OTC: RWAX

On
June 1, 2023, the Company amended their Certificate of Incorporation to amend the conversion terms of their Series B Preferred Stock
as follows: (a) for the period beginning June 1, 2023 and ending on September 30, 2023, a Series B holder shall not have the right, whether
by election, operation of law, or otherwise, to convert any shares of Series B Preferred Stock into common stock; (b) for each calendar
month beginning October 2023 through June 2024, A Series B holder shall not have the right, whether by election operation of law or otherwise,
to convert into common stock more than 500 shares of Series B Preferred Stock per month; and (c) for each calendar month beginning July
2024 through December 2024, A Series B holder shall not have the right, whether by election operation of law or otherwise, to convert
into common stock more than 1,000 shares of Series B Preferred Stock per month.

On
July 27, 2023, the Company increased their authorized common stock to 12,500,000,000 shares. On January 26, 2024, the Company increased
their authorized common stock to 22,500,000,000 shares.

On
July 16, 2024, the Company designated a new Series D Preferred Stock and authorized the issuance of up to 250,000 shares of this new
series. The Series D Preferred Stock is not convertible into common stock and each share issued enables the holder to vote at a ratio
of 500,000 common votes for 1 share of Series D Preferred Stock. Also on July 16, 2024, the Company issued 100,000 shares of Series D
Preferred Stock to their CEO for compensation. The value of these shares is $250,000 as this value represents typical CEO compensation
for a one-year period.

On
October 1, 2024, the Company increased its authorized common shares to 50,000,000,000 shares pursuant to the Definitive 14C filed in
September 2024. On May 21, 2025, the Company increased its authorized common shares to 85,000,000,000 shares pursuant to the Definitive
14C filed in April 2025.

On
December 2, 2024, the Company entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with TAP, Inc., (formerly
WSCG, Inc.) (“TAP”), and WSCG Humbl SPV, a series of SPV Management, LLC (“HoldCo”). Pursuant to the Asset Purchase
Agreement, the Company sold all of its assets to TAP. In consideration for the purchase of the Company’s assets, TAP agreed to:
(a) pay the Company $3,037,500; (b) issue 2,455,556 shares of TAP Class B Common Stock to HoldCo; and (c) grant 24,555,556 membership
units of HoldCo to the Company (the “HoldCo Units”). Of the $3,037,500 payable in cash to the Company, $500,000 was previously
paid in cash by TAP to the Company prior to the closing date, and $537,500 of indebtedness previously funded to the Company by affiliates
of TAP was cancelled. The remaining $2,000,000 of the cash purchase price was paid by TAP on April 1, 2025. The value of the HoldCo Units
held by the Company at the time of the acquisition by TAP is $17,000,000 based on the percentage that HoldCo owns in TAP based on the
last valuation of TAP. The Company agreed that TAP would not contribute any real estate assets and TAP would be solely a technology company
in exchange for a larger percentage of TAP owned by the Company through HoldCo.

3

Table of Contents

The
HoldCo Units represented approximately 48.6% of the outstanding equity in TAP The Company in August 2025, upon the receipt of a fairness
opinion, exchanged approximately 83% of their HoldCo Units for shares of Series C Preferred Shares. The Company also entered into a settlement
with BRU for another approximately 10% of their HoldCo Units. The Company intends to hold the remaining HoldCo Units to maintain exposure
to TAP’s performance and the Company assets purchased by TAP. The transfer of the Company assets to TAP took place on February
27, 2025.

On
December 2, 2024, the Company entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with Ybyrá
Capital S.A. (“Ybyrá”) and Brian Foote, the former CEO and current director. Pursuant to the Stock Purchase Agreement:
(a) HUMBL purchased 99% of the outstanding equity interests of FinCapital Credito Pagamentos e Servicos LTDA, a Brazilian company (“FinCapital”),
from Ybyrá; and (b) Brian Foote sold his 7,000,000 shares of Series A Preferred Stock and 100,000 shares of Series D Preferred
Stock of the Company (the “Control Shares”) to Ybyrá. With the purchase of the Control Shares, Ybyrá became
the controlling stockholder of the Company. FinCapital had at the time of the purchase one asset which consisted of 41,500 tons of magnesium
silicate with a book value of $20,000,000. Magnesium silicate is a raw material used in industrial sectors such as fertilizer, construction,
ceramics, and fireproofing. As part of the transaction, FinCapital became a 99% owned subsidiary of the Company, and the Company agreed
to issue $20,000,000 in common shares to Ybyrá for the purchase of the FinCapital equity interest.

On
September 9, 2025, the Company, Ybyrá, Brian Foote and Thiago Moura entered into a settlement agreement (“Settlement Agreement”).
Pursuant to the Settlement Agreement, Ybyrá’s right to receive the Company’s common stock was cancelled, the Company
agreed to issue 850 million shares of common stock to Thiago Moura (which was issued September 10, 2025), Thiago Moura resigned as Company
CEO and as member of the board of directors, Brian Foote became the Company’s controlling stockholder, and the Company agreed to
pay Ybyrá $10,000 per month in cash and $5,000 per month in common stock until the assignment of the FinCapital shares to Ybyrá
occurs on or before December 31, 2025. The Company issued the common shares on January 9, 2026 to satisfy this agreement. On December
31, 2025, as per the agreement with FinCapital, the minerals purchased reverted back to Ybyrá. The fees accrued by the Company
to Ybyrá stopped at this time.

As
a result of the TAP purchase of the Company assets, the previous operations of the Company will be reflected as discontinued operations,
and the assets that were sold are all reflected as assets under discontinued operations.

Corporate
Rebranding

The
Company on December 31, 2025, announced that it has initiated a strategic corporate rebrand to TAP Real Estate Technologies, Inc. (“TAP
Real Estate”), reflecting the Company’s sharpened focus on real estate asset acquisition, ownership, and blockchain-enabled
real estate tokenization. In connection with the rebrand, the Company received regulatory approval to formally change their name and ticker symbol by FINRA on March 4, 2026.

TAP
Real Estate Technologies, Inc. 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.

4

Table of Contents

The
rebrand marks a formal repositioning of the Company toward the next generation of real estate capital formation, where traditional property
ownership models converge with digital wallets, blockchain registries, smart contracts, and tokenized investment infrastructure.

Initial
Capital Raise and Strategic Focus on Blockchain-Enabled Real Estate

As
part of this transition, TAP Real Estate has secured $500,000 in initial investment capital to establish operations
and support early-stage execution. The Company is actively evaluating a pipeline of residential, commercial, and hospitality real
estate opportunities for potential fractional or full contribution to its balance sheet, alongside select tokenization opportunities
to be offered through the TAP Invest platform.

Property
evaluations are being conducted with a disciplined focus on asset quality, cash-flow durability, jurisdictional suitability, and long-term
value creation. Particular emphasis is being placed on identifying properties that are well-positioned to support blockchain-tokenized
capital inflows, interest-bearing yield structures, and digital ownership frameworks anticipated under emerging U.S. regulatory
guidance expected in 2026.

A
Public Company Model for the Next Era of U.S. Real Estate

In
support of this strategy, TAP Real Estate has entered into a licensing agreement with TAP, Inc., a private technology
company headquartered in Salt Lake City, Utah, granting TAP Real Estate the right to utilize the proprietary TAP Platform
technologies specifically for real estate use cases.

This
agreement establishes a public company model designed to combine the benefits of a publicly held company (TAP Real Estate)
with a patented, vertically integrated blockchain technology and intellectual property platform held as a private company (TAP, Inc.).

Under
this structure, TAP Real Estate will hold and manage select real estate assets, while leveraging licensed digital infrastructure
to tokenize ownership interests, manage investor participation, and support compliant issuance and lifecycle administration.

The
objective is to create a repeatable, compliant model for how real estate can be acquired, structured, tokenized, and administered within U.S. capital
markets, serving as a blueprint for the broader industry.

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

The
TAP Platform products that will be licensed by TAP Real Estate, specifically for tokenized real estate listings, includes:

TAP
AI Analyzer - In addition to its core features of investment portfolio insights and tailoring, the analyzer is being developed to define
real estate listings metrics and quality of properties for inclusion in the portfolio.

TAURUS
AI-Agent - Serves as an agentic customer service agent, and, in the future, an automated payments agent across the lifecycle of real
estate transactions.

TAP
Wallet - Serves as an investor’s access and identity layer for tokenized real estate, helping abstract blockchain complexity while
supporting security and compliance controls. The wallet is intended to hold tokenized interests, receive income distributions, and support
permitted voting or corporate actions, while enabling onboarding and investor eligibility gating through KYC, accreditation verification
(as applicable), and jurisdiction-based rules.

TAP
Token Engine - Provides an issuance and lifecycle layer that converts approved real estate holding structures (such as SPVs) into tokenized
interests with defined parameters. This includes supply configuration, ownership caps, transfer restrictions, and jurisdictional limitations
where required. The Token Engine is intended to support the ongoing lifecycle of tokenized interests, including primary issuance, permitted
secondary transfers, redemptions or buybacks, and select corporate actions.

TAP
Smart Contracts - Encodes and enforces key rules of a tokenized real estate offering at the transaction level, including who can hold
tokens and under what conditions transfers are permitted. The smart contract layer is intended to automate functions such as distributions,
governance/voting, and other real estate specific mechanics, reducing reliance on manual processing and improving auditability.

TAP
Invest - An investment platform with integrations across stocks, Mutual Funds, ETFs, digital assets, precious metals and real-world assets
with integrations across major brokerages, digital asset exchanges and broker-dealers such as Public, E*TRADE, Fidelity, Coinbase, Gemini,
Kraken, Binance and more.

5

Table of Contents

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.

Significant
Vendor Relationships

We
have established contractual relationships with the following companies that we consider to be material to providing our core products:

We
currently have no significant vendor relationships we are reliant on.

Competition

We
operate in the emerging real estate tokenization market, where we face competition from multiple sources. These include traditional real
estate investment trusts (REITs), real estate crowdfunding platforms, and blockchain-based tokenization companies. Traditional real estate
companies and financial institutions may also develop their own tokenization capabilities. Many of our competitors have greater financial
resources, more established market positions, and longer operating histories than we do. We compete primarily on the basis of technology
capabilities, regulatory compliance expertise, and the breadth of real estate asset types we can tokenize.

6

Table of Contents

Employees
and Human Capital

As
of December 31, 2025, we had 1 full time employee. None of our employees or personnel is represented by a labor union, and we consider
our employee/personnel relations to be good. Competition for qualified personnel in our industry is intense, particularly for software
development and other technical staff. Our human capital resources objectives include, as applicable, identifying, recruiting, retaining,
incentivizing and integrating our existing and new employees, advisors and consultants.

Implications
of Being an Emerging Growth Company

As
a company with less than $1.0 billion in revenue during our most recently completed fiscal year, we qualify as an “emerging growth
company” as defined in Section 2(a) of the Securities Act of 1933, as amended, which we refer to as the Securities Act, as modified
by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As an emerging growth company, we may take advantage of specified
reduced disclosure and other requirements that are otherwise applicable, in general, to public companies that are not emerging growth
companies. These provisions include:

●
Reduced
disclosure about our executive compensation arrangements;

●
No
non-binding shareholder advisory votes on executive compensation or golden parachute arrangements;

●
Exemption
from the auditor attestation requirement in the assessment of our internal control over financial reporting; and

●
Reduced
disclosure of financial information in prospectuses, limited to two years of audited financial information and two years of selected
financial information.

As
a smaller reporting company, each of the foregoing exemptions is currently available to us. We may take advantage of these exemptions
for up to five years or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company
if we have more than $1.0 billion in annual revenues as of the end of a fiscal year, if we are deemed to be a large-accelerated filer
under the rules of the Securities and Exchange Commission, or if we issue more than $1.0 billion of non- convertible debt over a three-year-period.

The
JOBS Act permits an emerging growth company to take advantage of an extended transition period to comply with new or revised accounting
standards applicable to public companies. We have elected the extended transition period for complying with new or revised accounting
standards pursuant to Section 107(b) of the Act until the earlier of the date we (i) are no longer an emerging growth company or (ii)
affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our financial statements
may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Available
Information

Our
website address is www.taprealestate.com. Information found on, or accessible through, our website is not a part of, and is not
incorporated into, this Annual Report on Form 10-K. We file electronically with the SEC our annual reports on Form 10-K, quarterly reports
on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the
Exchange Act. We make available on our website at www.taprealestate.com, free of charge, copies of these reports and other information
as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.

7

Table of Contents