generating revenue from its planned principal operations and operates as a single reportable segment. The chief operating decision maker is the Company’s chief financial officer who assesses performance based on total expenses, cash flows, and progress made in the Company’s ongoing development efforts. The Company analyzed ASU 2023-07 and determined that the required information is presented within the consolidated financial statements and footnote disclosures herein.
Recent Accounting Pronouncements
The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.
NOTE 3: DISCONTINUED OPERATIONS
HUMBL.com
Effective
December 2, 2024, the Company entered into an Asset Purchase Agreement with TAP to sell their assets to TAP as discussed in Note 1. The
Company received $
| 13 |
The Company reclassified the following operations to discontinued operations for the three months ended March 31, 2025.
| Revenue | $ | |||
| Operating expenses | ( | ) | ||
| Net loss from discontinued operations | $ | ( | ) |
The Company reflected the following gain on disposal for the three months ended March 31, 2025 related to the sale of HUMBL.com, which includes the ownership of HoldCo (the entire gain on disposal occurred in the three months ended March 31, 2025):
| Cash | $ | ( | ) | |
| Prepaid expenses and other current assets | ( | ) | ||
| Inventory | ( | ) | ||
| Investment - Avrio | ( | ) | ||
| Safeguarding of digital assets (asset) | ( | ) | ||
| Fixed assets | ( | ) | ||
| Intangible assets | ( | ) | ||
| Investment in HoldCo | ||||
| Exchange deposit | ||||
| Safeguarding of digital assets (liability) | ||||
| Net gain on disposal | $ |
NOTE 4: INVESTMENTS
FINCAPITAL
On
December 2, 2024, the Company entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with Ybyrá
Capital S.A. (“Ybyrá”) and Brian Foote, the former CEO and current director. Pursuant to the Stock Purchase Agreement:
(a) HUMBL purchased
FinCapital
became a
| 14 |
TAP Holdco
On
December 2, 2024, following execution of the Stock Purchase Agreement, the Company entered into an Asset Purchase Agreement with
TAP, Inc. (formerly WSCG, Inc.) and HoldCo. Pursuant to the Asset Purchase Agreement, the Company sold all of its assets to TAP. In
consideration for the purchase of the Company’s assets, TAP agreed to: (a) pay the Company $
The
HoldCo Units represented at the time approximately
| Balance – January 1, 2026 | $ | |||
| Impairment | ||||
| Balance – March 31, 2026 | $ |
In
July and August 2025, the investors holding the Series C preferred shares exchanged shares of Series C Preferred Stock for approximately
Additionally,
in August 2025, the Company granted BRU approximately
For the period February 27, 2025 through March 31, 2026, there have been no indicators of impairment identified.
For
the period February 27, 2025 through March 31, 2025, the Company recognized a loss on investee of $
NOTE 5: MINERALS
During
2024, the Company acquired
NOTE 6: LICENSE AGREEMENT
On
December 30, 2025, the Company and TAP, Inc. (“Licensor”) entered into a license agreement (“License Agreement”),
whereby the Company was granted by the Licensor, a worldwide license to use the Intangible Property Rights (as defined in the License
Agreement) in connection with the business of real estate tokenization around the world. The initial term of the License Agreement was
90 days, but was extended until June 30, 2026. The initial license fee was $
| 15 |
Refer to the Form 10-K for the year ended December 31, 2025 filed March 31, 2026 for a full description of notes that existed as of December 31, 2025 and 2024. All note balances that were either converted or repaid as of December 31, 2025 have been excluded from this disclosure.
NOTE 8: NOTES PAYABLE – RELATED PARTIES
Refer to the Form 10-K for the year ended December 31, 2025 filed March 31, 2026 for a full description of notes that existed as of December 31, 2025 and 2024. All note balances that were either converted or repaid as of December 31, 2025 have been excluded from this disclosure.
Interest
expense for the three months ended March 31, 2025 was $
The
Company received $
All of the notes listed above were repaid in April 2025.
NOTE 9: CONVERTIBLE PROMISSORY NOTES
| March 31, 2026 | December 31, 2025 | |||||||
| Convertible note payable entered into December 19, 2023, with a maturity date of | $ | $ | ||||||
| Convertible note payable entered into March 13, 2024, with a maturity date of | ||||||||
| Convertible note payable entered into March 26, 2024, with a maturity date of | ||||||||
| Convertible note payable entered into April 2, 2024, with a maturity date of | ||||||||
| Convertible note payable entered into April 23, 2024, with a maturity date of | ||||||||
| Convertible note payable entered into May 22, 2024, with a maturity date of | ||||||||
| Convertible note payable entered into March 14, 2025, with a maturity date of | ||||||||
| Convertible note payable entered into October 14, 2025, with a maturity date of | ||||||||
| Convertible note payable entered into November 10, 2025, with a maturity date of | ||||||||
| Convertible note payable entered into November 10, 2025, with a maturity date of | ||||||||
| Convertible note payable entered into November 21, 2025, with a maturity date of | ||||||||
| Convertible note payable entered into December 29, 2025, with a maturity date of | ||||||||
| Convertible note payable entered into January 19, 2026, with a maturity date of | ||||||||
| Convertible note payable entered into January 20, 2026, with a maturity date of | ||||||||
| Convertible note payable entered into January 20, 2026, with a maturity date of | ||||||||
| Convertible note payable entered into March 26, 2026, with a maturity date of | ||||||||
| Less: Current portion | ( | ) | ( | ) | ||||
| Less: Discounts | ( | ) | ( | ) | ||||
| Long-term debt | $ | $ | ||||||
| 16 |
On
December 19, 2023, the Company issued a Promissory Note in the amount of $
On
March 13, 2024, the Company issued a Promissory Note in the amount of $
On
March 26, 2024, the Company issued a Promissory Note in the amount of $
On
April 2, 2024, the Company issued a Promissory Note in the amount of $
On
April 23, 2024, the Company entered into a Securities Purchase Agreement pursuant to which it sold a Convertible Promissory Note in the
amount of $
On
May 22, 2024, the Company entered into a Securities Purchase Agreement pursuant to which it sold a Convertible Promissory Note in the
amount of $
On
March 14, 2025, the Company issued a $
On
May 16, 2025, the Company and North Falls Investments, LLC (“NFI”), entered into a Settlement Agreement to settle a dispute.
In accordance with the Settlement Agreement, the parties agreed to fix the conversion price of the two outstanding notes the Company
has with NFI to $
On
May 16, 2025, the Company and KWP 50, LLC (“KWP”), entered into a Settlement Agreement to settle a dispute. In accordance
with the Settlement Agreement, the parties agreed to fix the conversion price of the March 13, 2024 note the Company has with KWP to
$
On
May 16, 2025, the Company and Sellers Properties, LLC (“SP”), entered into a Settlement Agreement to settle a dispute. In
accordance with the Settlement Agreement, the parties agreed to fix the conversion price of the two outstanding notes the Company has
with SP to $
On
October 14, 2025, the Company issued a $
| 17 |
On
November 10, 2025, the Company entered into two separate note agreements each in the amount of $
On
November 21, 2025, the Company entered into a note agreement in the amount of $
On
December 29, 2025, the Company entered into a note agreement in the amount of $
On
January 19, 2026, the Company entered into a note agreement in the amount of $
On
January 20, 2026, the Company entered into two separate note agreements each in the amount of $
On
March 26, 2026, the Company issued a $
All of the convertible promissory notes as of March 31, 2026 are due in the next fiscal year, and therefore are current.
The Company evaluated the terms of the convertible notes and determined that there were derivative liabilities on the notes eligible to convert as there were discounted conversion prices, which is a variable percentage to market.
Interest
expense for the three months ended March 31, 2026 and 2025 was $
The
Company recognized a loss on conversion of notes of $
| 18 |
NOTE 10: CONVERTIBLE PROMISSORY NOTES – RELATED PARTIES
The Company issued convertible notes payable – related parties as follows as of March 31, 2026 and December 31, 2025. The chart below does not include convertible notes payable – related parties that were repaid or converted during 2025. Refer to the Form 10-K for the year ended December 31, 2025 filed March 31, 2026 for a full description of those notes:
| March 31, 2026 | December 31, 2025 | |||||||
| Monster Creative purchase – June 30, 2021 | $ | $ | ||||||
| Less: Current portion | ( | ) | ( | ) | ||||
| Long-term debt | $ | $ | ||||||
The convertible promissory notes – related parties are in default and reflected in current liabilities as of March 31, 2026 and December 31, 2025.
On
June 30, 2021, the Company acquired Monster Creative, LLC. The Monster Purchase Price included: (a) a convertible note to Phantom
Power, LLC in the amount of $
The Company evaluated the terms of the convertible notes and determined that there were no terms that would necessitate the recognition of any derivative liabilities.
Interest
expense for the three months ended March 31, 2026 and 2025 was $
NOTE 11: DERIVATIVE LIABILITIES
The Company entered into several convertible notes payable, that terms include variable conversion prices. The Company evaluated these terms and determined that the conversion option on the convertible notes payable contained characteristics that required the Company to classify them as derivative liabilities. The Derivative Instruments have been accounted for utilizing ASC 815 “Derivatives and Hedging.” The Company has incurred a liability for the estimated fair value of Derivative Instruments. The estimated fair value of the Derivative Instruments has been calculated using the Black-Scholes fair value option-pricing model with key input variables provided by management, as of the date of issuance, with changes in fair value recorded as gains or losses on revaluation in other income (expense).
The Company identified embedded features in some of the agreements which were classified as liabilities. These embedded features included a variable conversion price that would convert those instruments into a variable number of common shares. The accounting treatment of derivative financial instruments requires that the Company treat the instrument as liability and record the fair value of the instrument as derivatives as of the inception date of the instrument and to adjust the fair value of the instrument as of each subsequent balance sheet date.
| 19 |
The Company determined the derivative liabilities to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate the fair value as of March 31, 2026. The Black-Scholes model requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate.
Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each conversion option is estimated using the Black-Scholes valuation model. The following assumptions were used on March 31, 2026 and 2025:
Three Months Ended March 31, 2026 |
Inception | |||||||
| Expected term | ||||||||
| Expected volatility | ||||||||
| Expected dividend yield | ||||||||
| Risk-free interest rate | ||||||||
| Market price | $ | – $ | $ | - $ | ||||
Three Months Ended March 31, 2025 |
Inception | |||||||
| Expected term | ||||||||
| Expected volatility | ||||||||
| Expected dividend yield | ||||||||
| Risk-free interest rate | ||||||||
| Market price | $ | – $ | $ | - $ | ||||
Activity related to the derivative liabilities for the periods ended March 31, 2026 and December 31, 2025 is as follows:
| March 31, 2026 | December 31, 2025 | |||||||
| Beginning balances | $ | $ | ||||||
| Recognition of derivative liability on conversion options of notes | ||||||||
| Derivative expense | ||||||||
| Conversion of note payable | ( | ) | ( | ) | ||||
| Change in fair value of derivative liabilities | ( | ) | ( | ) | ||||
| Ending balances | $ | $ | ||||||
NOTE 12: STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred Stock
As of March 31, 2026 and December 31, 2025, the Company has shares of Preferred Stock authorized, designated as follows: shares of Series A Preferred Stock authorized, shares of Series B Preferred Stock, shares of Series C Preferred Stock, and shares of Series D Preferred Stock authorized. All shares of preferred stock have a par value of $.
| 20 |
Series A Preferred Stock
Dividends. Shares of Series A Preferred Stock shall be entitled to receive, out of funds legally available for that purpose, on the same terms and conditions as that of holders of common stock, as may be declared by the Board of Directors.
Conversion.
There are
Redemption.
Voting
Rights.
Liquidation. Upon any liquidation, dissolution, or winding-up of the Company, whether voluntary or involuntary, the holders of Series A Preferred Stock shall be entitled to receive out of the assets, whether capital or surplus, of the Company an amount equal to the liquidation value of the Series A Preferred Stock before any distribution or payment shall be made to the holders of any junior securities, and if the assets of the Company is insufficient to pay in full such amounts, then the entire assets to be distributed to the holders of the Series A Preferred Stock shall be ratably distributed among the holders in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full.
The shares were issued to a former officer of the Company and assigned to Thiago Moura, the former CEO at the time of the acquisition of HUMBL assets by TAP. These shares were repurchased by Brian Foote in the settlement with Mr. Moura.
Series B Preferred Stock
Prior to the amendment of the Certificate of Incorporation on October 29, 2021, the criteria established for the Series B Preferred Stock was as follows:
Dividends. Shares of Series B Preferred Stock shall be entitled to receive, out of funds legally available for that purpose, on the same terms and conditions as that of holders of common stock, as may be declared by the Board of Directors.
Conversion. Each share of Series B Preferred Stock shall be convertible at the option of the holder thereof at any time after December 3, 2021 at the office of the Company or any transfer agent for such stock, into ten thousand () fully paid and nonassessable shares of common stock subject to adjustment for any stock split or distribution of securities or subdivision of the outstanding shares of common stock.
Redemption.
Voting
Rights.
| 21 |
Liquidation. Upon any liquidation, dissolution, or winding-up of the Company, whether voluntary or involuntary, the holders of Series B Preferred Stock shall be entitled to receive out of the assets, whether capital or surplus, of the Company an amount equal to the liquidation value of the Series B Preferred Stock before any distribution or payment shall be made to the holders of any junior securities, and if the assets of the Company is insufficient to pay in full such amounts, then the entire assets to be distributed to the holders of the Series B Preferred Stock shall be ratably distributed among the holders in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full.
During the three months ended March 31, 2026 and 2025, there were conversions of Series B Preferred Stock, respectively.
As of March 31, 2026, the Company has shares of Series B Preferred Stock issued and outstanding.
Series C Preferred Stock
On October 24, 2023, the Company filed a Certificate of Designation with the State of Delaware to designate shares to be authorized for Series C Preferred Stock.
The criteria established for the Series C Preferred Stock was as follows:
Dividends. Shares of Series C Preferred Stock shall not be entitled to receive any dividend.
Conversion.
(a) Automatic Conversion – upon such time the Company shall become listed on a national securities exchange, the Series C Preferred
stock shall automatically convert into shares of the Company’s common stock at a conversion price equal to a
Redemption. The Series C Preferred Stock shall not be subject to mandatory redemption.
Voting Rights. Holders of Series C Preferred Stock shall have no voting rights.
Liquidation. In the event of any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary (“Liquidation Event”), before any distribution or payment shall be made to the holders of the Series C Preferred Stock, and after the distribution or payment to the Series A Preferred Stock and Series B Preferred Stock, in accordance with their respective terms, the holders of the Series C Preferred Stock shall be entitled to receive an amount per share equal to the sum of the initial issuance price applicable to such Series C Preferred Stock for each outstanding share of Series C Preferred Stock plus any declared but unpaid dividends on such share. The initial issuance price shall mean $ per share (as adjusted for stock splits, stock dividends, recapitalizations, and similar transactions). If upon, any Liquidation Event, the assets of the Company shall be insufficient to make payment in full to the holders of the Series C Preferred Stock of the applicable Liquidation Preference, then such assets shall be distributed among the holders of the Series C Preferred Stock at the time outstanding, ratably in proportion to the full preferential amounts to which they would otherwise be entitled.
During the three months ended March 31, 2025, there were shares of Series C Preferred Stock exchanged into shares of common stock. In addition, shares of Series C Preferred Stock were issued in an exchange of warrants for common stock. The Company reflected as a deemed dividend in the consolidated financial statements the value of the Series C Preferred Stock.
As of March 31, 2026, there are shares of Series C Preferred Stock issued and outstanding.
| 22 |
Series D Preferred Stock
On
July 16, 2024, the Company designated a new Series D Preferred Stock and authorized the issuance of up to shares of this new
series.
Common Stock
The Company has shares of common stock, par value $, authorized as of May 21, 2025, increased from . The Company has and shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively. On May 26, 2023, the Board of Directors agreed to increase the number of common shares authorized from shares to shares. The stockholders approved this action on May 29, 2023. This action became effective on July 27, 2023. On January 26, 2024, the Board of Directors agreed to increase the authorized common shares to shares. On October 1, 2024, the Company increased its authorized common shares to shares pursuant to the Definitive 14C filed in September 2024. On May 21, 2025, the Company increased its authorized common shares to pursuant to the Definitive 14C filed April 30, 2025.
In
the three months ended March 31, 2025, the Company: issued (a) shares for an accrued expense valued at $
In
the three months ended March 31, 2026, the Company: issued (a) shares
for an accrued expense valued at $
Stock Incentive Plan
On July 21, 2021, the Company established the 2021 Stock Incentive Plan (the “Plan”) for a total issuance not to exceed shares of common stock. The purpose of the Plan is to promote the long-term growth and profitability of the Company by (i) providing key people with incentives to improve stockholder value and to contribute to the growth and financial success of the Company, and (ii) enabling the Company to attract, retain and reward the best-available persons.
The Plan permits the granting of Stock Options (including incentive stock options qualifying under Code Section 422 and nonqualified stock options), Stock Appreciation Rights, restricted or unrestricted Stock Awards, Restricted Stock Units, Performance Awards, other stock-based awards, or any combination of the foregoing.
Warrants
There were no warrants issued in 2026 and 2025.
During
the three months ended March 31, 2026 and 2025,
| 23 |
The following represents a summary of the warrants:
| Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | |||||||||||||||
| Number | Weighted Average Exercise Price | Number | Weighted Average Exercise Price | |||||||||||||
| Beginning balance | $ | $ | ||||||||||||||
| Granted | ||||||||||||||||
| Exercised | ||||||||||||||||
| Forfeited/Exchanged | - | ( | ) | |||||||||||||
| Expired | ||||||||||||||||
| Ending balance | $ | $ | ||||||||||||||
| Intrinsic value of warrants | $ | $ | ||||||||||||||
| Weighted Average Remaining Contractual Life (Years) | ||||||||||||||||
As of March 31, 2026, warrants are vested.
For the three months ended March 31, 2026 and 2025, the Company incurred stock-based compensation expense of $ and $, respectively for the warrants in accordance with ASC 718-10-50-1 and ASC 718-10-50-2. The fair value of the grants was calculated based on the black-scholes calculation using the assumptions reflected in the chart below for both the service-based grants and the performance-based grants.
As of March 31, 2026, there remains unrecognized stock-based compensation expense related to these warrants of $ comprising of service-based grants through June 30, 2026.
Options
As of March 31, 2026 and 2025, and options are exercisable.
| Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | |||||||||||||||
| Number | Weighted Average Exercise Price | Number | Weighted Average Exercise Price | |||||||||||||
| Beginning balance | $ | $ | ||||||||||||||
| Granted | ||||||||||||||||
| Exercised | ||||||||||||||||
| Forfeited | ||||||||||||||||
| Expired | ||||||||||||||||
| Ending balance | $ | $ | ||||||||||||||
| Intrinsic value of options | $ | $ | - | |||||||||||||
| Weighted Average Remaining Contractual Life (Years) | ||||||||||||||||
For the three months ended March 31, 2026 and 2025, the Company incurred stock-based compensation expense of $ and $, respectively for the options in accordance with ASC 718-10-50-1 and ASC 718-10-50-2. The fair value of the grants was calculated based on the Black-Scholes calculation using the assumptions reflected in the chart below for the service-based grants.
In September 2025, the Company granted stock options to their three directors. The options have a term of years and the exercise price was the stock price on the date of grant.
In February 2026, the Company granted stock options to their three directors. The options have a term of years and the exercise price was the stock price on the date of grant.
| 24 |
Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each option/warrant is estimated using the Black-Scholes valuation model. The following assumptions were used for the periods as follows:
Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | |||||||
| Expected term | - | |||||||
| Expected volatility | % | % | ||||||
| Expected dividend yield | ||||||||
| Risk-free interest rate | % | % | ||||||
NOTE 13: RELATED-PARTY TRANSACTIONS
Advances - TAP
As
of March 31, 2026, the Company has outstanding $
Common Stock Issuances
In October 2025, a related party to the Company converted shares of Series C Preferred Stock into shares of Common Stock.
Board of Director Agreements
Effective
September 1, 2025, the Company entered into Board of Director agreements with their three board members that require the Company to pay
each director a total of $
Executive Employment Agreements
Effective
February 5, 2026, the Company entered into Executive Employment Agreements with three executives that require the Company to pay two
of the executives $
License Fee
On
December 30, 2025, the Company entered into a License Agreement with a related party. In the three months ended March 31, 2026, the Company
paid $
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NOTE 14: LEGAL PROCEEDINGS
On May 19, 2022, we were named as a defendant in a putative shareholder derivative class action lawsuit filed in the United States District Court for the Southern District of California styled Matt Pasquinelli and Bryan Paysen v. HUMBL, LLC, Brian Foote, Jeffrey Hinshaw and George Sharp, Case No. 22CV0723 AJB BLM. The complaint alleges federal securities law violations by the Company, including false or misleading statements regarding our business and operations, that the HUMBL Pay App did not have the functionality that it promised to investors and that several international business partnerships had a low chance of contributing material revenues to our bottom line, and sales of unregistered securities through our BLOCK Exchange Traded Index products, which plaintiffs allege caused a decline in the market value of our shares of common stock. Plaintiffs seek unspecified monetary damages. On July 7, 2023, the United States District Court for the Southern District of California granted our Motion to Transfer Venue and transferred the case to the District Court of Delaware. On October 30, 2023, we filed a Motion to Dismiss the lawsuit with the District Court of Delaware which the parties have fully briefed. On March 27, 2025, the court granted our motion and dismissed the case without prejudice. On April 10, 2025, the plaintiffs filed an amended complaint. On May 15, 2025, we filed a Motion to Dismiss the amended complaint with the District Court of Delaware. On December 19, 2025, a Memorandum Order was issued by the United States District Court for the District of Delaware has dismissed, with prejudice, the Second Amended Class Action Complaint filed against the Company and the current and former officers and directors, fully terminating the claims against all defendants. On January 15, 2026, the plaintiffs filed a notice of appeal with the United States Court of Appeals for the Third Circuit. On March 5, 2026, following discussions with the Company’s counsel that the appeal was premature in light of the case against one of the defendants in the trial court not being resolved, plaintiffs’ counsel notified the Company that the plaintiffs intended to withdraw the appeal, and the Company consented to the withdrawal. Should the plaintiffs refile their appeal, the Company will vigorously oppose it.
On July 14, 2022, we were named as a defendant in a shareholder derivative class action lawsuit filed in the Delaware Chancery Court styled Mike Armstrong, derivatively on behalf of HUMBL, Inc. v. Brian Foote, Jeffrey Hinshaw, George Sharp, Michele Rivera, and William B. Hoagland (Case No. 2022-0620). This case alleges the same claims as the Pasquinelli litigation described above and also seeks unspecified monetary damages. This case is stayed during the pendency of the shareholder lawsuit described above that has been dismissed. It is the expectation that this case will also be dismissed.
There have been no further updates as of the date of this report.
NOTE 15: PURCHASE OPTION AGREEMENT
On
March 24, 2026, the Company entered into an Option to Purchase Agreement with Wasatch Springs Management Holdings, LLC (“Wasatch
Springs”) for the potential purchase of the Zermatt Resort in Midway, Utah (the “Option Agreement”). Pursuant to the
terms of the Option Agreement, the Company acquired a 60-day option to purchase the Zermatt Resort from Wasatch Springs. The Company
paid $
Whether the Company elects to exercise the option depends on a number of factors, including, but not limited to successful completion of the following: (1) standard due diligence related to the property and resort operations; (2) restructuring negotiations with Wasatch Springs and the resort’s existing creditors and debtholders; (3) capital raising discussions and plans with the Company’s funding sources; and (4) completion of preliminary renovation plans. If any of the foregoing is not successfully completed, the Company would not elect to exercise the option. If the Company does elect to exercise the option, it would do so with the intention of operating the resort and completing a renovation of the property.
NOTE 16: SUBSEQUENT EVENTS
On
April 3, 2026, $
On April 28, 2026, the $
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements and the related notes contained herein. In addition to historical information, the following discussion contains forward looking statements based upon current expectations that are subject to risks and uncertainties. Actual results may differ substantially from those referred to herein due to a number of factors, including, but not limited to, risks described in the section entitled “Risk Factors” as noted in our Annual Report filed on Form 10-K for the year ended December 31, 2025 on March 31, 2026.
General
Our executive offices are located at 101 W. Broadway, Suite 1450, San Diego, California 92101, telephone (786) 738-9012. Our corporate website address is www.taprealestate.com.
Overview
The Company announced on December 31, 2025 that it has initiated a strategic corporate rebrand to TAP Real Estate Technologies, Inc. (“TAP Real Estate”), reflecting the Company’s sharpened focus on real estate asset acquisition, ownership, and blockchain-enabled real estate tokenization. In connection with the rebrand, the Company will also be submitting an application to change its ticker symbol, subject to regulatory approval.
TAP Real Estate is focused on the acquisition, management, and tokenization of real estate. The Company seeks to combine established real estate fundamentals with emerging digital and blockchain tokenization technologies in order to enhance transparency, operational efficiency, and investor access in the real estate industry.
The rebrand marks a formal repositioning of the Company toward the next generation of real estate capital formation, where traditional property ownership models converge with digital wallets, blockchain registries, smart contracts, and tokenized investment infrastructure.
Initial Capital Raise and Strategic Focus on Blockchain-Enabled Real Estate
As part of this transition, TAP Real Estate has secured $500,000 in initial investment capital to establish operations and support early-stage execution. The Company is actively evaluating a pipeline of residential, commercial, and hospitality real estate opportunities for potential fractional or full contribution to its balance sheet, alongside select tokenization opportunities to be offered through the TAP Invest platform.
Property evaluations are being conducted with a disciplined focus on asset quality, cash-flow durability, jurisdictional suitability, and long-term value creation. Particular emphasis is being placed on identifying properties that are well-positioned to support blockchain-tokenized capital inflows, interest-bearing yield structures, and digital ownership frameworks anticipated under emerging U.S. regulatory guidance expected in 2026.
A Public Company Model for the Next Era of U.S. Real Estate
In support of this strategy, TAP Real Estate has entered into a licensing agreement with TAP Inc., a private technology company headquartered in Salt Lake City, Utah, granting TAP Real Estate the right to utilize the proprietary TAP Platform technologies specifically for real estate use cases.
This agreement establishes a public company model designed to combine the benefits of a publicly held company (TAP Real Estate) with a patented, vertically integrated blockchain technology and intellectual property platform held as a private company (TAP).
Under this structure, TAP Real Estate will hold and manage select real estate assets, while leveraging licensed digital infrastructure to tokenize ownership interests, manage investor participation, and support compliant issuance and lifecycle administration.
The objective is to create a repeatable, compliant model for how real estate can be acquired, structured, tokenized, and administered within U.S. capital markets, serving as a blueprint for the broader industry.
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TAP Technology Platform: A Patented Rail System for Real Estate Transactions
The TAP Platform products that will be licensed by TAP Real Estate, specifically for tokenized real estate listings, includes:
TAP AI Analyzer - In addition to its core features of investment portfolio insights and tailoring, the analyzer is being developed to define real estate listings metrics and quality of properties for inclusion in the portfolio.
TAURUS AI-Agent - Serves as an agentic customer service agent, and, in the future, an automated payments agent across the lifecycle of real estate transactions.
TAP Wallet - Serves as an investor’s access and identity layer for tokenized real estate, helping abstract blockchain complexity while supporting security and compliance controls. The wallet is intended to hold tokenized interests, receive income distributions, and support permitted voting or corporate actions, while enabling onboarding and investor eligibility gating through KYC, accreditation verification (as applicable), and jurisdiction-based rules.
TAP Token Engine - Provides an issuance and lifecycle layer that converts approved real estate holding structures (such as SPVs) into tokenized interests with defined parameters. This includes supply configuration, ownership caps, transfer restrictions, and jurisdictional limitations where required. The Token Engine is intended to support the ongoing lifecycle of tokenized interests, including primary issuance, permitted secondary transfers, redemptions or buybacks, and select corporate actions.
TAP Smart Contracts - Encodes and enforces key rules of a tokenized real estate offering at the transaction level, including who can hold tokens and under what conditions transfers are permitted. The smart contract layer is intended to automate functions such as distributions, governance/voting, and other real estate specific mechanics, reducing reliance on manual processing and improving auditability.
TAP Invest - An investment platform with integrations across stocks, Mutual Funds, ETFs, digital assets, precious metals and real world assets with integrations across major brokerages, digital asset exchanges and broker-dealers such as Public, E*TRADE, Fidelity, Coinbase, Gemini, Kraken, Binance and more.
TAP Registry - Serves as the asset “source of truth” for the platform, operating as a private, semi-private, and public registry environment for real-world assets. The registry is intended to maintain the canonical record of each underlying real estate holding and its lifecycle events such as structuring, approvals, liens, transfers, redemptions, anchoring those records to a combination of public blockchains and permissioned infrastructure. For each asset, TAP Registry is designed to store structured metadata, document references such as deeds, appraisals, inspections, insurance, and compliance attestations in a tamper-evident format, while separating public verification data from confidential owner, counterparty, and transaction details. This registry layer is intended to power authentication, registry, and transfer of tokenized interests across the TAP platform, and to provide an auditable history that can be consumed by the TAP Wallet, TAP Token Engine, TAP Smart Contracts, and downstream real estate ecosystem partners such as title, mortgage, brokerage, and marketplace platforms, for integrations.
TAPs - TAP Real Estate and TAP will also collaborate on the structure and issuance of Tokenized Asset Portfolios (TAPs), being designed as a next-generation evolution beyond legacy real estate investment trusts (REITs). These portfolios are intended to modernize real estate capital formation, ownership, and liquidity through blockchain-enabled infrastructure, and can be developed in coordination with ecosystem partners across real estate, title, mortgage, and adjacent transactional industries.
At a high level, the TAP platform will operate through a streamlined, end-to-end lifecycle designed to ensure regulatory compliance, operational integrity, and investor transparency. Each real estate asset will first be approved and structured through a formal legal and compliance review. Once approved, the issuance is configured within the Token Engine, including token supply, investor permissions, and economic parameters. Purpose-built smart contracts are then deployed to enforce transaction logic and compliance at the protocol level. Investors are onboarded through the Invest Platform, where identity verification and eligibility checks are completed prior to participation. Following onboarding, the primary issuance is executed and tokens are delivered directly to investor wallets. After issuance, the platform supports ongoing administration, including distributions, governance actions, and permitted transfers, providing a fully managed and auditable post-issuance environment.
TAP Real Estate plans to drive revenues through a blend of management fees, listing fees and success fees on tokenized listings of real estate listings; as well as adding to the balance-sheet value any properties that are attributed to the TAP Real Estate portfolio after vetting by the TAP Real Estate team.
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Patented Intellectual Property and Regulatory Alignment
The TAP intellectual property portfolio includes U.S. Patent 12,118,613, “System and Method for Transferring Currency Using Blockchain” (Foote et al., valid through 2041). The patent contemplates the transfer of stablecoins, digital assets, and tokenized currencies between digital wallets and computer systems, with direct applicability across escrow, payment, and settlement workflows in real estate, title, and mortgage transactions. Additional patents are pending in areas related to blockchain tokenization of assets, multi-asset tokenized baskets, and real-world assets.
Results of Continuing Operations for the Three Months Ended March 31, 2026 and 2025
The following table sets forth the summary operations for the three months ended March 31, 2026 and 2025:
| For the Three Months Ended | ||||||||
| March 31, 2026 | March 31, 2025 | |||||||
| Revenues | $ | - | $ | - | ||||
| Cost of Revenues | $ | - | $ | - | ||||
| Gross Profit | $ | - | $ | - | ||||
| Professional Fees | $ | 193,588 | $ | 391,861 | ||||
| Settlement | $ | - | $ | - | ||||
| General and Administrative Expenses | $ | 1,558,659 | $ | 988,632 | ||||
| Interest Expense | $ | (35,504 | ) | $ | (1,267,822 | ) | ||
| Amortization of Debt Discounts | $ | (342,828 | ) | $ | (117,474 | ) | ||
| Loss on investee | $ | - | $ | (68,165 | ) | |||
| Change in fair value of derivative liabilities | $ | 176,839 | $ | 11,573 | ||||
| Derivative expense | $ | (706,806 | ) | $ | (585,608 | ) | ||
| Loss on conversion of convertible notes payable and exchange of warrants | $ | (302,730 | ) | $ | (577,315 | ) | ||
| Provision for Income Taxes | $ | - | $ | - | ||||
| Net Loss from Continuing Operations | $ | (2,963,276 | ) | $ | (3,985,304 | ) | ||
Revenues and Cost of Revenues and Gross Profit
Revenues, cost of revenues and gross profit for the three months ended March 31, 2026 and 2025 are related to our operations that are reflected in discontinued operations. The Company was focused on the business of FinCapital which consisted of one singular asset which were minerals located in Brazil until the fourth quarter of 2025 when they focused on the rebranding of the Company to TAP Real Estate. There are no revenues, cost of revenues or gross profit for either of the two periods in 2026 and 2025 in continuing operations.
Operating Expenses
Operating expenses for the three months ended March 31, 2026 were $1,752,247 as compared to $1,380,493 for the three months ended March 31, 2025, an increase of $371,754. Operating expenses consists of professional fees, settlement expenses and general and administrative expenses as fully described below. We expect our professional fees to increase in our next 12 months as we look to scale our TAP Real Estate Technologies business. Our non-cash stock-based compensation related to our warrants will cease as the vesting period runs through June 30, 2026.
Professional Fees
Professional fees which consist of contracted individuals and companies, legal, audit and accounting costs for the three months ended March 31, 2026 were $193,588 compared to $391,861 for the three months ended March 31, 2025. The decrease in professional fees is related to the professional fees incurred in regulatory filings including OTC compliance and reporting as well as increases in consultant costs in 2025 versus 2026. We expect that these costs will increase during 2026.
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General and Administrative
General and administrative expenses for the three months ended March 31, 2026 were $1,558,659 compared with $988,632 for the three months ended March 31, 2025. The increase in general and administrative expenses was $570,027. Much of the increase in general and administrative expenses relates to increases in stock-based compensation due to new employment agreements, offset by payroll and payroll-related expenses due to less personnel employed, and decreases in travel costs, computer software, meals and entertainment, bank charges due to reductions in operations as we transitioned into TAP Real Estate.
Other Income (Expense)
In the three months ended March 31, 2026 we incurred $1,211,029 in other expenses, compared to $2,604,811 in other expenses in the three months ended March 31, 2025, a decrease of $1,393,782 in other expenses. The other expenses relate to amortization of discounts, interest expense and losses on the conversion of convertible notes, changes in fair value of derivative liabilities, derivative expense, and a loss on investee.
Net Loss from Continuing Operations
Net loss from operations from continuing operations for the three months ended March 31, 2026 was ($2,963,276) as compared to a net loss of ($3,985,304) for the three months ended March 31, 2025. The $1,022,028 decrease in the net loss was due to the changes noted herein.
Liquidity and Capital Resources
Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. Significant factors in the management of liquidity are funds generated by operations, levels of accounts receivable and accounts payable and capital expenditures.
During the past two years, we devoted a substantial amount of capital to build out our platform and as a result our working capital deficit and accumulated deficit have increased significantly. In addition, we have incurred significant debt from both unrelated and related parties to assist in supporting our operations.
As discussed above in Note 1, the Company has recently begun a rebranding to TAP Real Estate in efforts to build sustaining operations and drive cash flow.
As of March 31, 2026, we had $6,682 in cash. During the last two years we built our platform and grew our operations by acquiring companies to support what we consolidated into HUMBL.com, prior to the sale to TAP. The acquisitions of Tickeri and Monster, which have since been disposed of, increased our debt and our common shares issued as we spent very little cash in these acquisitions.
We had a working capital deficit of $3,592,070 and $2,870,414 as of March 31, 2026 and December 31, 2025, respectively. The majority of our current liabilities are in the form of notes payable, and accounts payable and accrued expenses. It is expected that a portion of these liabilities will require cash to settle them. The decrease in working capital is the direct result of proceeds received from convertible notes payable, accrued interest and accrued expenses in the three months ended March 31, 2026. A significant portion of the investment in TAP Holdco received in February 2025 was exchanged for Series C Preferred shares in August 2025. As a result of the operating losses and working capital deficit, management has determined that there is substantial doubt about the Company’s ability to continue as a going concern.
Net cash used in operating activities was $389,384 and $298,235 for the three months ended March 31, 2026 and 2025, respectively. The $91,149 increase in net cash used in operating activities was primarily a result of the change in the net (loss) income and the non-cash charges impacting our net loss from 2025 to 2026, such as the gain on sale of HUMBL.com, losses on the conversion of convertible notes, extinguishment of debt and stock-based compensation.
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We had no activities from investing activities in the three months ended March 31, 2026 and 2025 other than the balance of the proceeds received from TAP for the sale of HUMBL.com and related assets in the amount of $2,000,000 in 2025, and the deposit paid on an option for $250,000 and $695,000 in cash paid for license fees in 2026.
Cash provided by financing activities was $1,215,000 and $377,000 for the three months ended March 31, 2026 and 2025, respectively. In 2026, the Company raised $705,000 from the proceeds from convertible notes payable, and $510,000 from proceeds for the sale of common stock for which the shares have not been issued as of March 31, 2026. In 2025, we raised $365,000 from proceeds of convertible notes payable and $12,000 from related party notes payable.
The consolidated financial statements of the Company have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable period. The consolidated financial statements of the Company do not include any adjustments that may result from the outcome of the uncertainties.
Off-Balance Sheet Arrangements
As March 31, 2026 and December 31, 2025, we had no off-balance sheet arrangements.
Critical Accounting Policies
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. 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 reported amounts of revenues and expenses during the reporting period. These estimates include, but are not limited to, management’s estimate of provisions required for permanent and temporary differences related to income taxes, liabilities to accrue, estimates of the fair value and determination of the fair value of stock awards. Actual results could differ from those estimates.
Fair Value of Financial Instruments
ASC 825 Financial Instruments requires the Company to disclose estimated fair values for its financial instruments. Fair value estimates, methods, and assumptions are set forth below for the Company’s financial instruments: The carrying amount of cash, accounts receivable, prepaid and other current assets, accounts payable and accrued liabilities, and amounts payable to related parties, approximate fair value because of the short-term maturity of those instruments.
Fair Value Measurements
ASC 820 Fair Value Measurements defines fair value, establishes a framework for measuring fair value in accordance with GAAP, and expands disclosure about fair value measurements. ASC 820 classifies these inputs into the following hierarchy:
Level 1 inputs: Quoted prices for identical instruments in active markets.
Level 2 inputs: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.
Level 3 inputs: Instruments with primarily unobservable value drivers.
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Level 3 inputs are unobservable inputs for the asset or liability and are used when observable market data is not available. The Company’s Level 3 investments primarily consist of derivative liabilities for which little or no market activity exists.
The fair value of Level 3 investments is estimated using valuation techniques that incorporate significant unobservable inputs and reflect the Company’s assumptions about the assumptions that market participants would use in pricing the asset or liability. The Company applies a combination of valuation approaches, including the market approach, income approach, and, when applicable, the cost approach, depending on the nature of the investment and the availability of relevant information.
Under the market approach, fair value is estimated based on observable transactions for similar instruments, including recent third-party transactions in the same or comparable investments, or by applying valuation multiples derived from comparable public companies or precedent transactions. Significant inputs may include EBITDA or revenue multiples, liquidity discounts, control premiums, and adjustments for differences in growth prospects, profitability, and risk characteristics.
Under the income approach, the Company utilizes discounted cash flow models or other present value techniques to estimate fair value. These models incorporate significant assumptions, including projected revenues and expenses, expected cash flows, discount rates, terminal growth rates, and timing of exit. Discount rates are generally developed using a weighted-average cost of capital that reflects current market conditions and the risks inherent in the investment.
For certain investments, particularly illiquid debt instruments, valuation techniques may incorporate expected recovery values, probability-weighted scenarios, default assumptions, and credit spreads. For complex or structured instruments, option pricing models or simulation techniques may also be used.
The determination of fair value for Level 3 investments requires significant management judgment. The Company calibrates its valuation techniques to transaction prices, when available, and periodically evaluates and updates key assumptions to reflect current market conditions and specific investment performance. Changes in valuation techniques or significant increases or decreases in unobservable inputs may result in materially different fair value measurements.
The Company may utilize information from independent third-party valuation specialists to assist in determining fair value. The Company evaluates the methodologies, significant assumptions, and outputs of such specialists, and performs procedures to assess the reasonableness of the valuations, including back-testing against realized transactions, comparison to relevant market data, and sensitivity analyses over significant unobservable inputs.
Given the inherent uncertainty associated with the use of unobservable inputs, the estimated fair values of Level 3 investments may differ materially from the values that would have been used had an active market existed for such investments.
Non-Equity Method Equity Securities
The Company holds investments in equity securities that are accounted for in accordance with ASC 321. These investments consist of equity interests in privately held and publicly traded entities over which the Company does not have a controlling financial interest or significant influence.
Equity securities with readily determinable fair values are measured at fair value at each reporting date, with unrealized gains and losses recognized in earnings.
For equity securities without readily determinable fair values, the Company has elected the measurement alternative in accordance with ASC 321-10-35. Under this alternative, investments are carried at cost, adjusted for observable price changes in orderly transactions for identical or similar investments of the same issuer, less impairment, if any.
The Company performs a qualitative assessment for impairment at each reporting period. If an investment is determined to be impaired, the Company writes down the investment to its fair value and recognizes the resulting loss in earnings. Impairment losses are not reversed in subsequent periods.
Dividend income is recognized in earnings when declared, to the extent such amounts are not considered a return of investment.
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Equity Method Investments
The Company accounts for investments in entities over which it has significant influence, but not control or joint control, using the equity method of accounting under ASC 323. Significant influence is generally presumed to exist when the Company holds 20% or more of the voting power of the investee, unless it can be clearly demonstrated that such influence does not exist.
Under the equity method, the investment is initially recognized at cost, and the carrying amount is subsequently adjusted to recognize the Company’s share of the investee’s net income or loss, which is recognized in the consolidated statement of operations. The carrying amount of the investment is also adjusted for the Company’s share of other comprehensive income or loss of the investee and is reduced by any dividends received from the investee.
If the Company’s share of losses in the equity method investee exceeds the interest in the investee, the carrying amount of the investment is reduced to zero, and recognition of further losses is discontinued unless the Company has incurred obligations or made payments on behalf of the investee.
The Company assesses its equity method investments for indicators of impairment at each reporting period. If impairment indicators exist and the fair value of the investment has declined below its carrying value and is deemed to be other than temporary, an impairment loss is recognized in the consolidated statements of operations.
The Company eliminates unrealized gains and losses on transactions with equity method investees to the extent of the interest in the investee.
When such investments fall below the threshold of 20% which occurred in 2025, as is the case with TAP HoldCo, they no longer will include the share of gains and losses of the investee and the Company will assess the value of that investment to determine whether the investment has been impaired as there is no such readily determinable market value for those investments.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15(d)-15(e) under the Exchange Act) as of March 31, 2026. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2026, our disclosure controls and procedures were not effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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Inherent Limitations on Effectiveness of Controls
Our management, including our Chief Executive Officer and Chief Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives. However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
PART II — OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On May 19, 2022, we were named as a defendant in a putative shareholder derivative class action lawsuit filed in the United States District Court for the Southern District of California styled Matt Pasquinelli and Bryan Paysen v. HUMBL, LLC, Brian Foote, Jeffrey Hinshaw and George Sharp, Case No. 22CV0723 AJB BLM. The complaint alleges federal securities law violations by the Company, including false or misleading statements regarding our business and operations, that the HUMBL Pay App did not have the functionality that it promised to investors and that several international business partnerships had a low chance of contributing material revenues to our bottom line, and sales of unregistered securities through our BLOCK Exchange Traded Index products, which plaintiffs allege caused a decline in the market value of our shares of common stock. Plaintiffs seek unspecified monetary damages. On July 7, 2023, the United States District Court for the Southern District of California granted our Motion to Transfer Venue and transferred the case to the District Court of Delaware. On October 30, 2023, we filed a Motion to Dismiss the lawsuit with the District Court of Delaware which the parties have fully briefed. On March 27, 2025, the court granted our motion and dismissed the case without prejudice. On April 10, 2025, the plaintiffs filed an amended complaint. On May 15, 2025, we filed a Motion to Dismiss the amended complaint with the District Court of Delaware. On December 19, 2025, a Memorandum Order was issued by the United States District Court for the District of Delaware has dismissed, with prejudice, the Second Amended Class Action Complaint filed against the Company and the current and former officers and directors, fully terminating the claims against all defendants. On January 15, 2026, the plaintiffs filed a notice of appeal with the United States Court of Appeals for the Third Circuit. On March 5, 2026, following discussions with the Company’s counsel that the appeal was premature in light of the case against one of the defendants in the trial court not being resolved, plaintiffs’ counsel notified the Company that the plaintiffs intended to withdraw the appeal, and the Company consented to the withdrawal. Should the plaintiffs refile their appeal, the Company will vigorously oppose it.
On July 14, 2022, we were named as a defendant in a shareholder derivative class action lawsuit filed in the Delaware Chancery Court styled Mike Armstrong, derivatively on behalf of HUMBL, Inc. v. Brian Foote, Jeffrey Hinshaw, George Sharp, Michele Rivera, and William B. Hoagland (Case No. 2022-0620). This case alleges the same claims as the Pasquinelli litigation described above and also seeks unspecified monetary damages. This case is stayed during the pendency of the shareholder lawsuit described above that has been dismissed. It is the expectation that this case will also be dismissed.
There have been no further updates to this as of the date of filing.
ITEM 1A. RISK FACTORS
Not applicable as we are a smaller reporting company.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
We did not sell any unregistered equity securities during the period covered by this Quarterly Report on Form 10-Q.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
None.
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ITEM 6. EXHIBITS
| Exhibit | Incorporated by Reference | Filed or Furnished | ||||||||
| No. | Exhibit Description | Form | Date | Number | Herewith | |||||
| 31.1 | Certification of Chief Executive Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002 | Filed | ||||||||
| 31.2 | Certification of Principal Financial Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002 | Filed | ||||||||
| 32.1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Filed | ||||||||
| 101.INS | Inline XBRL Instance Document | Filed | ||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | Filed | ||||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | Filed | ||||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | Filed | ||||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | Filed | ||||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | Filed | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||||
Copies of this report (including the financial statements) and any of the exhibits referred to above will be furnished at no cost to our stockholders who make a written request to our Corporate Secretary at TAP Real Estate Technologies Inc., 101 W. Broadway, Suite 1450, San Diego, California 92101, telephone (786) 738-9012.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| TAP Real Estate Technologies, Inc. | ||
| Date: May 13, 2026 | By: | /s/ GREGORY L. HOPKINS |
| Gregory L. Hopkins | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| Date: May 13, 2026 | By: | /s/ JEFFREY HINSHAW |
| Jeffrey Hinshaw | ||
| Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) | ||
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