UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM 10-Q
___________________
☒
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
| For the quarterly period ended: March 31, 2026
|
|
or
|
|
|
☐
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
| For the transition period from: _____________ to _____________
|
Commission File Number: 000-53571
Dogecoin Cash, Inc.
|
(Exact name of registrant as specified in its charter)
|
Nevada
|
| 20-1898270
|
(State or Other Jurisdiction
|
| (I.R.S. Employer
|
of Incorporation)
|
| Identification No.)
|
355 W. Mesquite Blvd. #C-70
Mesquite, Nevada 89027
(Address of Principal Executive Office) (Zip Code)
(702) 762-3123
(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
|
|
|
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. ☒ Yes ☐ No
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). ☒ Yes ☐ No
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
| ☐
|
Non-accelerated Filer
| ☐
| Smaller reporting company
| ☒
|
Emerging growth company
| ☒
|
|
|
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). ☐ Yes ☒ No
The number of shares of the issuer’s Common Stock outstanding as of March 31, 2026 is 162,609,031
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 March 31, 2026 compared with the Three Months Ended March 31, 2025
|
| Three Months Ended
|
|
|
| A
|
|
| B
|
|
| A-B
|
|
|
| March 31,
|
|
| March 31,
|
|
| Change
|
|
| Change %
|
|
2026
| 2025
|
REVENUE
|
| $
| 192,898
|
|
| $
| 184,473
|
|
| $
| 8,425
|
|
|
| 5
| %
|
Cost of revenues
|
|
| 66,719
|
|
|
| 67,506
|
|
|
| (787)
|
|
|
| (1)
| %
|
Cost of sales % of total sales
|
|
| 35
| %
|
|
| 37
| %
|
|
| (2)
| %
|
|
| (5)
| %
|
Gross profit
|
|
| 126,179
|
|
|
| 116,967
|
|
|
| (9,212)
|
|
|
| 8
| %
|
Gross profit % of sales
|
|
| 65
| %
|
|
| 63
| %
|
|
|
|
|
|
|
|
EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Professional fees
|
|
| 90,800
|
|
|
| 37,860
|
|
|
| 52,940
|
|
|
| 140
| %
|
Depreciation and amortization
|
|
| 301
|
|
|
| 301
|
|
|
| –––
|
|
|
| –––
| %
|
Wages and salaries
|
|
| 68,255
|
|
|
| 73,390
|
|
|
| (5,135)
|
|
|
| (7)
| %
|
Advertising
|
|
| 325
|
|
|
| 1,861
|
|
|
| (1,536)
|
|
|
| (83)
| %
|
General and administrative
|
|
| 123,700
|
|
|
| 105,169
|
|
|
| 18,531
|
|
|
| 18
| %
|
Total expenses
|
|
| 283,381
|
|
|
| 218,581
|
|
|
| 64,800
|
|
|
| 30
| %
|
NET LOSS FOR THE PERIOD FROM CONTINUING OPERATIONS
|
|
| (101,614)
|
|
|
| (174,791)
|
|
|
| (55,588)
|
|
|
| 55
| %
|
Revenue for the three months ended March 31, 2026, increased 5% compared to the three months ended March 31, 2025. Cost of revenues as a percentage of sales decreased 5% between the periods. The 5% revenue increase was achieved despite sustained competitive pressure in the cannabis tele-medicine industry, where intensifying market competition has compressed demand growth through the first quarter of 2026."
Total operating expenses increased 30% to $283,381 for the three months ended March 31, 2026, compared to $218,581 in Q1 2025. The increase was driven by a 140% rise in professional fees and an 18% increase in general and administrative expenses, partially offset by a 7% decline in wages and salaries and an 83% reduction in advertising. Depreciation and amortization was unchanged at $301.
4 Liquidity and Capital Resources
Cash used in operating activities was $13,443 in the three months ended March 31, 2026. We ended the first quarter of 2026 with $19,510 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 $200,470 and $107,364, respectively, for the three months ended March 31, 2026 and 2025 and had an accumulated deficit of $84,587,856 as of March 31, 2026. 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 March 31, 2026, 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
|
| SEC
Reference
Number
|
| Title of Document
|
| Notes
|
|
|
|
|
|
|
|
3.1
|
| 3
|
| Articles of Incorporation
|
| (1)
|
3.2
|
| 3
|
| Bylaws
|
| (1)
|
31.1
|
| 31
|
| Section 302 Certification of Principal Executive Officer
|
|
|
31.2
|
| 31
|
| Section 302 Certification of Principal Financial Officer
|
|
|
32.1
|
| 32
|
| Section 1350 Certification of Principal Executive Officer
|
|
|
32.2
|
| 32
|
| Section 1350 Certification of Principal Financial Officer
|
|
|
101.INS
|
|
|
| XBRL Instance Document
|
| (2)
|
101.SCH
|
|
|
| XBRL Taxonomy Extension Schema
|
| (2)
|
101.CAL
|
|
|
| XBRL Taxonomy Extension Calculation Linkbase
|
| (2)
|
101.DEF
|
|
|
| XBRL Taxonomy Extension Definition Linkbase
|
| (2)
|
101.LAB
|
|
|
| XBRL Taxonomy Extension Label Linkbase
|
| (2)
|
101.PRE
|
|
|
| XBRL Taxonomy Extension Presentation Linkbase
|
| (2)
|
(1) Incorporated by reference to the Company’s Articles of Incorporation, as amended, and Bylaws previously filed with the Securities and Exchange Commission.
(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: May 14, 2026
By:
| /s/ David Tobias
|
|
| David Tobias
Principal Executive Officer
Principal Financial Officer
|
|
DOGECOIN CASH, INC.
|
|
Contents
|
|
| Page
|
|
FINANCIAL STATEMENTS - UNAUDITED – for the three months ended March 31, 2025 and 2024:
|
|
|
|
|
Condensed consolidated balance sheets
|
| FS-2
|
|
|
|
|
|
Condensed consolidated statements of operations
|
| FS-3
|
|
|
|
|
|
Condensed consolidated statements of changes in stockholders’ equity
|
| FS-4
|
|
|
|
|
|
Condensed consolidated statements of cash flows
|
| FS-5
|
|
|
|
|
|
Notes to condensed consolidated financial statements
|
| FS-6 through FS-13
|
|
F-1
F-5
DOGECOIN CASH, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Three Months Ended March 31, 2026 and 2025
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.
The Company conducts its operations through several subsidiaries, including the following:
Operating Subsidiary
PrestoCorp, Inc. – a 51% owned subsidiary that represents the Company’s primary operating business and provides telehealth referral services through the PrestoDoctor platform.
Digital Asset and Technology Subsidiaries
Dogecoin Treasury, Inc. – digital asset treasury and blockchain-related initiatives
DogeSPAC LLC – digital asset acquisition entity
Meme Coins, Inc. – digital asset investment subsidiary
Other Wholly Owned Subsidiaries
Kubby Patents and Licenses, LLC – intellectual property holdings
Eden Holdings LLC – trademark holdings
Wild Earth Naturals, Inc. – inactive subsidiary
Hi Brands International, Inc. – inactive subsidiary
Certain subsidiaries, including DogeSPAC LLC, Meme Coins, Inc., and Dogecoin Treasury, Inc., support the Company’s digital asset acquisition, investment, and treasury management initiatives.
PrestoCorp, Inc. provides telehealth referral services through an online platform that connects patients with licensed physicians in jurisdictions where medical cannabis programs are authorized under applicable state law. Physicians utilizing the platform operate independently and make medical determinations in accordance with applicable state laws and professional medical standards. The Company does not cultivate, distribute, manufacture, or dispense cannabis products and does not participate in the sale of cannabis.
The Company’s telehealth platform is designed to comply with applicable privacy and healthcare regulations, including the Health Insurance Portability and Accountability Act (“HIPAA”).
F-6
Dogecoin Treasury, Inc. is a wholly owned subsidiary of the Company that was formed to hold and manage certain digital asset holdings and related blockchain-based initiatives of the Company. The subsidiary may hold digital assets acquired in connection with the Company’s business activities and technology initiatives, which may be maintained directly or through digital asset wallets or custodial service providers. The Company does not operate a digital asset exchange, broker-dealer, or investment fund. Digital assets held by the Company are accounted for in accordance with the Company’s accounting policies described elsewhere in these consolidated financial statements. Additional information regarding the Company’s digital asset holdings is included in Note 5 – Digital Assets.
Basis of Presentation
Operating results for the three months ended March 31, 2026, may not be indicative of the results expected for the full year ending December 31, 2026. 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, 2025.
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, 2025, as filed with the United States Securities and Exchange Commission on March 27, 2026.
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 March 31, 2026, and its results of operations, cash flows, and changes in stockholders’ equity for the three months ended March 31, 2026. 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.
Principles of Consolidation:
The condensed consolidated financial statements include the accounts of Dogecoin Cash, Inc. (the “Company” or “CBDS”), 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 $84,587,856 at March 31, 2026, which, among other factors, raises substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they are due.
F-7
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 three months ended March 31, 2026 and 2025, the Company has 1,954,543 and 3,708,929 outstanding warrants, respectively. At March 31, 2026 and December 31, 2025, the Company has 4,652,675 and -0- shares of convertible preferred stock, respectively, that would be dilutive to future period’s net income if converted.
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.
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 March 31, 2026 and December 31, 2025:
| March 31,
|
|
| December 31,
|
|
| 2026
|
|
| 2025
|
|
CBDS.com website (Cannabis Sativa)
| $
| 13,999
|
|
| $
| 13,999
|
|
Intellectual Property Rights (PrestoCorp)
|
| 240,000
|
|
|
| 240,000
|
|
Patents and Trademarks (KPAL)
|
| 1,281,411
|
|
|
| 1,281,411
|
|
Total Intangibles
|
| 1,535,410
|
|
|
| 1,535,410
|
|
Less: Accumulated Amortization
|
| (1,532,372
| )
|
|
| (1,532,139
| )
|
Net Intangible Assets
| $
| 3,038
|
|
| $
| 3,271
|
|
F-8
Amortization expense for each of the three months ended March 31, 2026 and 2025 was $233.
Amortization of intangibles through 2030 is:
Goodwill in the amount of $3,010,202 was recorded as part of the acquisition of PrestoCorp that occurred on August 1, 2017. Cumulative impairment of the PrestoCorp goodwill totals $1,734,391 as of December 31, 2025 and 2024. The balance of goodwill at December 31, 2025 and 2024 was $1,275,811.
3. Related Party Transactions
For the three months ended March 31, 2026 and 2025 officers’ wages was $16,500 and $9,895, respectively. The Company also had consulting and director fee contracts with David Tobias and Cathy Carroll as noted below. At March 31, 2026 and December 31, 2025, the Company also owed an additional two (2) directors $18,750 for director’s fees that are included in stock payable.
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 March 31, 2026 and 2025 was $46,875. At March 31, 2026 and December 31, 2025, the Company owed Mr Tobias $703,125 and $656,250, respectfully for consulting services, and $25,000, in director’s fees. The last payment of these services was in June of 2022. These are included in stock payable at March 31, 2026 and December 31, 2025 for a total of $728,125 and $681,250, respectively.
At March 31, 2026 and December 31, 2025 the Company owed the Estate of Brad Herr – prior chief financial officer $93,750 in consulting services, and $6,250, respectively in directors fees from his 2022 contract. These are included in stock payable at March 31, 2026 and December 31, 2025 for a total of $100,000.
At March 31, 2026 and December 31, 2025, the Company owed Mr Bilton, the Company’s chief operating officer, $253,125 in consulting services. These are included in stock payable at March 31, 2026 and December 31, 2025. The last payment of these services was in June of 2022.
Ms Carroll has a consulting agreement with the Company in the amount of $12,500, quarterly. For each of the three months ended March 31, 2026 and 2025 consulting expense was $12,500. Ms Carroll has elected that these payments increase her note payable each quarter.
F-9
During the year ended December 31, 2024, Trevor Reed, a director of the loaned $8,000 to the Company bearing interest at the rate of 10% per annum due on June 4, 2025. If unpaid at June 4, 2025, the interest rate increases to 12% per annum.
During the three months ended March 31, 2026 and 2025, David Tobias, the Company’s chief executive officer and director, loaned money to the Company to pay expenses. This note bears interest at the rate of 5% per annum.
Ms. Carroll’s note bears interest at 5% per annum. During the year ended December 31, 2025 Ms. Carroll’s note was increased by her compensation of $12,500 per quarter for a total of $50,000.
During the three months ended March 31, 2026 and 2025, the Company recorded interest expense related to notes payable to related parties at the rates between 5% and 12% per annum in the amounts of $3,828 and $2,774 respectively.
The following tables reflect the related party note payable balances.
At December 31, 2025 the Company had a balance due from MJ Harvest, Inc., with whom the Company had plans to merge, of $75,055, (see Note 9). The amount is included in advances to related party on the consolidated balance sheets. 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 became aware that MJ Harvest (a related party with common directors) was
F-10
delisted from the OTC markets, therefore, the Company 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.
The Company also has an advance to a director of $1,250 at March 31, 2026 and December 31, 2025 that is included in advances to related parties. The funds were advanced to the director to cover consulting services.
4. Investments
CBDG
In 2021, the Company received 1,500,000 shares of common stock and 1,500,000 shares of preferred stock of THC Pharmaceuticals Inc. (ticker: CBDG). The CBDG shares were received as consideration for the sale of the Company’s majority interest in iBud and GKMP in the year ended December 31, 2021. On the date of sale, the shares were valued at fair value which was $0.20 per share or $600,000 in the aggregate. The Company’s Chief Executive Officer and Chairman of the Board, David Tobias is a Director of CBDG. On January 1, 2024, the preferred shares were returned to CBDG.
The Company’s investment in CBDG represents 15% of CBDG’s voting shares on a fully diluted basis which, coupled with Mr. Tobias’ position as a director and his individual investment in CBDG, results in the Company having significant influence over CBDG. The Company elected to account for its investment in CBDG at fair value because the Company does not intend to hold the investment for a long period of time and the shares are readily marketable. The fair value of the Company’s investment at March 31, 2026 and December 31, 2025 was $27,300 and $57,000 resulting in an unrealized gain (loss) of ( $29,700) and $3,900 for the change in fair value for the three months ended March 31, 2026 and 2025, respectively.
5. Digital Assets
The Company maintains digital asset treasury holdings consisting primarily of Dogecoin Cash ($DOG) tokens obtained through strategic corporate transactions.
Digital Asset Strategy
The Company holds digital assets consisting primarily of Dogecoin Cash ($DOG) tokens that were acquired through strategic corporate transactions with affiliated entities and third parties. Certain digital assets are held through the Company’s wholly owned subsidiaries Meme Coins, Inc. and Dogecoin Treasury, Inc., which were formed to hold and manage digital asset investments and treasury activities.
Digital assets may represent a potential component of the Company’s broader technology and blockchain-related initiatives.
F-11
The Company does not currently operate a digital asset trading business and does not actively engage in the purchase or sale of digital assets for speculative trading purposes.
Accounting for Digital Assets
The Company accounts for its digital asset holdings as indefinite-lived intangible assets in accordance with ASC 350, Intangibles—Goodwill and Other.
Accordingly, the DOG tokens were initially recorded at cost based on the fair value of consideration transferred in connection with the acquisition of DogeSPAC LLC. These assets are not remeasured upward for increases in market value but are evaluated for impairment if events or changes in circumstances indicate that the carrying amount may not be recoverable.
Digital Asset Holdings
As of March 31, 2026 and December 31, 2025, the Company held approximately 8,020,000,000 DOG tokens through its subsidiaries DogeSPAC LLC, Meme Coins, Inc., and Dogecoin Treasury, Inc.
These digital assets are recorded at historical cost in accordance with the Company’s accounting policy described above and are subject to impairment if events or changes in circumstances indicate that the carrying value may not be recoverable.
The Company believes that digital assets obtained through strategic corporate transactions may provide long-term strategic optionality in connection with the Company’s technology and blockchain-related initiatives.
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 420,000,000 million Dogecoin Cash tokens in exchange for 4,200,000 shares of the Company’s common stock. This acquisition was valued at $4,200 and the shares were issued to Bots, Inc on June 12, 2025.
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 $7,500,000. Due to the same factors of instability in the coin, the value of the coins were discounted by 95% to the lowest closing value of the coin from the acquisition to the end of the June 30th quarter which was $0.002801, which calculated to an impairment of the investment in the coins in the amount of $7,079,850 as reported in the statement of operations for the year ended December 31, 2025 attributable 100% to the non-controlling interest in Meme Coins Inc.
F-12
On October 29, 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 4,000,000,000 Dogecoin Cash tokens (crypto symbol: DOG) in exchange for 125,000 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 $2,500,000. Due to the same factors of instability in the coin, the value of the coins were discounted by 95% to the closing value of the coin at acquisition which was $0.0006398, which calculated to an impairment of the investment in the coins in the amount of $2,372,040 which is reported in the statement of operations for the year ended December 31, 2025 attributable 100% to the non-controlling interest in Meme Coins Inc.
6. Convertible Notes Payable
The Company has issued convertible notes to various lenders including related parties. These notes bear interest at rates ranging from 5% to 12% per annum and may be convertible into common stock under specified terms. At March 31, 2026 and December 31, 2025 convertible notes payable was $183,270.
At March 31, 2026 and December 31, 2025, accrued interest payable on these notes was $44,453 and $39,112, respectively. Accrued interest payable is included in accounts payable and accrued expenses on the consolidated balance sheet. Interest expense for the three months ended March 31, 2026 and 2025 was $5,341 and $2,907, respectively.
7. Stockholders’ Equity
Common Stock
The Company is authorized to issue 495,000,000 shares of common stock.
Preferred Stock
Series A Preferred Stock
The Company is authorized to issue 5,000,000 Series A Preferred Stock at a par value of $0.001 per share. Each share is entitled to one (1) vote, is not convertible into common stock, but have liquidation preference of $1.00 per share, plus any declared but unpaid dividends.
Each share of Series A Preferred Stock entitles the holder to receive, if and when declared by the Board of Directors, one (1) share of common stock per annum as a dividend, provided the holder owns the share on November 25 of the applicable year. The dividend is non-cumulative and payable solely in common stock. For the year ended December 31, 2025 no dividend was declared.
F-13
The Series A Preferred Stock 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 March 31, 2026 and December 31, 2025, no redemptions have been declared or effected.
Securities Issuances
Stock payable at March 31, 2026 and December 31, 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 $1,100,000 and $1,053,125, respectively based on the fair value of the Company’s common stock at the date of board authorization. An additional amount of common shares are owed to various non-related vendors at March 31, 2026 and December 31, 2025 valued at $400,422 and $362,922 based on the fair value of the Company’s common stock at the date of board authorization.
During the year ended December 31, 2025, 843,941 shares of common stock were issued to convert $10,831 of a note payable, $-0- of accrued interest and $1,457 of fees. The note was converted at an applicable conversion rate of $0.014560. Market value at date of conversion was $0.0343 which produced a loss on debt settlement of $16,700. See Note 6.
During the year ended December 31, 2025 the Company issued 4,200,000 shares of common stock in exchange for 420,000,000 Dogecoin Cash Tokens.
During the year ended December 31, 2025 the Company issued 3,968,254 shares of common stock for services that were previously recorded in stock payable valued at $62,500.
During the year ended December 31, 2025 the Company issued 7,192,913 shares of common stock for exercised cashless warrants valued at $26,578.
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 March 31, 2026 and December 31, 2025, 44,425 shares were available for future issuance.
F-14
8. Commitments and Contingencies
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 March 31, 2026, no claims are outstanding.
9. Proposed Merger with MJ Harvest, Inc.
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 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-15
