[10-Q] Dogecoin Cash, Inc. Quarterly Earnings Report
Dogecoin Cash, Inc. (DOGP) filed its Q3 2025 10‑Q reporting modest operating activity and significant losses. Revenue was $190,564 for the quarter, up 1% year over year, with gross margin at 64%. Quarterly loss from operations was $147,169, and net loss was $178,443.
For the nine months ended September 30, 2025, revenue was $567,501 (down 13%), reflecting increased competition in cannabis tele‑medicine. Total operating expenses fell 17% to $792,591, but the company recorded a $7,079,850 impairment tied to digital assets held by a subsidiary, driving a consolidated nine‑month net loss of $7,581,141. Cash used in operations was $36,658.
Liquidity remains tight: cash was $29,978 at quarter‑end, with an accumulated deficit of $84,305,776 and 160,109,031 common shares outstanding as of September 30, 2025. Management states the financial statements are prepared under a going concern basis and notes the need to raise capital, which would dilute current shareholders. Disclosure controls and procedures were deemed not effective due to material weaknesses stemming from a small accounting staff.
- None.
- Going concern warning: substantial doubt cited amid continued losses and limited cash
- Material weaknesses in disclosure controls due to small accounting staff
- Large impairment: $7,079,850 digital asset write‑down drove a $7,581,141 nine‑month net loss
- Liquidity tightness: cash $29,978 at quarter‑end with need to raise dilutive capital
Insights
Severe loss, weak controls, and tight cash elevate risk.
DOGP posted Q3 revenue of
Liquidity strain is clear: quarter‑end cash of
Governance/controls add risk: management concluded disclosure controls were not effective due to material weaknesses. Actual outcomes hinge on access to external financing and stabilization of operations; timing is not specified in the excerpt.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
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| For the quarterly period ended: |
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or | |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
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| For the transition period from: _____________ to _____________ |
Commission File Number:
(Exact name of registrant as specified in its charter) |
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(State or Other Jurisdiction |
| (I.R.S. Employer |
of Incorporation) |
| Identification No.) |
(Address of Principal Executive Office) (Zip Code)
(
(Registrant’s telephone number, including area code)
N/A
(Former name, former address, and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol | Name of each exchange on which registered. |
None |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☐ | Smaller reporting company | ||
Emerging growth company |
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If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
The number of shares of the issuer’s Common Stock outstanding as of September 30, 2025 is
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements.
Attached after signature page.
Item 1C. Cybersecurity
We recognize the critical importance of developing, implementing, and maintaining robust cybersecurity measures to safeguard our information systems and protect the confidentiality, integrity, and availability of our data. We currently have security measures in place to protect our clients, customers, employees, and vendor information and prevent data loss and other security breaches. We only use third party software for accounting, billing and payroll that has robust compliance and is actively involved in continuous assessment of risks from cybersecurity threats, including prevention, mitigation, detection, and remediation of cybersecurity incidents.
Our CEO is responsible for overseeing our business operations and is responsible for day-to-day assessment and confers weekly with subsidiary webmaster to understand any risks from cybersecurity threats, including the prevention, mitigation, detection, and remediation of cybersecurity incidents.
As our core operations are virtual, it is routine to undertake activities to prevent, detect, and minimize the effects of cybersecurity incidents, maintain business continuity, contingency, and have recovery plans for use in the event of a cybersecurity incident by the administering of local and cloud based back up of files and emails. We currently do not carry a cyber liability insurance policy but are evaluating whether to acquire one to mitigate any financial impact of a cybersecurity breach.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Certain statements in this Report constitute “forward-looking statements.” Such forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. Factors that might cause such a difference include, among others, uncertainties relating to general economic and business conditions; industry trends; changes in demand for our products and services; uncertainties relating to customer plans and commitments and the timing of orders received from customers; announcements or changes in our pricing policies or that of our competitors; unanticipated delays in the development, market acceptance or installation of our products and services; changes in government regulations; availability of management and other key personnel; availability, terms, and deployment of capital; relationships with third-party equipment suppliers; and worldwide political stability and economic growth. The words “believe,” “expect,” “anticipate,” “intend” and “plan” and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made.
Results of Operations
Three Months Ended September 30, 2025 compared with the Three Months Ended September 30, 2024
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| September 30, |
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2025 | 2024 | |||||||||||||||
REVENUE |
| $ | 190,564 |
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| $ | 189,121 |
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| $ | 1,443 |
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| 1 | % |
Cost of revenues |
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| 68,615 |
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| 70,249 |
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| (1,634) |
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Cost of sales % of total sales |
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| 36 | % |
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| 37 | % |
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| (1) | % |
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| (3) | % |
Gross profit |
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| 121,949 |
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| 118,872 |
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| 3,077 |
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| 3 | % |
Gross profit % of sales |
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| 64 | % |
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| 63 | % |
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EXPENSES |
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Professional fees |
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| 70,309 |
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| 114,456 |
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| (44,147) |
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| (39) | % |
Depreciation and amortization |
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| 301 |
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| 301 |
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| –– |
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| –– | % |
Wages and salaries |
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| 77,878 |
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| 82,293 |
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| (4,415) |
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| (5) | % |
Advertising |
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| 394 |
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| 996 |
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| (602) |
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| (60) | % |
General and administrative |
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| 120,236 |
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| 102,673 |
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| 17,563 |
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| 17 | % |
Total expenses |
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| 269,118 |
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| 300,719 |
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| (31,601) |
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| (11) | % |
NET LOSS FOR THE PERIOD FROM CONTINUING OPERATIONS |
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| (147,169) |
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| (181,847) |
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| 34,678 |
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| (19) | % |
Revenue for the three months ended September 30, 2025, increased 1% compared to the three months ended September 30, 2024. Cost of revenues as a percentage of sales decreased 2% between the periods. The increase in revenues was primarily attributable to a modest uptick in patient certifications through PrestoDoctor, driven by recent state-market expansions, new referral arrangements with retailers, and enhanced marketing initiatives. The demand for our services remained relatively consistent during the three months ended September 30, 2025, with revenues reflecting stable patient activity levels.
Nine Months Ended September 30, 2025 compared with the Nine Months Ended September 30, 2024
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| September 30, |
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2025 | 2024 | |||||||||||||||
REVENUE |
| $ | 567,501 |
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| $ | 648,643 |
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| $ | (81,142) |
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| (13) | % |
Cost of revenues |
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| 207,109 |
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| 253,369 |
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| (46,260) |
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| (18) | % |
Cost of sales % of total sales |
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| 36 | % |
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| 39 | % |
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| (3) | % |
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| (7) | % |
Gross profit |
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| 360,392 |
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| 395,274 |
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| (34,882) |
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| (9) | % |
Gross profit % of sales |
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| 64 | % |
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| 61 | % |
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EXPENSES |
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Professional fees |
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| 149,221 |
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| 263,690 |
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| (114,469) |
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| (43) | % |
Depreciation and amortization |
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| 904 |
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| 3,028 |
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| (2,124) |
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| (70) | % |
Wages and salaries |
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| 227,295 |
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| 293,373 |
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| (66,078) |
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| (23) | % |
Advertising |
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| 2,893 |
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| 8,928 |
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| (6,035) |
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| (68) | % |
General and administrative |
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| 412,278 |
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| 380,838 |
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| 31,440 |
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| 8 | % |
Total expenses |
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| 792,591 |
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| 949,857 |
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| (157,266) |
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| (17) | % |
NET LOSS FOR THE PERIOD FROM CONTINUING OPERATIONS |
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| (432,199) |
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| (554,583) |
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| 122,384 |
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| (22) | % |
Revenue for the nine months ended September 30, 2025, decreased 13% compared to the nine months ended September 30, 2024. Cost of revenues as a percentage of sales decreased 18% between the periods. The decrease in revenues is primarily a result of the significant increase in competition for market share in the cannabis tele-medicine industry. This decrease in the demand for our service continued during the second quarter of 2025.
Total operating expenses decreased in September 30, 2025 compared with 2024 which trended down as did revenue in the current period. Decreases in professional fees, depreciation & amortization, wages and salaries, and advertising expenses. PrestoDoctor management salaries also decreased during the nine months ended September 30, 2025. PrestoDoctor wages and salaries decreased approximately $66,000, or 23%, to $227,295 for the nine months ended September 30, 2025, compared with $293,373 for the nine months ended September 30, 2024. The decrease primarily reflects lower staffing levels and continued cost-management efforts at PrestoDoctor, while management compensation remained generally consistent period over period.
Liquidity and Capital Resources
Cash used in operating activities was $36,658 in the nine months ended September 30, 2025. We ended the third quarter of 2025 with $29,978 in cash on hand.
The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. We incurred net losses of $7,581,141 and $854,454, respectively, for the nine months ended September 30, 2025 and 2024 and had an accumulated deficit of $84,305,776 as of September 30, 2025. The Company may seek to raise money for working capital purposes through a public offering of its equity capital or through a private placement of equity capital or convertible debt. It will be important for the Company to be successful in its efforts to raise capital in this manner if it is going to be able to further its business plan in an aggressive manner. Raising capital in this manner will cause dilution to current shareholders.
The amount of cash on hand the Company has does not provide sufficient liquidity to meet the immediate needs of our current operations.
Off Balance Sheet Arrangements
None
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not required.
Item 4. Controls and Procedures.
Disclosure Controls and Procedures
Conclusions of Management Regarding Effectiveness of Disclosure Controls and Procedures
At the end of the period covered by this Quarterly Report on Form 10-Q, an evaluation was carried out under the supervision and with the participation of the Company’s management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operations of the Company’s disclosure controls and procedures (as defined in Rule 13a – 15(e) and Rule 15d – 15(e) under the Exchange Act). Based on that evaluation, the CEO and the CFO have concluded that as of the end of the period covered by this report, the Company’s disclosure controls and procedures were not effective as it was determined that there were material weaknesses affecting our disclosure controls and procedures.
Management of the Company believes that these material weaknesses are due to the small size of the company’s accounting staff. The small size of the Company’s accounting staff may prevent adequate controls in the future, such as segregation of duties, due to the cost/benefit of remediation. To mitigate the current limited resources and limited employees, we rely heavily on direct management oversight of transactions, along with the use of external legal and accounting professionals. As the Company grows, management expects to increase the number of employees, which will enable us to implement adequate segregation of duties within the internal control framework.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting during the quarter ended September 30, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II – OTHER INFORMATION
Item 1. Legal Proceedings.
We are not a party to any material legal proceedings, and, to the best of our knowledge, no such legal proceedings have been threatened against us.
Item 1A. Risk Factors
Not required.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
None.
Item 6. Exhibits.
The following documents are included as exhibits to this report:
(a) Exhibits
Exhibit Number |
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| Notes |
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3.1 |
| 3 |
| Articles of Incorporation |
| (1) |
3.2 |
| 3 |
| Bylaws |
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31.1 |
| 31 |
| Section 302 Certification of Principal Executive Officer |
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31.2 |
| 31 |
| Section 302 Certification of Principal Financial Officer |
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32.1 |
| 32 |
| Section 1350 Certification of Principal Executive Officer |
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32.2 |
| 32 |
| Section 1350 Certification of Principal Financial Officer |
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101.INS |
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| XBRL Instance Document |
| (2) |
101.SCH |
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| XBRL Taxonomy Extension Schema |
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101.CAL |
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| XBRL Taxonomy Extension Calculation Linkbase |
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101.DEF |
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| XBRL Taxonomy Extension Definition Linkbase |
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101.LAB |
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| XBRL Taxonomy Extension Label Linkbase |
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101.PRE |
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| XBRL Taxonomy Extension Presentation Linkbase |
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(1) Incorporated by reference to Exhibits 3.01 and 3.02 of the Company’s Registration Statement on Form 10 filed January 28, 2009.
(2) XBRL information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934, and is not subject to liability under those sections, is not part of any registration statement or prospectus to which it relates and is not incorporated or deemed to be incorporated by reference into any registration statement, prospectus or other document.
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.
Dogecoin Cash, Inc.
Date: November 13, 2025
By: | /s/ David Tobias |
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| David Tobias Principal Executive Officer Principal Financial Officer |
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DOGECOIN CASH, INC. |
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FINANCIAL STATEMENTS - UNAUDITED – for the three and six months ended June 30, 2025 and 2024: | |||
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Condensed consolidated balance sheets |
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Condensed consolidated statements of operations |
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Condensed consolidated statements of changes in stockholders’ equity |
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Condensed consolidated statements of cash flows |
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Notes to condensed consolidated financial statements |
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DOGECOIN CASH, INC. |
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CONDENSED CONSOLIDATED BALANCE SHEETS - UNAUDITED |
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ASSETS |
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Current Assets |
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Investment in equity securities, at fair value |
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Total Current Assets |
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Advances to related parties, net of allowance for bad debts |
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Total Assets | $ |
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LIABILITIES AND STOCKHOLDERS' DEFICIT |
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Current Liabilities |
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Total Current Liabilities |
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Total Liabilities |
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Commitments and contingencies (Notes 6 and 8) |
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Total Cannabis Sativa, Inc. Stockholders' Deficit | ( |
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Total Liabilities and Stockholders' Deficit | $ |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. | |||
F-2
DOGECOIN CASH, INC. |
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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED |
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Revenues |
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Operating Expenses |
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Depreciation and amortization |
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Total Operating Expenses |
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Loss from Operations |
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Impairment expense - digital currency |
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Interest expense |
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Total Other Income and (Expenses), Net |
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Loss Before Income Taxes |
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Net Loss for the Period |
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Loss for the period attributable to non-controlling interest - PrestoCorp and Meme Coins Inc. |
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Net Loss for the Period Attributable To Cannabis Sativa, Inc. |
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Net Loss for the Period per Common Share: Basic & Diluted |
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Weighted Average Common Shares Outstanding: |
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Basic & Diluted |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. | ||||||||||||||||
F-3
DOGECOIN CASH, INC. | |||||||||||||||||||
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CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024 - UNAUDITED | |||||||||||||||||||
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| Common Stock |
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| Shares |
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| Additional Paid-In Capital |
| Warrant Equity |
| Accumulated Deficit |
| Non-controlling Interest - Prestocorp |
| Non-controlling Interest - Meme Coins Inc | Total | |
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Balance - January 1, 2024 |
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Net loss for the period |
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Balance - March 31, 2024 |
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Common stock issued - notes payable conversion |
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Common stock issued for services in accounts payable |
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Net loss for the period |
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Balance - June 30, 2024 |
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Common stock issued - note payable conversion |
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Net loss for the period |
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Balance - September 30, 2024 |
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| $ | $ | ||
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Balance - January 1, 2025 |
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Net loss for the period |
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Balance - March 31, 2025 |
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Common stock issued - notes payable conversion |
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Common stock issued - acquisition of DogeCoin Cash Tokens |
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Preferred stock of Subsidiary issued - acquisition of DogeCoin Cash Tokens |
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Preferred stock issued - dividend payable |
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Net loss for the period |
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Balance - June 30, 2025 |
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Preferred Stock Dividend Issued |
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Value of Cashless Warrants Exercised |
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Common stock issued for services in stock payable |
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Common stock issued for exercised cashless warrants |
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Net loss for the period |
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Balance - September 30, 2025 |
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| The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. |
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F-4
DOGECOIN CASH, INC. | ||||||
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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED |
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For the nine months ended September 30, |
| 2025 |
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| 2024 | |
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Cash Flows From Operating Activities: |
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Net loss for the period |
| $( |
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Adjustments to reconcile net loss for the period to net cash |
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used in operating activities: |
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Allowance for bad debt |
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Unrealized (gain) loss on investments |
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Impairment expense - digital currency |
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Depreciation and amortization |
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Professional fee expense paid with note payable conversion |
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Loss on debt settlement |
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Loss on return of investment securities |
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Stock payable for services |
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Note payable issued for services |
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Officer short swing profit repayment |
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Warrant cost included in interest expense |
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Account payable converted to note payable |
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Changes in Assets and Liabilities: |
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Accounts payable and accrued expenses |
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Fair value of convertible component in convertible loans |
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Accrued interest - related parties |
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Net Cash Used in Operating Activities |
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Cash Flows from Investing Activities: |
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Advances to related party |
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Net Cash Used in Investing Activities |
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Cash Flows from Financing Activities: |
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Proceeds from convertible notes payable |
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Proceeds from related parties notes payable, net |
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Net Cash Provided by Financing Activities |
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NET CHANGE IN CASH |
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CASH AT BEGINNING OF PERIOD |
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CASH AT END OF PERIOD |
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Supplemental Disclosures of Non Cash Activities: |
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Noncash investing and financing activities |
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Preferred shares issued for divided payable included in stock payable |
| $ |
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| $ | |
Preferred shares of subsidiary issued in acquisition of digital currency |
| $ |
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| $ | |
Common shares issued in acquisition of digital currency |
| $ |
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| $ | |
Shares issued in consideration of convertible notes and interest payable - related parties |
| $ |
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| $ | |
Shares issued in consideration of convertible notes payable |
| $ |
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| $ | |
Convertible note issued for payable |
| $ |
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| $ | |
Common stock issued for services in accounts payable |
| $ |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. | ||||||
F-5
DOGECOIN CASH, INC.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – UNAUDITED
For the Nine Months Ended June 30, 2025 and 2024
1. Organization and Summary of Significant Accounting Policies
Nature of Business:
Dogecoin Cash Inc. (the “Company,” “us”, “we” or “our”) was incorporated as Ultra Sun Corp. under the laws of Nevada in November 2004. On November 13, 2013, we changed our name to Cannabis Sativa, Inc. On November 13, 2024, we changed our name to Dogecoin Cash, Inc. We operate through several subsidiaries including:
| · | PrestoCorp, Inc. (“PrestoCorp”) |
| · | DogeSPAC LLC |
| · | MEME COINS, Inc. |
| · | Wild Earth Naturals, Inc. (“Wild Earth”) |
| · | Kubby Patent and Licenses Limited Liability Company (“KPAL”) |
| · | Hi Brands, International, Inc. (“Hi Brands”) |
| · | Eden Holdings LLC (“Eden”). |
PrestoCorp is a
Our primary operations for the nine months ended September 30, 2025, were through PrestoCorp, which provides telemedicine online referral services for customers desiring medical marijuana cards in states where medical marijuana has been legalized. The Company is actively seeking new business opportunities for acquisition and is continually reviewing opportunities for product and brand development through our Wild Earth, Hi Brands, and KPAL subsidiaries.
Basis of Presentation
Operating results for the three and nine months ended September 30, 2025, may not be indicative of the results expected for the full year ending December 31, 2025. For further information, refer to the financial statements and notes thereto in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
The interim financial statements should be read in conjunction with audited financial statements and related footnotes set forth in our annual report filed on Form 10-K for the year ended December 31, 2024, as filed with the United States Securities and Exchange Commission on April 16, 2025.
In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of the Company’s financial position as of September 30, 2025, and its results of operations, cash flows, and changes in stockholders’ equity for the three and nine months ended September 30, 2025. The financial statements do not include all of the information and notes required by accounting principles generally accepted in the United States (‘GAAP”) for complete financial statements.
F-6
Principles of Consolidation:
The condensed consolidated financial statements include the accounts of Dogecoin Cash, Inc. (the “Company” or “DOGP”), and its wholly-owned subsidiaries and PrestoCorp, a 51% owned subsidiary. All significant inter-company balances have been eliminated in consolidation.
Going Concern:
The Company has an accumulated deficit of $
Use of Estimates:
The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Significant estimates and assumptions by management affect the allowance for doubtful accounts, the carrying value of long-lived assets (including goodwill and intangible assets), the provision for income taxes and related deferred tax accounts, certain accrued liabilities, revenue recognition, contingencies, and the value attributed to stock-based awards.
Net Loss per Share:
Basic net loss per share is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding for the period and contains no dilutive securities. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of the Company. Potentially dilutive shares are excluded from the calculation of diluted net loss per share because the effect is anti-dilutive. For the nine months ended September 30, 2025 and 2024, the Company has
Recently Issued Accounting Standards:
The Company has implemented all new accounting pronouncements that are in effect and is evaluating any that may impact its financial statements. The Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
F-7
2. Intangibles and Goodwill
The Company considers all intangibles to be definite-lived assets with lives of 5 to 10 years. Intangibles consisted of the following at September 30, 2025 and December 31, 2024:
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| September 30, |
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| December 31, |
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| 2025 |
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| 2024 |
| ||
CBDS.com website (Cannabis Sativa) |
| $ |
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| $ |
| ||
Intellectual Property Rights (PrestoCorp) |
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Patents and Trademarks (KPAL) |
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Total Intangibles |
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Less: Accumulated Amortization |
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| ( | ) |
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| ( | ) |
Net Intangible Assets |
| $ |
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| $ |
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Amortization expense for each of the three months ended September 30, 2025 and 2024 was $
Amortization of intangibles through 2029 is:
October 1, 2025 to September 30, 2026 |
| $ |
| |
October 1, 2026 to September 30, 2027 |
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October 1, 2027 to September 30, 2028 |
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October 1, 2028 to September 30, 2029 |
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Goodwill in the amount of $
3. Related Party Transactions
For the three and nine months ended September 30, 2025 and 2024 officers wages was $
Historically, the Company has received funds from borrowings on notes payable and advances from related parties and officers of the Company to cover operating expenses. Related parties include the officers and directors of the Company and a significant shareholder holding in excess of 10% of the Company’s outstanding shares.
Consulting expense to David Tobias, the Company’s chief executive officer and director, for each of the three months ended September 30, 2025 and 2024 was $
F-8
These are included in stock payable at September 30, 2025 and December 31, 2024 for a total of $
At September 30, 2025 and December 31, 2024 the Company owed the Estate of Brad Herr – prior chief financial officer $
Consulting expense to Patrick Bilton, the Company’s chief operating officer for the three and nine months ended September 30, 2025 and 2024 was $-
Ms Carroll has a consulting agreement with the Company in the amount of $
During the year ended December 31, 2024, David Tobias, the Company’s chief executive officer and director, loaned $
During the year ended December 31, 2024, Trevor Reed, a director of the loaned $
During the nine months ended September 30, 2025, David Tobias, the Company’s chief executive officer and director, loaned money to the Company to pay expenses. Note payable at September 30, 2025 was $
During the three months ended September 30, 2025, David Tobias had to repay the Company $
During the year ended December 31, 2024, the Company and Cathy Carroll, director, entered into a note payable for $
During the three and nine months ended September 30, 2025 and 2024, the Company recorded interest expense related to notes payable to related parties at the rates between
F-9
The following tables reflect the related party note payable balances.
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| Related party notes |
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| Accrued interest |
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| Total |
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|
| September 30, 2025 |
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David Tobias, CEO & Director |
| $ |
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| $ |
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| $ |
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Cathy Carroll, Director |
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Trevor Reed, Director |
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Stock payable – Directors & Officers |
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Totals |
| $ |
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| $ |
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| $ |
| |||
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| Related party notes |
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| Accrued interest |
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| Total |
| |||
|
| December 31, 2024 |
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David Tobias, CEO & Director |
| $ |
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| $ |
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| $ |
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Cathy Carroll, Director |
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Trevor Reed, Director |
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Stock payable – Directors & Officers |
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Totals |
| $ |
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| $ |
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| $ |
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At September 30, 2025 and December 31, 2024, the Company has a balance due from MJ Harvest, Inc., with whom the Company had plans to merge, of $
The Company also has an advance to a director of $
4. Investments
CBDG
In 2021, the Company received
F-10
The Company’s investment in CBDG represents
5. Dogecoin Cash Token
On November 13, 2024, the Company completed the acquisition of
In consideration for the acquisition, the Company issued
Although the Series A Preferred Stock is not convertible, the Company evaluated its fair value based on its redeemable nature and the economic substance of the dividend rights. Based on the Company’s intent to redeem the shares by issuing common stock in lieu of cash, the economic value of the Series A Preferred Stock was determined based on the implied issuance of 45,000,000 shares of common stock (4.5 million Preferred × 10 years × 1 common per year). The fair value of the consideration transferred was calculated as follows:
45,000,000 × $0.00680 (common stock price on 11/13/24) = $
Accordingly, the Company recorded the following journal entry:
Account |
| Debit | Credit |
Investment in DogeSPAC LLC |
| $ |
|
Series A Preferred Stock (par) |
|
| $ |
Additional Paid in Capital |
|
| $ |
Valuation of Dogecoin Cash Tokens
Although the quoted market price of Dogecoin Cash tokens on the acquisition date was $0.009562 per token—resulting in a nominal fair value of $5,737,200—the Company has elected to record the tokens at historical cost. This decision reflects management’s view that the asset’s market is unstable and lacks sufficient liquidity to justify fair value recognition. Contributing factors include low trading volume, limited exchange availability, high price volatility, and minimal market depth.
Nonetheless, in accordance with ASC 820, Fair Value Measurement, the Company performed a fair value analysis as of December 31, 2024, to evaluate potential reporting disclosures. Due to the absence of an active market and the presence of significant unobservable inputs, the Company classified the valuation as a Level 3 fair value measurement.
To estimate fair value, the Company applied a weighted illiquidity discount model based on the following inputs:
- Low Trading Volume: 30% weight, 60% discount (18.00% weighted)
- Exchange Availability: 25% weight, 70% discount (17.50% weighted)
- Market Depth: 20% weight, 65% discount (13.00% weighted)
F-11
- Community Strength: 15% weight, 50% discount (7.50% weighted)
- Volatility Risk: 10% weight, 75% discount (7.50% weighted)
Total weighted illiquidity discount: 63.5%
Fair value calculation (for disclosure purposes only):
- Nominal Market Value: 600,000,000 × $0.009562 = $5,737,200
- Adjusted Fair Value: $5,737,200 × (1 – 0.635) = $2,097,222
This fair value was not recorded on the balance sheet. Instead, the Company continues to carry the Dogecoin Cash tokens at historical cost ($
Management will continue to monitor market developments and evaluate potential impairment or revaluation in future periods as necessary.
On May 22, 2025 the Company entered into an agreement with Bots, Inc to purchase
On June 25, 2025, Meme Coins Inc., a 100% controlled subsidiary of Dogecoin Cash, Inc. entered into a definitive Digital Asset Purchase Agreement with Tipestry, Inc., a Delaware corporation. Pursuant to the agreement, Meme Coins agreed to acquire 3,000,000,000 Dogecoin Cash tokens (crypto symbol: DOG) in exchange for 375,000 shares of Meme Coins Inc.’s preferred stock. The preferred shares entitle the holder to one vote per share and are non-convertible unless authorized by the board of directors and approved by a majority of the outstanding Class A Preferred shareholders. The par value of the preferred stock is $20 therefore the cost of the acquired Dogecoin cash tokens were valued at $
6. Convertible Notes Payable
On January 1, 2023, the Company entered into an agreement with Carolyn Merrill (“Carolyn”) whereby the Company issued a convertible note to Carolyn with a principal amount of $
On January 29, 2024 $
On October 1, 2024 $
On October 1, 2024,
The note bears interest at 8% and has a term of one year when payment of principal and interest is due.
F-12
The note value at September 30, 2025 and December 31, 2024 was $
The Company accounted for the note in accordance with ASC 470-20, Debt with conversion and other Options. As of September 30, 2025 and December 31, 2024 the conversion feature was valued at $
On January 15, 2024, the Company entered into an agreement with Carolyn Merrill (“Carolyn”) whereby the Company issued a convertible note to Carolyn with a principal amount of $
The Company accounted for the note in accordance with ASC 470-20, Debt with conversion and other options. As of September 30, 2025 and December 31, 2024, the conversion feature was valued at $
On May 22, 2024, the Company entered into an agreement with Quick Capital, LLC whereby the Company issued a convertible note with a principal amount of $
On August 5, 2024, the Company entered into an agreement with Colonial Stock Transfer Company, Inc., (“CSTC”) whereby the Company issued a convertible note to CSTC with a principal amount of $
On August 19, 2025, the Company entered into an agreement with Colonial Stock Transfer Company, Inc., (“CSTC”) whereby the Company issued a convertible note to CSTC with a principal amount of $
The Company accounted for both of the note in accordance with ASC 470-20, Debt with conversion and other Options. As of September 30, 2025 and December 31, 2024, the conversion feature was valued at $
During the year ended December 31, 2024, Carolyn Merrill, loaned $
During the year ended December 31, 2024, Joe Ange III, loaned $
F-13
At September 30, 2025 and December 31, 2024, accrued interest payable on these notes was $
7. Stockholders’ Equity
Change in Authorized Shares
The Company increased the number of authorized common shares the Company is authorized to issue to
Preferred Stock
Series A Preferred Stock
On November 13, 2024, the Company designated
During the year ended December 31, 2024, the Company approved a
As the Series A Preferred Stock was issued on November 13, 2024, and dividends are earned annually based on a full year of holding, no dividend was earned, declared, or payable during the year ended December 31, 2024. The earliest period in which holders may become eligible to receive a dividend is the fiscal year ending December 31, 2025, subject to Board declaration and provided the holder remains on record as of November 25, 2025.
The Series A Preferred Stock is not convertible and may be redeemed, at the option of the Company, at any time on or before October 25, 2034, by issuing ten (10) shares of common stock for each one (1) share of Series A Preferred Stock outstanding. As of December 31, 2024, no redemptions have been declared or effected.
During the year ended December 31, 2024, the Company approved the acquisition of DogeSPAC, LLC, a Colorado LLC with an issuance of
Securities Issuances
Stock payable at September 30, 2025 consists of preferred shares and restricted common shares owed to members of the board of directors for directors’ fees and contract services. These shares were valued at $
During the nine months ended September 30, 2024,
F-14
During the nine months ended September 30, 2024,
During the nine months ended September 30, 2024,
During the nine months ended September 30, 2025,
During the nine months ended September 30, 2025 the Company issued 4,200,000 shares of common stock in exchange for
During the nine months ended September 30, 2025 the Company issued
During the nine months ended September 30, 2025 the Company issued
Stock Compensation Plans
2020 Stock Plan
On September 25, 2020, the Company adopted the Cannabis Sativa 2020 Stock Plan which authorized the Company to utilize common stock to compensate employees, officers, directors, and independent contractors for services provided to the Company. By resolution dated September 25, 2020, the Company authorized up to 1,000,000 shares of common stock to be issued pursuant to the 2020 Stock Plan.
This amount was subsequently increased to 2,000,000 shares on January 27, 2021. At September 30, 2025 and December 31, 2024, 44,425 shares were available for future issuance.
8. Commitments and Contingencies
Leases.
On April 12, 2022, PrestoCorp signed a lease in New York with Spaces for a
Rent expense for the three and nine months ended September 30, 2025 and 2024 was $
Litigation.
In the ordinary course of business, we may face various claims brought by third parties and we may, from time to time, make claims or take legal actions to assert our rights, including intellectual property disputes, contractual disputes and other commercial disputes. Any of these claims could subject us to litigation. As of September 30, 2025, no claims are outstanding.
9. Proposed Merger with MJ Harvest, Inc.
F-15
On August 8, 2022, the Company entered into a Merger Agreement (the “Merger Agreement”) with MJ Harvest, Inc. (“MJHI”). Pursuant to the Merger Agreement, MJHI will merge with and into the Company and the Company will be the surviving corporation in the Merger. The Merger was expected to be consummated once the shareholders of the Company and the shareholders of MJHI approved the Merger which management had expected will be completed early in the second quarter of calendar year 2023.
The merger was withdrawn with the SEC in August 2023. As of December 31, 2024, the merger has effectively been abandoned. Though not formally withdrawn the deal is effectively stalled without any further progress. The Company and MJ Harvest may continue discussions in the future in hopes of completing the transaction.
In April 2025, the Company became aware that MJ Harvest (a related party with common directors) was delisted from the OTC markets. The Company had advanced to MJ Harvest $75,055 in anticipation of its merger in 2022 and had been trying to collect on this advance. In April 2025, the Company has allowed for the $75,055 it had advanced to MJ Harvest, as the Company is unsure whether the advance will be paid back. The Company is going to continue in its efforts to try to collect on this advance.
F-16