v3.26.1
NATURE OF OPERATIONS
3 Months Ended
Mar. 31, 2026
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
NATURE OF OPERATIONS

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 $500,000 in initial investment capital to establish operations and support early-stage execution (See Note 9). 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.

 

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.

 

 

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.

 

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.