NOTE 1: NATURE OF OPERATIONS

TAP Real Estate Technologies, Inc. (formerly HUMBL, Inc.) (the “Company” 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. 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 its strategy, TAP Real Estate entered into a licensing agreement with TAP, Inc., a private technology company headquartered in Salt Lake City, Utah. The agreement grants TAP Real Estate the right to utilize certain proprietary TAP Platform technologies and intellectual property for real estate-related applications.

These technologies include consumer-facing applications, enterprise software, digital asset administration tools, and real estate workflow solutions designed to support the Company’s acquisition, management, and tokenization strategy

The Company’s business model is designed to combine the access, transparency, and reporting framework of a publicly held real estate company with licensed technology infrastructure developed to support digital asset management, real estate transactions, investor participation, and blockchain-enabled ownership structures.

Under this model, TAP Real Estate intends to acquire, hold, operate, and manage select real estate assets while utilizing the licensed TAP technology infrastructure to support property administration, digital recordkeeping, investor onboarding, tokenization, compliant issuance, distributions, and lifecycle management.

The Company’s objective is to develop a scalable and repeatable model through which real estate assets may be acquired, operated, structured, financed, and, where appropriate, tokenized within applicable U.S. legal and regulatory frameworks.

Subsequent to June 30, 2026, the Company launched TAPRealEstate.com and MyHomeCloud™ as foundational components of this strategy. TAPRealEstate.com serves as the public-facing platform for the Company’s real estate technology ecosystem, while MyHomeCloud™ provides homeowners with a digital platform for organizing and managing important property information. The Company believes these products expand its addressable market beyond real estate investment and tokenization by establishing direct technology offerings for homeowners, property operators, and other participants in the residential real estate ecosystem.

TAP Technology Platform: A Patented Rail System for Real Estate Transactions

The TAP Platform products that has been 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.

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.

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 June 30, 2026, we had $165,611 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 $3,293,389 and $2,870,414 as of June 30, 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 increase in working capital deficit is the direct result of proceeds received from convertible notes payable, changes in derivative liability, accrued interest and accrued expenses in the six months ended June 30, 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 $600,455 and $1,427,227 for the six months ended June 30, 2026 and 2025, respectively. The $826,772 decrease 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 six months ended June 30, 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, $125,000 in cash paid under a note receivable and $695,000 in cash paid for license fees in 2026.

Cash provided by financing activities was $1,710,000 for the six months ended June 30, 2026 and cash used in financing activities was $467,711 for the six months ended June 30, 2025, respectively. In 2026, the Company raised $855,000 from the proceeds from convertible notes payable, and $855,000 from proceeds for the sale of common stock for which the shares have not been issued as of June 30, 2026. In 2025, we raised $675,000 from proceeds of convertible notes payable and $12,000 from related party notes payable, and repaid $750,000 in notes payable and $404,711 in 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.