10-Q
Dogecoin Cash, Inc. (DOGP)
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: June 30, 2025 | |
| 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)
1
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 June 30, 2025 is 148,947,864
2
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.
3
Results of Operations
Three Months Ended June 30, 2025 compared with the Three Months Ended June 30, 2024
| Three Months Ended | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| A | B | A-B | ||||||||||
| June 30, | June 30, | Change | Change % | |||||||||
| 2025 | 2024 | |||||||||||
| REVENUE | $ | 192,464 | $ | 234,391 | $ | (41,927) | (18) | % | ||||
| Cost of revenues | 70,988 | 84,102 | (13,114) | (16) | % | |||||||
| Cost of sales % of total sales | 37 | % | 36 | % | 1 | % | 3 | % | ||||
| Gross profit | 121,476 | 150,289 | (28,813) | (19) | % | |||||||
| Gross profit % of sales | 63 | % | 64 | % | ||||||||
| EXPENSES | ||||||||||||
| Professional fees | 41,052 | 91,597 | (50,545) | (55) | % | |||||||
| Depreciation and amortization | 302 | 302 | –– | –– | % | |||||||
| Wages and salaries | 76,027 | 97,009 | (20,982) | (22) | % | |||||||
| Advertising | 638 | 6,052 | (5,414) | (89) | % | |||||||
| General and administrative | 186,873 | 153,274 | 33,599 | 22 | % | |||||||
| Total expenses | 304,892 | 348,234 | (43,342) | (12) | % | |||||||
| NET LOSS FOR THE PERIOD FROM CONTINUING OPERATIONS | (183,416) | (197,945) | 14,529 | (7) | % |
Revenue for the three months ended June 30, 2025, decreased 18% compared to the three months ended June 30, 2024. Cost of revenues as a percentage of sales decreased 16% 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 June 30, 2025 compared with 2024 which trended down as did revenue in the current period. Decreases in professional fees, wages and salaries, advertising and general and administrative expenses. PrestoDoctor management salaries also decreased during the three months ended June 30, 2025.
4
Six Months Ended June 30, 2025 compared with the Six Months Ended June 30, 2024
| Three Months Ended | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| A | B | A-B | ||||||||||
| June 30, | June 30, | Change | Change % | |||||||||
| 2025 | 2024 | |||||||||||
| REVENUE | $ | 376,937 | $ | 459,522 | $ | (82,585) | (18) | % | ||||
| Cost of revenues | 138,494 | 183,120 | (44,626) | (24) | % | |||||||
| Cost of sales % of total sales | 37 | % | 40 | % | (3) | % | (8) | % | ||||
| Gross profit | 238,443 | 276,402 | (37,959) | (14) | % | |||||||
| Gross profit % of sales | 63 | % | 60 | % | ||||||||
| EXPENSES | ||||||||||||
| Professional fees | 78,912 | 149,234 | (70,322) | (47) | % | |||||||
| Depreciation and amortization | 603 | 2,727 | (2,124) | (78) | % | |||||||
| Wages and salaries | 149,417 | 211,080 | (61,633) | (29) | % | |||||||
| Advertising | 2,499 | 7,932 | (5,433) | (68) | % | |||||||
| General and administrative | 292,042 | 278,165 | 13,877 | 5 | % | |||||||
| Total expenses | 523,473 | 649,138 | (125,665) | (19) | % | |||||||
| NET LOSS FOR THE PERIOD FROM CONTINUING OPERATIONS | (285,030) | (372,736) | 87,706 | (24) | % |
Revenue for the six months ended June 30, 2025, decreased 18% compared to the six months ended June 30, 2024. Cost of revenues as a percentage of sales decreased 8% 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 June 30, 2025 compared with 2024 which trended down as did revenue in the current period. Decreases in professional fees, depreciation & amortization, wages and salaries, advertising and general and administrative expenses. PrestoDoctor management salaries also decreased during the six months ended June 30, 2025.
Liquidity and Capital Resources
Cash provided by operating activities was $5,208 in the six months ended June 30, 2025. We ended the second quarter of 2025 with $50,848 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 $7,402,698 and $613,344, respectively, for the six months ended June 30, 2025 and 2024 and had an accumulated deficit of $84,132,677 as of June 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
5
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 June 30, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
6
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.
7
Item 6. Exhibits.
The following documents are included as exhibits to this report:
(a) Exhibits
| Exhibit<br><br><br>Number | SEC<br><br><br>Reference<br><br><br>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 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.
8
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: August 19, 2025
| By: | /s/ David Tobias |
|---|---|
| David Tobias<br><br><br>Principal Executive Officer<br><br><br>Principal Financial Officer |
9
| DOGECOIN CASH, INC. | |
|---|---|
| Contents | |
| Page | |
| --- | --- |
| FINANCIAL STATEMENTS - UNAUDITED – for the three and six months ended June 30, 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-14 |
F-1
| DOGECOIN CASH, INC. | ||
|---|---|---|
| CONDENSED CONSOLIDATED BALANCE SHEETS - UNAUDITED | ||
| June 30, | December 31, | |
| 2025 | 2024 | |
| ASSETS | ||
| Current Assets | ||
| Cash | $50,848 | $34,934 |
| Investment in equity securities, at fair value | 741,900 | 317,100 |
| Total Current Assets | 792,748 | 352,034 |
| Advances to related parties, net of allowance for bad debts | 1,250 | 76,305 |
| Property and equipment, net | 2,026 | 2,163 |
| Intangible assets, net | 3,737 | 4,203 |
| Goodwill | 1,275,811 | 1,275,811 |
| Total Assets | $2,075,572 | $1,710,516 |
| LIABILITIES AND STOCKHOLDERS' DEFICIT | ||
| Current Liabilities | ||
| Accounts payable and accrued expenses | $184,288 | $149,480 |
| Accrued interest - related parties | 35,760 | 30,005 |
| Fair value of convertible component in convertible loans | 174,387 | 174,490 |
| Convertible notes payable | 167,427 | 177,736 |
| Notes payable to related parties | 219,744 | 184,038 |
| Total Current Liabilities | 781,606 | 715,749 |
| Long-term liabilities | ||
| Stock payable | 1,289,648 | 1,123,639 |
| Total Liabilities | 2,071,254 | 1,839,388 |
| Commitments and contingencies (Notes 6 and 8) | ||
| Stockholders' Deficit | ||
| Preferred Stock $0.001 par value; 5,000,000 shares authorized; 4,652,673 and 4,500,000 shares issued and outstanding, respectively | 4,653 | 4,500 |
| Common stock $0.001 par value; 495,000,000 shares authorized; 148,947,864 and 143,903,923 shares issued and outstanding, respectively | 148,948 | 143,904 |
| Additional paid-in capital | 82,260,016 | 82,229,325 |
| Accumulated deficit | (84,132,677) | (83,816,573) |
| Total Cannabis Sativa, Inc. Stockholders' Deficit | (1,719,060) | (1,438,844) |
| Non-Controlling Interest | 1,723,378 | 1,309,972 |
| Total Stockholders' Deficit | 4,318 | (128,872) |
| Total Liabilities and Stockholders' Deficit | $2,075,572 | $1,710,516 |
| The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. |
F-2
| DOGECOIN CASH, INC. | ||||
|---|---|---|---|---|
| CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED | **** | **** | **** | |
| Three Months Ended | Six Months Ended | |||
| June 30, | June 30, | June 30, | June 30, | |
| 2025 | 2024 | 2025 | 2024 | |
| Revenues | $192,464 | $234,391 | $376,937 | $459,522 |
| Cost of Revenues | 70,988 | 84,102 | 138,494 | 183,120 |
| Gross Profit | 121,476 | 150,289 | 238,443 | 276,402 |
| Operating Expenses | ||||
| Professional fees | 41,052 | 91,597 | 78,912 | 149,234 |
| Depreciation and amortization | 302 | 302 | 603 | 2,727 |
| Wages and salaries | 76,027 | 97,009 | 149,417 | 211,080 |
| Advertising | 638 | 6,052 | 2,499 | 7,932 |
| General and administrative | 186,873 | 153,274 | 292,042 | 278,165 |
| Total Operating Expenses | 304,892 | 348,234 | 523,473 | 649,138 |
| Loss from Operations | (183,416) | (197,945) | (285,030) | (372,736) |
| Other Income and (Expenses) | ||||
| Unrealized gain (loss) on investment | (3,450) | 7,350 | 450 | (7,500) |
| Loss on debt settlement | (16,700) | (16,109) | (16,700) | (7,776) |
| Loss on return of investment securities | - | - | - | (33,000) |
| Impairment expense - digital currency | (7,079,850) | - | (7,079,850) | - |
| Interest expense | (11,918) | (184,072) | (21,568) | (192,332) |
| Total Other Income and (Expenses), Net | (7,111,918) | (192,831) | (7,117,668) | (240,608) |
| Loss Before Income Taxes | (7,295,334) | (390,776) | (7,402,698) | (613,344) |
| Income Taxes | - | - | - | - |
| Net Loss for the Period | (7,295,334) | (390,776) | (7,402,698) | (613,344) |
| Loss for the period attributable to non-controlling interest - PrestoCorp and Meme Coins Inc. | (7,083,338) | (14,946) | (7,086,593) | (22,295) |
| Net Loss for the Period Attributable To Cannabis Sativa, Inc. | $(211,996) | $(375,830) | $(316,105) | $(591,049) |
| Net Loss for the Period per Common Share: Basic & Diluted | $(0.00) | $(0.00) | $(0.00) | $(0.02) |
| Weighted Average Common Shares Outstanding: | ||||
| Basic & Diluted | 145,074,338 | 94,364,400 | 144,498,784 | 88,814,039 |
| The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. |
F-3
| DOGECOIN CASH, INC. | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025 AND 2024 - UNAUDITED | |||||||||
| Preferred Stock | Common Stock | Additional Paid-In | Accumulated | Non-controlling Interest - | Non-controlling Interest - Meme | ||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Prestocorp | Coins Inc | Total | |
| Balance - January 1, 2024 | - | $ - | 88,814,037 | $ 88,815 | $ 81,392,196 | $ (82,083,492) | $ 1,359,872 | $ - | $ 757,391 |
| Net loss for the period | - | - | - | - | - | (200,273) | (22,295) | - | (222,568) |
| Balance - March 31, 2024 | - | - | 88,814,037 | 88,815 | 81,392,196 | (82,283,765) | 1,337,577 | - | 534,823 |
| Common stock issued - notes payable conversion | - | - | 2,580,159 | 2,580 | 25,993 | - | - | - | 28,573 |
| Common stock issued for services in accounts payable | - | - | 11,620,476 | 11,620 | 112,240 | - | - | - | 123,860 |
| Net loss for the period | - | - | - | - | - | (375,830) | (14,946) | - | (390,776) |
| Balance - June 30, 2024 | - | $ - | 103,014,672 | $ 103,015 | $ 81,530,429 | $ (82,659,595) | $ 1,322,631 | $ - | $ 296,480 |
| Balance - January 1, 2025 | 4,500,000 | $ 4,500 | 143,903,921 | $ 143,904 | $ 82,229,325 | $ (83,816,573) | $ 1,309,972 | $ - | $ (128,872) |
| Net loss for the period | - | - | - | - | - | (104,108) | (3,256) | - | (107,364) |
| Balance - March 31, 2025 | 4,500,000 | 4,500 | 143,903,921 | 143,904 | 82,229,325 | (83,920,681) | 1,306,716 | - | (236,236) |
| Common stock issued - notes payable conversion | - | - | 843,941 | 844 | 28,103 | - | - | - | 28,947 |
| Common stock issued - acquisition of DogeCoin Cash Tokens | - | - | 4,200,000 | 4,200 | - | - | - | - | 4,200 |
| Preferred stock of Subsidiary issued - acquisition of DogeCoin Cash Tokens | - | - | - | - | - | - | - | 7,500,000 | 7,500,000 |
| Preferred stock issued - dividend payable | 152,673 | 153 | - | - | 2,588 | - | - | - | 2,741 |
| Net loss for the period | - | - | - | - | - | (211,996) | (3,488) | (7,079,850) | (7,295,334) |
| Balance - June 30, 2025 | 4,652,673 | $ 4,653 | 148,947,862 | $ 148,948 | $ 82,260,016 | $ (84,132,677) | $ 1,303,228 | $ 420,150 | $ 4,318 |
| The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. |
F-4
| DOGECOIN CASH, INC. | ||
|---|---|---|
| CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED | ||
| For the six months ended June 30, | 2025 | 2024 |
| Cash Flows From Operating Activities: | ||
| Net loss for the period | $(7,402,698) | $(613,344) |
| Adjustments to reconcile net loss for the period to net cash | ||
| used in operating activities: | ||
| Allowance for bad debt | 75,055 | - |
| Unrealized loss on investments | (450) | 7,500 |
| Impairment expense - digital currency | 7,079,850 | - |
| Depreciation and amortization | 603 | 2,727 |
| Professional fee expense paid with note payable conversion | 1,458 | - |
| Loss on debt settlement | 16,700 | 7,776 |
| Loss on return of investment securities | - | 33,000 |
| Stock payable for services | 168,750 | 231,250 |
| Note payable issued for services | 25,000 | 30,000 |
| Changes in Assets and Liabilities: | ||
| Accounts payable and accrued expenses | 35,288 | 174,490 |
| Fair value of convertible component in convertible loans | (103) | - |
| Accrued interest - related parties | 5,755 | 1,440 |
| Net Cash Provided by (Used in) Operating Activities | 5,208 | (125,161) |
| Cash Flows from Investing Activities: | ||
| Net Cash Used in Investing Activities | - | - |
| Cash Flows from Financing Activities: | ||
| Proceeds from convertible notes payable | - | 30,000 |
| Proceeds from related parties notes payable, net | 10,706 | 10,240 |
| Net Cash Provided by Financing Activities | 10,706 | 40,240 |
| NET CHANGE IN CASH | 15,914 | (84,921) |
| CASH AT BEGINNING OF PERIOD | 34,934 | 83,762 |
| CASH AT END OF PERIOD | 50,848 | (1,159) |
| Supplemental Disclosures of Non Cash Activities: | ||
| Noncash investing and financing activities | ||
| Preferred shares issued for divided payable included in stock payable | $2,741 | $- |
| Preferred shares of subsidiary issued in acquisition of digital currency | $7,500,000 | $- |
| Common shares issued in acquisition of digital currency | $4,200 | $- |
| Shares issued in consideration of convertible notes and interest payable - related parties | $- | $7,453 |
| Shares issued in consideration of convertible notes payable | $28,947 | $21,120 |
| Convertible note issued for payable | $- | $86,022 |
| Common stock issued for services in accounts payable | $- | $123,860 |
| 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 Six 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 51% owned subsidiary. DogeSPAC LLC, Meme Coins Inc., Wild Earth, KPAL, Hi Brands, and Eden are wholly owned subsidiaries. At June 30, 2025 and December 31, 2024, PrestoCorp is the sole operating subsidiary.
Our primary operations for the six months ended June 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 six months ended June 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 June 30, 2025, and its results of operations, cash flows, and changes in stockholders’ equity for the three and six months ended June 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.
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 $84,132,677 at June 30, 2025, 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
F-6
obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they are due.
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 each of the six months ended June 30, 2025 and 2024, the Company has 3,708,929 outstanding warrants. For the six months ended June 30, 2025 and 2024, the Company has 4,652,673 and -0- shares of convertible preferred stock, respectively, that would be dilutive to future periods 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 June 30, 2025 and December 31, 2024:
| June 30, | December 31, | |||
|---|---|---|---|---|
| 2025 | 2024 | |||
| 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 | (1,531,673) | (1,531,207) | ||
| Net Intangible Assets | $ | 3,737 | $ | 4,203 |
Amortization expense for each of the three months ended June 30, 2025 and 2024 was $233. Amortization expense for the six months ended June 30, 2025 and 2024 was $466 and $2,590, respectively.
Amortization of intangibles through 2029 is:
| July 1, 2025 to June 30, 2026 | $ | 932 |
|---|---|---|
| July 1, 2026 to June 30, 2027 | 932 | |
| July 1, 2027 to June 30, 2028 | 932 | |
| July 1, 2028 to June 30, 2029 | 932 | |
| July 1, 2029 to June 30, 2030 | 9 |
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 June 30, 2025 and December 31, 2024. The balance of goodwill at June 30, 2025 and December 31, 2024 was $1,275,811.
F-7
3. Related Party Transactions
For the three and six months ended June 30, 2025 and 2024 officers and board of directors expense was $12,500 (2024: $23,123) and $22,395 (2024: $63,587), respectively. The Company also had consulting contracts with David Tobias and Cathy Carroll as noted below. At June 30, 2025 and December 31, 2024 the Company owed two (2) directors $18,750 for directors 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, 2025 and 2024 was $46,875. Director fees to Mr. Tobias for the three months ended March 31, 2025 and 2024 were $-0- and $3,125, respectively. The last payment of these services was in June of 2022. At March 31, 2025 and December 31, 2024, the Company owed Mr Tobias $515,625 and $468,750 in consulting services, and $25,000 in directors fees. These are included in stock payable at March 31, 2025 and December 31, 2024 for a total of $540,625 and $493,750, respectively.
At June 30, 2025 and December 31, 2024 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 June 30, 2025 and December 31, 2024 for a total of $100,000.
Consulting expense to Patrick Bilton, the Company’s chief operating officer for the three and six months ended June 30, 2025 and 2024 was $-0- (2024: $28,125) and $-0- (2024: $56,250), respectively. The last payment of these services was in June of 2022. At June 30, 2025 and December 31, 2024 the Company owed Mr Bilton $253,125 in consulting services. These are included in stock payable at June 30, 2025 and December 31, 2024.
Ms Carroll has a consulting agreement with the Company in the amount of $12,500, quarterly. For each of the three and six months ended June 30, 2025 and 2024 consulting expense was $12,500 and $25,000. Director fees to Ms Carroll for the three and six months ended June 30, 2025 and 2024 were $-0- (2024: $2,500) and $-0- (2024: $5,000), respectively. Ms Carroll has elected that these payments increase her note payable each quarter.
During the year ended December 31, 2024, David Tobias, the Company’s chief executive officer and director, loaned $11,788 to the Company for notes payable bearing interest at the rate of 5% per annum due on December 31, 2024.
During the year ended December 31, 2024, Trevor Reed, a director of the loaned $8,000 to the Company for notes payable 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 six months ended June 30, 2025, David Tobias, the Company’s chief executive officer and director, loaned $10,706 to the Company for notes payable bearing interest at the rate of 5% per annum due on December 31, 2025.
During the year ended December 31, 2024, the Company and Cathy Carroll, director, entered into a note payable for $60,000 for compensation due her for services. Ms. Carroll’s note bears interest at 5% per annum and is due December 31, 2024. During the six months ended June 30, 2025 Ms. Carroll’s note was increased by her compensation of $12,500 for a total of $25,000. At June 30, 2025 and December 31, 2024 the note payable balance was $189,250 and $164,250, respectively.
During the three and six months ended June 30, 2025 and 2024, the Company recorded interest expense related to notes payable to related parties at the rates between 5% and 8% per annum in the amounts of $2,981 (2024: $689) and $5,755 (2024: $1,440), respectively.
F-8
The following tables reflect the related party note payable balances.
| Related party<br><br><br>notes | Accrued<br><br><br>interest | Total | ||||
|---|---|---|---|---|---|---|
| David Tobias, CEO & Director | $ | 22,494 | $ | 19,053 | $ | 41,547 |
| Cathy Carroll, Director | 189,250 | 16,227 | 205,477 | |||
| Trevor Reed, Director | 8,000 | 480 | 8,480 | |||
| Stock payable – Directors & Officers | 962,116 | - | 962,116 | |||
| Totals | $ | 1,181,860 | $ | 35,760 | $ | 1,217,620 |
| Related party<br><br><br>notes | Accrued<br><br><br>interest | Total | ||||
| --- | --- | --- | --- | --- | --- | --- |
| David Tobias, CEO & Director | $ | 11,788 | $ | 18,712 | $ | 30,500 |
| Cathy Carroll, Director | 164,250 | 11,226 | 175,476 | |||
| Trevor Reed, Director | 8,000 | 67 | 8,067 | |||
| Stock payable – Directors & Officers | 865,625 | - | 865,625 | |||
| Totals | $ | 1,049,663 | $ | 30,005 | $ | 1,079,688 |
At June 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 $75,054, (see Note 8 and 11). The amount is included in advances to related party on the condensed consolidated balance sheets. The funds were advanced to MJ Harvest, Inc. to cover operating expenses. 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.
The Company also has an advance to a director of $1,250 at June 30, 2025 and December 31, 2024 that is included in advances to related parties. The funds were advanced to the director to cover upcoming 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 June 30, 2025 and December 31, 2024 was $11,550 and $11,100 resulting in an unrealized gain (loss) of ($3,450) (2024: $7,350) and $450 (2024: ($7,500)) for the change in fair value during the three and six months ended June 30, 2025 and 2024, respectively.
5. Dogecoin Cash Token
On November 13, 2024, the Company completed the acquisition of 100% of the membership interests of DogeSPAC LLC, a Colorado limited liability company. As a result of the acquisition, the Company obtained 600,000,000 Dogecoin Cash ($DOG) tokens.
F-9
In consideration for the acquisition, the Company issued 4,500,000 shares of its Series A Preferred Stock to the seller. The Series A Preferred Stock is not convertible but is redeemable at the option of the Company over a ten-year period. Additionally, upon declaration of dividends by the Company’s board of directors, each share of Series A Preferred Stock is entitled to receive one share of common stock per year as a dividend in kind.
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) = $306,000
Accordingly, the Company recorded the following journal entry:
| Account | Debit |
|---|---|
| Investment in DogeSPAC LLC | 306,000 |
| Series A Preferred Stock (par) | |
| Additional Paid in Capital |
All values are in US Dollars.
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)
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 ($306,000), based on the consideration transferred in the acquisition, until such time that market conditions stabilize and fair value can be reliably measured.
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
F-10
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 three and six months ended June 30, 2025 attributable 100% to the non-controlling interest in Meme Coins Inc.
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 $72,262. As stated in the January 1, 2023, agreement Ms Merrill’s contract compensation will also be added to the note for her services through March 31, 2023 in the amount of $25,000. On December 19, 2023, $11,500 of note payable was converted to 6,700,000 shares common stock which were valued at $36,800 resulting in a loss on conversion of $25,300.
On January 29, 2024 $6,916 of note payable was converted to 1,900,000 shares common stock which were valued at $41,610 resulting on a loss on conversion of $34,694.
On October 1, 2024 $10,045 of note payable was converted to 3,500,000 shares common stock which were valued at $35,000 resulting on a loss on conversion of $24,955.
On October 1, 2024, 5,539 shares common stock which were issued that were shorted in the conversion on December 19, 2023. These were valued at $55 resulting on a loss on conversion of $55.
The note bears interest at 8% and has a term of one year when payment of principal and interest is due. If payment by S-8 shares the amount paid will be with a 10% discount, if by agreement and paid with restricted stock will be with a 30% discount. Both methods are calculated using the lowest 3 closing prices during the 30 trading days preceding the request for conversion.
The note value at June 30, 2025 and December 31, 2024 was $68,801.
The Company accounted for the note in accordance with ASC 470-20, Debt with conversion and other Options. As of June 30, 2025 and December 31, 2024 the conversion feature was valued at $27,083.
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 $75,000. The note bears interest at 5% and has a term of one year when payment of principal and interest is due. If payment by S-8 shares the amount paid will be with a 10% discount, if by agreement and paid with restricted stock will be with a 30% discount. Both methods are calculated using the average of the lowest 3 closing prices during the 30 trading days preceding the request for conversion.
The Company accounted for the note in accordance with ASC 470-20, Debt with conversion and other options. As of June 30, 2025 and December 31, 2024, the conversion feature was valued at $147,304.
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 $33,333. The Company received $25,000 after loan costs of $5,000 and original issue discount of $3,333. The original issue discount is included in loss on debt settlement. The maturity date is nine months after the issue date, accruing interest at 12% per annum and can be converted after 180 days from date of issue at a fixed rate of $0.02 per share. On December 18, 2024, Quick Capital converted $23,024 of note payable plus interest of $2,159 and $1,457 fees into 6,837,782 shares of common stock. The market value on December 18, 2024 was $0.01 or a market value of $68,378 which gave rise to a loss on conversion of $41,738. On May 21, 2025, Quick Capital converted $10,831 of note payable plus fees of $1,457 into 843,941 shares of common stock. The market value on May 21, 2025 was $0.0343 or a market value of $113,400 which gave rise to a loss on conversion of $16,700. The note value at June 30, 2025 and December 31, 2024 was $-0-. For the three and six months ended June 30, 2025 the conversion feature was expensed to interest expense in the amount of $103 due to the final conversion of this note.
F-11
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 $15,626. The note bears interest at 10% and has a term of one year when payment of principal and interest is due. Conversion will be with a 25% discount and will be calculated using the lowest closing price during the 25 trading days preceding the request for conversion.
The Company accounted for the note in accordance with ASC 470-20, Debt with conversion and other Options. As of June 30, 2025 and December 31, 2024, the conversion feature was valued at $0.
During the year ended December 31, 2024, Carolyn Merrill, loaned $4,000 to the Company for a note payable 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. Conversion if by agreement and paid with restricted stock will be with a 30% discount. Both methods are calculated using the lowest 3 closing prices during the 30 trading days preceding the request for conversion.
During the year ended December 31, 2024, Joe Ange III, loaned $4,000 to the Company for a note payable 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. Conversion if by agreement and paid with restricted stock will be with a 30% discount. Both methods are calculated using the lowest 3 closing prices during the 30 trading days preceding the request for conversion.
At June 30, 2025 and December 31, 2024, accrued interest payable on these notes was $28,628 and $21,285, respectively. Accrued interest payable is included in accounts payable and accrued expenses on the condensed consolidated balance sheet. Interest expense for the three and six months ended June 30, 2025 and 2024 was $4,437 (2024: $2,144) and $7,344 (2024: $10,146), respectively.
7. Stockholders’ Equity
Change in Authorized Shares
The Company increased the number of authorized common shares the Company is authorized to issue to 495,000,000 on August 8, 2022. This change in capital structure was approved without a meeting by the consent of the shareholders holding a majority of the common stock outstanding and Articles of Amendment were filed with the State of Nevada.
Preferred Stock
Series A Preferred Stock
On November 13, 2024, the Company designated 5,000,000 and issued 4,500,000 shares of Series A Preferred Stock at a par value of $0.001 per share, pursuant to a Certificate of Designation filed with the Nevada Secretary of State. 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.
During the year ended December 31, 2024, the Company approved a preferred stock dividend of 1 share preferred for every 1,000 common shares held by shareholders of record on November 25, 2024. 137,066 shares of preferred stock are due to be issued valued $2,741 based on the market value of $0.02 on November 25, 2024, and was included in stock payable at December 31, 2024. During May 2025, preferred shares totaling 152,673 were issued to satisfy the dividend declared in 2024.
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.
F-12
During the year ended December 31, 2024, the Company approved the acquisition of DogeSPAC, LLC, a Colorado LLC with an issuance of 4,500,000 preferred stock. These shares were valued at $306,000 based on the redemption rate and the closing market value of $0.00680 on November 13, 2024.
Securities Issuances
Stock payable at June 30, 2025 consists of 35,037,747 preferred shares and 20,992,665 restricted common shares owed to members of the board of directors for directors’ fees and contract services. These shares were valued at $959,375 based on the fair value of the Company’s common stock at the date of board authorization. An additional 23,816,580 common shares were owed to various non-related vendors at June 30, 2025 valued at $330,274 based on the fair value of the Company’s common stock at the date of board authorization.
During the six months ended June 30, 2024, 11,620,476 shares of common stock were issued to pay services that were included in accounts payable at December 2023 in the amount of $123,860.
During the six months ended June 30, 2024, 1,380,159 shares of common stock were issued to convert $4,000 of a note payable and $1,217 of accrued interest to a related party. The note was converted at a discount of 30% at a average of the lowest closing prices for 30 days prior to January 29, 2024 which produced a loss on debt settlement of $2,236. See Note 3.
During the six months ended June 30, 2024, 1,200,000 shares of common stock were issued to convert $7,613 of a note payable, $2,967 of accrued interest and $1,420 of fees. The note was converted at a flat rate of $0.01. Market value at date of conversion was $0.0176 which produced a loss on debt settlement of $9,120. See Note 6.
During the six months ended June 30, 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 six months ended June 30, 2025 the Company issued 4,200,000 shares of common stock in exchange for 420,000,000 Dogecoin Cash Tokens.
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 June 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 two-year term at $2,590 per month expiring in April 2024. On April 12, 2024, PrestoCorp signed a new lease for (12) twelve months at $1,575 per month starting on May 1, 2024 and expiring on April 30, 2025.
Rent expense for the three and six months ended June 30, 2025 and 2024 was $4,968 (2024: $15,049) and $13,075 (2024: $24,169), respectively.
F-13
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 June 30, 2025, 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 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.
10. Other Matters
Agreement with Bots, Inc.
On February 19, 2025, the Company entered into an agreement with Bots, Inc. to purchase 420,000,000 DogeCoin Cash tokens (token symbol: DOG). The Company’s Board of Directors approved the transaction on February 20, 2025. The transaction is closed on May 22, 2025.
Formation of MEME COINS Inc. and Agreement with Tipestry, Inc.
In the first quarter of 2025, the Company established a wholly owned subsidiary, MEME COINS Inc., to support its strategic initiatives in the digital asset sector. MEME COINS Inc. subsequently entered into an agreement with Tipestry, Inc. to acquire an additional 3,000,000,000 DogeCoin Cash tokens, to be paid for through the issuance of MEME COINS Inc. preferred shares. This transaction was completed on June 24, 2025.
F-14
EXHIBIT 31.1
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, David Tobias, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, of Dogecoin Cash, Inc., (the “Registrant”); | |
|---|---|---|
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report; | |
| 4. | The Registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Registrant and have: | |
| a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| --- | --- | |
| b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| c) | evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d) | disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and | |
| 5. | The Registrant’s other certifying officer(s) and I have disclosed to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions); | |
| --- | --- | |
| a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and | |
| --- | --- | |
| b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting. | |
| Date: August 19, 2025 | By: | /s/ David Tobias |
| --- | --- | --- |
| Principal Executive Officer |
EXHIBIT 31.2
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, David Tobias, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, of Dogecoin Cash, Inc., (the “Registrant”); | |
|---|---|---|
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report; | |
| 4. | The Registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Registrant and have: | |
| a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| --- | --- | |
| b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| c) | evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| d) | disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and | |
| 5. | The Registrant’s other certifying officer(s) and I have disclosed to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions); | |
| --- | --- | |
| a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and | |
| --- | --- | |
| b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting. | |
| Date: August 19, 2025 | By: | /s/ David Tobias |
| --- | --- | --- |
| David Tobias, Principal Financial Officer |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Dogecoin Cash Inc. (the “Registrant”) on Form 10-Q for the quarter ended June 30, 2025, as filed with the Commission on the date hereof (the “Quarterly Report”), I, David Tobias, Principal Executive Officer of the Registrant, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | The Quarterly Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
|---|---|
| (2) | The information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant. |
| Dated: August 19, 2025 | |
| --- | --- |
| /s/ David Tobias | |
| David Tobias<br><br><br>Principal Executive Officer |
EXHIBIT 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Dogecoin Cash, Inc. (the “Registrant”) on Form 10-Q for the quarter ended June 30, 2025, as filed with the Commission on the date hereof (the “Quarterly Report”), I, David Tobias, Principal Financial Officer of the Registrant, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | The Quarterly Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
|---|---|
| (2) | The information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant. |
| Dated: August 19, 2025 | |
| --- | --- |
| /s/ David Tobias | |
| David Tobias<br><br><br>Principal Financial Officer |