DOGP 10-K
Dogecoin Cash, Inc. (DOGP)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934 |
For the transition period from _______________________ to __________________________
Commission File Number
(Exact name of registrant as specified in charter) |
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(Address of principal executive offices) |
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(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: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, Par Value $0.001
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.
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 past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☐ | Smaller reporting company | ||
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| Emerging growth company |
Indicate by check mark whether the issuer is a shell company (as defined in rule 12b-2 of the Exchange Act). Yes
If an emerging growth company, indicate by check mark 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.
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.
The aggregate market value of the voting and non-voting common stock held by non-affiliates was approximately $
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
As of February 28, 2026, there were
Holders of Record
As of February 28, 2026, there were approximately 71 holders of record of the registrant’s common stock.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).
None.
The Company does not incorporate by reference any portions of an annual report to security holders, proxy or information statement, or prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933 into this Annual Report on Form 10-K.
FORWARD-LOOKING STATEMENTS
In addition to historical information, this Annual Report on Form 10-K, including, but not limited to, the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. We use words such as “believe”, “expect”, “anticipate”, “project”, “target”, “plan”, “optimistic”, “intend”, “aim”, “will”, or similar expressions, which are intended to identify forward-looking statements. You are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, as well as assumptions that if they were to ever materialize or prove incorrect, could cause the results of the Company to differ materially from those expressed or implied by such forward-looking statements. Future events and actual results could differ materially from those set forth in, contemplated by or underlying the forward-looking statements. Forward-looking statements speak only as of the date on which they are made. The Company assumes no obligation and does not intend to update these forward-looking statements for any reason after the date of the filing of this report, to conform these statements to actual results or to changes in our expectations, except as required by law.
Report Introduction
Dogecoin Cash, Inc. (the “Company”) is a technology and telehealth services company operating primarily through its majority-owned subsidiary, PrestoCorp, Inc., which provides online telehealth referral services connecting patients with licensed physicians in jurisdictions where medical cannabis evaluations are permitted under applicable state laws.
The Company also maintains strategic initiatives involving digital assets and blockchain-related technologies through subsidiaries including DogeSPAC LLC, Meme Coins, Inc., and Dogecoin Treasury, Inc.
This Annual Report on Form 10-K presents the Company’s audited consolidated financial statements and a discussion of its operations, financial condition, and strategic initiatives for the fiscal year ended December 31, 2025.
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PART I
Item 1. Business
Overview
Dogecoin Cash, Inc. (the “Company”), formerly Cannabis Sativa, Inc. and previously Ultra Sun Corporation, was incorporated under the laws of the State of Nevada in November 2004.
The Company currently conducts its principal operations through its majority-owned subsidiary PrestoCorp, Inc., doing business as PrestoDoctor, which operates a telemedicine platform that connects patients with licensed physicians who conduct medical cannabis evaluations through secure video consultations in jurisdictions where such services are permitted under applicable state laws.
The Company provides the technology platform and administrative support that facilitate telemedicine consultations between patients and licensed physicians. The physicians who conduct medical cannabis evaluations through the PrestoDoctor platform are independent medical professionals who are responsible for the medical services they provide to patients in accordance with applicable state laws and professional standards.
The Company’s primary operating activity is the provision of telemedicine services through the PrestoDoctor platform. References to digital assets or related technology initiatives relate to exploratory or ancillary activities conducted through subsidiaries and do not represent the Company’s principal source of revenue.
The Company is not affiliated with, endorsed by, or otherwise associated with the cryptocurrency known as “Dogecoin” or any related digital asset project, and the Company does not issue or sponsor any cryptocurrency.
Business Model
The Company operates a technology-enabled telemedicine platform that facilitates medical cannabis evaluations conducted by licensed physicians where permitted by applicable state laws.
Patients schedule consultations through the PrestoDoctor platform and are connected with licensed physicians who conduct telemedicine consultations remotely using secure online technology.
The Company generates substantially all of its revenue from telemedicine consultation services facilitated through the PrestoDoctor platform.
Asset-Light Platform Model
The Company operates using an asset-light platform model in which telemedicine services are facilitated through digital infrastructure rather than through ownership of physical clinic locations or healthcare facilities.
The PrestoDoctor platform connects patients with licensed physicians through secure proprietary online technology, enabling telemedicine consultations to occur remotely in jurisdictions where permitted by applicable state laws.
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Corporate Strategy
The Company’s strategy is to continue expanding its telemedicine platform while maintaining a capital-efficient operating structure.
The Company also maintains intellectual property assets and evaluates technology initiatives through subsidiaries including Dogecoin Treasury Inc., Dogespac LLC, and Meme Coins Inc.
Intellectual Property
The Company maintains cannabis-related intellectual property through Kubby Patent and Licenses, LLC.
This intellectual property includes:
• the Ecuadorian Sativa cannabis strain plant patent (CTA)
• a patent relating to a method of treating hypertension using a cannabinoid-containing lozenge delivery system.
While the Company maintains certain cannabis-related intellectual property assets, substantially all current revenues are generated from telemedicine consultation services facilitated through the PrestoDoctor platform.
Corporate Structure
The Company conducts its operations through a combination of operating and strategic subsidiaries.
Operating Subsidiary
• PrestoCorp, Inc. – telemedicine services conducted through the PrestoDoctor platform.
Strategic and Technology Subsidiaries
• Dogecoin Treasury, Inc. – technology initiative and digital asset treasury activities
• DogeSPAC LLC – digital asset acquisition entity
• Meme Coins, Inc. – digital asset investment subsidiary
Other Subsidiaries
• Kubby Patent and Licenses, LLC – intellectual property
• 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.
Operating Segments
The Company currently operates primarily through a single reportable operating segment consisting of telemedicine services conducted through PrestoCorp, Inc.
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Facilities
The Company maintains its principal executive office at:
355 West Mesquite Boulevard
Suite C70
Mesquite, Nevada 89027
The office space is utilized pursuant to a rental arrangement.
Many administrative functions of the Company are conducted remotely.
PrestoCorp, Inc. maintains office space in New York used for operational and administrative support.
The office space is utilized pursuant to a month-to-month rental arrangement.
Competition
The Company competes with other telemedicine platforms and healthcare technology providers offering remote consultation services.
Many competitors may have greater financial resources, larger physician networks, and more extensive technology infrastructure.
Government Regulation
Telemedicine services are subject to federal and state laws governing healthcare delivery, telemedicine practice, and patient privacy.
The physicians who conduct consultations through the PrestoDoctor platform are responsible for complying with applicable professional licensing and regulatory requirements.
Telemedicine services in the United States are subject to federal and state laws and regulations governing healthcare services, telemedicine practice, and the protection of patient information. These laws and regulations may include state licensing requirements applicable to physicians, telehealth practice standards, and privacy and data protection laws such as the Health Insurance Portability and Accountability Act (“HIPAA”). The Company’s telemedicine platform facilitates consultations between patients and licensed physicians and relies on third-party technology infrastructure and healthcare professionals operating in accordance with applicable state regulatory frameworks.
The physicians who conduct medical cannabis evaluations through the PrestoDoctor platform are independent medical professionals who are responsible for the medical services they provide to patients in accordance with applicable state laws and professional standards. The Company provides the technology platform and administrative support that facilitate these telemedicine consultations.
Although the Company holds certain cannabis-related intellectual property and may evaluate potential licensing opportunities in jurisdictions where cannabis activities are permitted under applicable state laws, the Company does not currently cultivate, distribute, or sell cannabis products.
Cannabis remains classified as a Schedule I controlled substance under the federal Controlled Substances Act (“CSA”). While a number of states have adopted laws permitting medical or adult-use cannabis
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activities under state regulatory frameworks, such activities remain illegal under federal law. As a result, any future activities involving cannabis-related products or licensing arrangements could be subject to regulatory uncertainty and legal risks. The Company intends to comply with applicable federal, state, and local laws in jurisdictions in which it conducts business.
The Company’s current operations consist primarily of telemedicine services conducted through the PrestoDoctor platform and do not involve the cultivation, manufacture, or sale of cannabis products.
Item 1A. Risk Factors
The Company faces various risks including:
• dependence on telemedicine revenue
• regulatory changes affecting telemedicine or medical cannabis programs
• competition from larger telemedicine providers
• reliance on third-party physicians
• potential need for additional capital.
Regulation of Telemedicine and Physician Licensing May Affect Our Operations
The Company’s telemedicine services are subject to state laws and regulations governing the practice of medicine, telemedicine, and physician licensing. Physicians providing consultations through the PrestoDoctor platform must comply with applicable state medical licensing requirements and telemedicine regulations in the jurisdictions where patients are located. Changes in state laws, regulations, or enforcement policies related to telemedicine, medical cannabis evaluations, or physician licensing could affect the ability of physicians to provide services through the Company’s platform or increase compliance costs. Any such changes could have a material adverse effect on the Company’s business, financial condition, and results of operations.
Item 1B. Unresolved Staff Comments
None.
Item 1C. Cybersecurity
The Company relies on information technology systems and third-party service providers to operate its telemedicine platform.
Management maintains processes designed to identify and manage cybersecurity risks associated with these systems.
As of the date of this report, the Company is not aware of any cybersecurity incidents that have materially affected its operations.
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Item 2. Properties
The Company maintains its principal executive office in Mesquite, Nevada as described above.
Many administrative functions are conducted remotely through virtual office arrangements.
Item 3. Legal Proceedings
The Company is not currently a party to any material legal proceedings.
Item 4. Mine Safety Disclosures
Not applicable.
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
The following information relates solely to the Company’s common stock, par value $0.001 per share, which is the only class of the Company’s equity securities quoted for trading.
Market Information
The Company’s common stock is quoted on the OTCQB Venture Market under the symbol DOGP.
Trading in securities quoted on the OTCQB Venture Market may involve limited liquidity compared with securities listed on national securities exchanges.
Holders of Record
As of February 28, 2026, there were approximately 71 holders of record of the Company’s common stock.
This number does not include beneficial owners whose shares are held in street name through brokerage firms or other nominees.
Dividend Policy
The Company has not declared or paid cash dividends on its common stock and does not currently anticipate paying cash dividends in the foreseeable future.
The Company intends to retain future earnings to support business development and operations.
As previously disclosed, the Company effected a distribution of digital asset-linked units to shareholders of record based on a record date of December 22, 2025, payable pro rata on January 7, 2026, pursuant to a corporate action announced by FINRA on January 8, 2026.
The units were distributed as a special shareholder distribution and were not issued in exchange for cash consideration.
Each unit represents a beneficial interest in one (1) Dogecoin Cash blockchain token.
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The Units do not represent additional shares of the Company’s common stock and are separate from the Company’s common or preferred equity securities. The units are not cryptocurrencies or blockchain tokens issued by the Company. The distribution of the units did not result in the issuance of additional equities or debt of the Company’s common or preferred stock and did not affect the number of shares of common or preferred stock outstanding. The tokens may not be withdrawn by the unit holders until on or after January 7, 2027.
Issuer Purchases of Equity Securities
The Company did not repurchase any shares of its common stock during the year ended December 31, 2025.
Item 6. [Reserved]
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview
Dogecoin Cash Inc. operates primarily through its majority-owned subsidiary PrestoCorp, Inc., which conducts telemedicine services through the PrestoDoctor platform.
The Company generates substantially all of its revenue from telemedicine consultation services facilitated through the PrestoDoctor platform.
Digital Asset Initiatives
The Company maintains certain digital asset and blockchain-related initiatives through subsidiaries including DogeSPAC LLC, Meme Coins, Inc., and Dogecoin Treasury, Inc. These activities currently represent exploratory or strategic initiatives and do not constitute a significant source of the Company’s revenue or operating cash flows. The Company’s principal operating business remains the provision of telemedicine services through its majority-owned subsidiary PrestoCorp, Inc.
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Results of Operations
Year Ended December 31, 2025 compared with the Year Ended December 31, 2024
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| December 31, |
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2025 | 2024 | |||||||||||||||
REVENUE |
| $ | 738,907 |
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| $ | 802,704 |
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| $ | (63,797) |
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| (8) | % |
Cost of revenues |
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| 265,704 |
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| 310,620 |
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| (44,916) |
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| (14) | % |
Cost of sales % of total sales |
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| 36 | % |
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| 39 | % |
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| (3) | % |
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| (7) | % |
Gross profit |
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| 473,203 |
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| 492,084 |
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| (18,881) |
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| (4) | % |
Gross profit % of sales |
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| 64 | % |
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| 61 | % |
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EXPENSES |
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Professional fees |
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| 192,806 |
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| 309,397 |
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| (126,591) |
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| (40) | % |
Depreciation and amortization |
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| 1,182 |
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| 3,329 |
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| (2,147) |
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| (64) | % |
Wages and salaries |
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| 294,328 |
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| 364,949 |
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| (70,621) |
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| (19) | % |
Advertising |
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| 3,758 |
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| 12,268 |
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| (8,510) |
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| (69) | % |
General and administrative |
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| 527,832 |
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| 484,612 |
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| 42,462 |
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| 9 | % |
Total expenses |
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| 1,019,906 |
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| 1,174,555 |
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| (165,407) |
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| (14) | % |
NET LOSS FROM CONTINUING OPERATIONS |
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| (546,703) |
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| (682,471) |
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| 146,526 |
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| (21) | % |
Revenue for the fiscal year ended December 31, 2025 decreased 8% compared to the year ended December 31, 2024. Cost of revenues as a percentage of sales decreased 14% between the years. The reason for the decrease is there is a significant increase in competition for market share in the cannabis tele-medicine industry.
Total operating expenses decreased 14% in 2025 compared with 2024 which trended down as did revenue in the current year. Decreases in professional fees, depreciation and amortization, wages and salaries, and advertising expenses. Depreciation and amortization decreased due to patents becoming fully amortized. Advertising costs were reduced by taking a more focused approach to our target markets. PrestoDoctor salaries decreased with an effort to consolidate and reduce employees and officers reducing their salaries. Professional fees decreased due to a decrease in legal and accounting. General and administrative expenses increased due to $75,055 in bad debts and an increase in web costs.
Revenue is derived primarily from telemedicine consultation services conducted through the PrestoDoctor platform.
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Operating expenses consist primarily of:
• platform development
• physician network support
• professional fees
• marketing and administrative expenses.
Liquidity and Capital Resources
Cash used in operating activities was $39,583 in 2025 compared to $107,671 in 2024. In 2025, financing activities provided $34,202 compared to $60,092 in 2024. We ended 2025 with $29,553 in cash on hand.
The accompanying 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 loss of $10,043,831 and $1,780,240 respectively, for the years ended December 31, 2025, and 2024 and had an accumulated deficit of $84,389,964 as of December 31, 2025. The Company may seek to raise money for working capital purposes through a public offering of its equity capital or through a private placement of equity capital or convertible debt. It will be important for the Company to be successful in its efforts to raise capital in this manner if it is going to be able to further its business plan in an aggressive manner. Raising capital in this manner will cause dilution to current shareholders.
The Company has historically funded operations through telemedicine revenues and financing transactions.
Future expansion of the Company’s operations may require additional capital.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
The Company qualifies as a smaller reporting company and is not required to provide the information required by this item.
Item 8. Financial Statements and Supplementary Data
The Company’s consolidated financial statements are included beginning on page [F-1].
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Management is responsible for establishing and maintaining disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed with the Securities and Exchange Commission is recorded, processed, summarized, and reported within required time periods.
Management evaluated the effectiveness of these controls as of the end of the reporting period and concluded that the Company’s disclosure controls and procedures were effective.
Item 9B. Other Information
None.
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Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
PART III
The information required by Items 10 through 14 of Part III of this Annual Report on Form 10-K is provided below.
Item 10. Directors, Executive Officers and Corporate Governance
The following table sets forth certain information regarding the Company’s directors and executive officers as of the most recent practicable date, including their respective ages and positions with the Company.
Name | Age | Position |
David M. Tobias | 74 | President, Chief Executive Officer and Chairman |
Catherine J. Carroll | 86 | Treasurer and Director |
Trevor Reed | 62 | Director |
Robert Tankson | 39 | Director |
Directors are elected at the Company’s annual meeting of shareholders and serve until their successors are elected and qualified. Executive officers are appointed by the Board of Directors and serve at the discretion of the Board.
Biographical information for each director and executive officer is set forth below.
Directors and Executive Officers — Business Experience
The following paragraphs set forth certain information regarding the members of the Company’s Board of Directors and executive officers. The Board of Directors has concluded that each director should serve as a director of the Company based on such person’s experience, qualifications, attributes, and skills, including those described below.
David M. Tobias
David M. Tobias has served as President and Chief Executive Officer of the Company since 2016 and as Chairman of the Board since 2025. Mr. Tobias has extensive experience in corporate management, strategic planning, and the management of public companies. He also serves as an executive officer of Nuclear Diamond Batteries, Inc., a publicly traded company, and was appointed by the board of directors of that company on an interim basis following the unexpected death of its then-President, John Lee. Mr. Tobias’s experience in public company leadership, capital markets, and corporate strategy provides valuable insight into the Company’s operations and long-term growth initiatives, which the Board believes qualifies him to serve as a director of the Company.
Catherine J. Carroll
Catherine J. Carroll has served as a director of the Company since 2014 and currently serves as Treasurer of the Company. Ms. Carroll has experience in corporate administration and financial operations and also
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serves as Chief Financial Officer and a director of Nuclear Diamond Batteries, Inc., a publicly traded company. Ms. Carroll’s experience in financial administration, accounting oversight, and corporate operations provides valuable perspective on the Company’s financial reporting and administrative functions, which the Board believes qualifies her to serve as a director of the Company.
Trevor Reed
Trevor Reed has served as a director of the Company since 2016. Mr. Reed has experience in business development and strategic advisory roles. The Board believes Mr. Reed’s experience in business development and strategic advisory roles qualifies him to serve as a director of the Company.
Robert Tankson
Robert Tankson has served as a director of the Company since 2020. Mr. Tankson has experience in corporate operations and management and is a founder and Chief Operating Officer of PrestoDoctor, a telehealth platform in which the Company holds a controlling ownership interest. The Board believes Mr. Tankson’s operational experience in healthcare technology and telemedicine qualifies him to serve as a director of the Company.
Board of Directors and Corporate Governance
The Board of Directors is responsible for oversight of the Company’s business affairs and the management of the Company’s strategic direction.
The Board of Directors has determined that Trevor Reed qualifies as an independent director under independence standards commonly used by national securities exchanges. In making this determination, the Board considered all relevant facts and circumstances, including the absence of any material relationship between Mr. Reed and the Company or its management that would interfere with the exercise of independent judgment.
Board Committees
The Board of Directors has established an Audit Committee to assist the Board in fulfilling its oversight responsibilities. The Board of Directors has not established separate compensation or nominating committees, and the functions typically performed by such committees are performed by the Board of Directors as a whole.
Audit Committee
The Company has established an Audit Committee consisting of David M. Tobias and Catherine J. Carroll. The Audit Committee is responsible for overseeing the Company’s accounting and financial reporting processes, internal controls, and the audit of the Company’s financial statements.
The Audit Committee reviews the scope and results of the annual audit and discusses financial reporting matters with management and the Company’s independent registered public accounting firm.
The Board of Directors has not determined that any member of the Audit Committee qualifies as an “audit committee financial expert” as defined under Item 407(d)(5) of Regulation S-K.
The Company intends to appoint additional independent directors as the Company grows.
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Board Leadership Structure and Risk Oversight
The Company’s Chief Executive Officer, David M. Tobias, also serves as Chairman of the Board. The Board believes that this leadership structure is appropriate given the Company’s size, stage of development, and leadership experience.
The Board of Directors is responsible for overseeing the Company’s risk management processes. Management identifies and manages risks facing the Company, while the Board exercises oversight as part of its overall supervision of the Company’s business and affairs.
Code of Ethics
The Company has adopted a Code of Ethics applicable to its directors, officers, and employees, including its principal executive officer and principal financial officer, designed to promote honest and ethical conduct and compliance with applicable laws and regulations. The Company intends to disclose any amendments to, or waivers from, the Code of Ethics in accordance with applicable SEC rules.
Director Nominations
The Company does not have a standing nominating committee. Director nominees are selected by the Board of Directors, which considers factors including experience, qualifications, and the ability to contribute to the Company’s strategic direction.
Item 11. Executive Compensation
The following table sets forth certain information regarding compensation paid or accrued by the Company to its principal executive officer for the fiscal years ended December 31, 2025 and 2024.
Name and Position | Year | Salary | Bonus | Stock Awards | Option Awards | All Other Compensation | Total |
David M. Tobias, CEO | 2025 | $187,500 | - | - | - | - | $180,000 |
David M. Tobias, CEO | 2024 | $187,500 | - | - | - | - | $180,000 |
Catherine J. Carroll, Treasurer | 2025 | $50,000 | - | - | - | - | $50,000 |
Compensation to officers may be paid in cash, equity securities, or promissory notes approved by the Board of Directors and may be paid irregularly depending on the Company’s financial condition.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth certain information regarding the beneficial ownership of the Company’s common stock as of March 15, 2026 (the most recent practicable date) by (i) each person known by the Company to beneficially own more than five percent of its outstanding common stock, (ii) each director and executive officer of the Company, and (iii) all directors and executive officers of the Company as a group.
Beneficial ownership is determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934 and generally includes shares over which a person has voting or investment power. Except as
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otherwise indicated in the footnotes below, the Company believes that each person named in the table has sole voting and investment power with respect to the shares beneficially owned.
Percentages are based on 160,109,031 shares of the Company’s common stock outstanding as of March 15, 2026.
Beneficial Owners of More Than Five Percent
Name of Beneficial Owner | Amount and Nature of | Percent of |
David M. Tobias | 25,530,049 | 15.9% |
The following table also includes the beneficial ownership of each director and executive officer of the Company.
Directors and Executive Officers
Name of Beneficial Owner | Amount and Nature of | Percent of |
David M. Tobias | 25,530,049 | 15.9% |
Catherine J. Carroll(1) | 4,451,707 | 2.8% |
Trevor Reed | 2,260,927 | 1.4% |
Robert Tankson | 0 | 0% |
Directors and Executive Officers as a Group (4 persons) | 32,242,683 | 20.1% |
Footnotes
(1)Includes 136,068 shares held by Carroll’s Consulting LLC, an entity controlled by Ms. Carroll.
Nuclear Diamond Batteries, Inc. (formerly Weed Growth Fund, Inc.) beneficially owns shares of the Company’s common stock; however, those shares are not included in the beneficial ownership of Mr. Tobias or Ms. Carroll because voting and investment control over those securities is exercised by the board of directors of Nuclear Diamond Batteries, Inc.
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Item 14. Principal Accounting Fees and Services
Fee Category | 2025 | 2024 |
Audit Fees | $15,000 | $15,000 |
Audit-Related Fees | - | - |
Tax Fees | - | - |
All Other Fees | - | - |
The Company utilizes an independent accounting consultant to assist management in preparing financial statements in accordance with generally accepted accounting principles (GAAP) for presentation to the Company’s independent registered public accounting firm. Compensation for these services may be paid in cash, equity securities, or other instruments approved by the Board of Directors. Management remains responsible for the preparation and fair presentation of the Company’s financial statements.
The Board of Directors reviews and approves all services provided by the Company’s independent registered public accounting firm.
The information contained in this Part III is intended to satisfy the disclosure requirements of Items 10 through 14 of Regulation S-K under the Securities Exchange Act of 1934.
PART IV
Item 15. Exhibits and Financial Statement Schedules
The exhibits filed as part of this report are listed in the Exhibit Index.
(a) Exhibits
EXHIBIT INDEX
Exhibit No. | Description |
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31.1 | |
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31.2 | |
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32.1 | |
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32.2 |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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. | |
| (Registrant) | |
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Dated: March 27, 2026 | By: | /s/ David Tobias |
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| David Tobias |
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| Chief Executive Officer, Chief |
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| Financial Officer and Director |
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| (Principal Executive Officer and |
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| Principal Financial Officer) |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Dated: March 27, 2026 | By: | /s/ David Tobias |
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| David Tobias |
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| Chief Executive Officer, Chief |
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| Financial Officer and Director |
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| (Principal Executive Officer and |
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| Principal Financial Officer) |
Dated: March 27, 2026 | By: | /s/ Catherine Carroll |
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| Catherine Carroll |
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| Director |
Dated: March 27, 2026 | By: | /s/ Trevor Reed |
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| Trevor Reed |
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| Director |
Dated: March 27, 2026 | By: | /s/ Robert N. Tankson III |
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| Robert N. Tankson III |
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| Director |
15
DOGECOIN CASH, INC. |
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Contents |
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FINANCIAL STATEMENTS - for the years ended December 31, 2025 and 2024: | |||
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Condensed consolidated statements of changes in stockholders’ equity |
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F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of Dogecoin Cash Inc.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Dogecoin Cash Inc. (the “Company”) as of December 31st, 2025, and the related statements of income, stockholders’ equity, and cash flows for the year then ended, including the related notes (collectively referred to as the “financial statements”).
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31st, 2025, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit.
We are a public accounting firm registered with the Public Company Accounting Oversight Board and are required to be independent with respect to the Company in accordance with the applicable U.S. federal securities laws and the rules and regulations of the U.S. Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audit included performing procedures to assess the risks of material misstatement, examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements, and evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that our audit provides a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:
1.Relate to accounts or disclosures that are material to the financial statements, and
2.Involved especially challenging, subjective, or complex auditor judgment.
We determined that there are no critical audit matters.
F-2
Report on Internal Control over Financial Reporting
We have also audited, in accordance with the standards of the PCAOB, the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework (COSO), and our report dated March 20th, 2026, expressed unqualified opinion.
PCAOB ID:
We have served as the Company’s auditor since 2024.
March 20, 2026
F-3
DOGECOIN CASH, INC. |
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CONSOLIDATED BALANCE SHEETS | |||
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December 31, | 2025 |
| 2024 |
ASSETS |
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Current Assets |
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Cash | $ |
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Investment in equity securities, at fair value |
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Total Current Assets |
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Advances to related parties, net of allowance for bad debts |
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Property and equipment, net |
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Intangible assets, net |
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Goodwill |
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Total Assets | $ |
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LIABILITIES AND STOCKHOLDERS' DEFICIT |
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Current Liabilities |
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Accounts payable and accrued expenses | $ |
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Accrued interest - related parties |
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Fair value of convertible component in convertible loans |
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Convertible notes payable |
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Notes payable to related parties |
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Total Current Liabilities |
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Long-term liabilities |
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Stock payable |
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Total Liabilities |
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Commitments and contingencies (Notes 6 and 8) |
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Stockholders' Deficit |
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Preferred Stock $ |
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Common stock $ |
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Additional paid-in capital |
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Warrant Equity |
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Accumulated deficit | ( |
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Total Dogecoin Cash Inc. Stockholders' Deficit | ( |
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Non-Controlling Interest |
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Total Stockholders' Deficit | ( |
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Total Liabilities and Stockholders' Deficit | $ |
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The accompanying notes are an integral part of these consolidated financial statements. | |||
F-4
DOGECOIN CASH, INC. |
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CONSOLIDATED STATEMENTS OF OPERATIONS | |||||||
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For the years ended December 31, |
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| 2024 | ||
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Revenues |
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Cost of Revenues |
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Gross Profit |
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Operating Expenses |
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Professional fees |
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Depreciation and amortization |
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Wages and salaries |
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Advertising |
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General and administrative |
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Total Operating Expenses |
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Loss from Operations |
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Other Income and (Expenses) |
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Officer short swing profit repayment |
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Unrealized gain (loss) on investment |
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Impairment of goodwill |
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Loss on debt settlement |
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Loss on return of investment securities |
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Impairment expense - digital currency |
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Interest expense |
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Total Other Income and (Expenses), Net |
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Loss Before Income Taxes |
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Income Taxes |
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Net Loss |
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Loss attributable to non-controlling interest - PrestoCorp and Meme Coins Inc. |
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Net Loss Attributable To Cannabis Sativa, Inc. |
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Net Loss per Common Share: Basic & Diluted |
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Weighted Average Common Shares Outstanding: |
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Basic & Diluted |
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The accompanying notes are an integral part of these consolidated financial statements. | |||||||
F-5
DOGECOIN CASH, INC. |
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CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 |
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| Preferred Stock |
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| Non-controlling |
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| Shares |
| Amount |
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| Amount |
| Additional Paid-In Capital |
| Warrant Equity |
| Accumulated Deficit |
| Interest - Prestocorp |
| Interest - Meme Coins Inc | Total | |
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Balance - January 1, 2024 |
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Net loss for the period |
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Balance - March 31, 2024 |
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Common stock issued - notes payable conversion |
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Common stock issued for services in accounts payable |
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Net loss for the period |
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Balance - June 30, 2024 |
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Common stock issued - note payable conversion |
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Net loss for the period |
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Balance - September 30, 2024 |
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Common stock issued - notes payable conversion |
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Preferred stock issued for acquisition of DogeSPAC LLC |
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Preferred Dividend |
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Net loss for the period |
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Balance - December 31, 2024 |
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Balance - January 1, 2025 |
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Net loss for the period |
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Balance - March 31, 2025 |
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Common stock issued - notes payable conversion |
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F-6
Common stock issued - acquisition of DogeCoin Cash Tokens |
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Preferred stock of subsidiary issued - acquisition of DogeCoin Cash Tokens |
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Net loss for the period |
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Balance - June 30, 2025 |
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Preferred stock dividend issued |
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Value of cashless warrants exercised |
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Net loss for the period |
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Balance - September 30, 2025 |
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Preferred stock of subsidiary issued - acquisition of DogeCoin Cash Tokens |
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Net loss for the period |
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Balance - December 31, 2025 |
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| The accompanying notes are an integral part of these consolidated financial statements. |
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F-7
DOGECOIN CASH, INC. |
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CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||
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For the years ended December 31, |
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Cash Flows From Operating Activities: |
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Net loss |
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Adjustments to reconcile net loss to net cash |
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used in operating activities: |
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Allowance for bad debt |
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Unrealized (gain) loss on investments |
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Impairment of goodwill |
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Impairment expense - digital currency |
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Depreciation and amortization |
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Professional fee expense paid with note payable conversion |
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Loss on debt settlement |
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Loss on return of investment securities |
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Stock payable for services |
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Note payable issued for services |
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Officer short swing profit repayment |
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Account payable converted to note payable |
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Changes in Assets and Liabilities: |
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Accounts payable and accrued expenses |
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Fair value of convertible component in convertible loans |
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Accrued interest - related parties |
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Net Cash Used in Operating Activities |
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Cash Flows from Investing Activities: |
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Advances to related party |
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Net Cash Used in Investing Activities |
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Cash Flows from Financing Activities: |
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Proceeds from convertible notes payable |
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Proceeds from related parties notes payable, net |
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Net Cash Provided by Financing Activities |
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NET CHANGE IN CASH |
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CASH AT BEGINNING OF YEAR |
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CASH AT END OF YEAR |
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Supplemental Disclosures of Non Cash Activities: |
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Noncash investing and financing activities |
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Preferred shares issued for divided payable included in stock payable |
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Preferred shares of subsidiary issued in acquisition of digital currency |
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Common shares issued in acquisition of digital currency |
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Shares issued in consideration of convertible notes and interest payable - related parties |
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Shares issued in consideration of convertible notes payable |
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Convertible note issued for payable |
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Common stock issued for services in accounts payable |
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The accompanying notes are an integral part of these consolidated financial statements. | ||||||
F-8
DOGECOIN CASH, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31, 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.
The Company conducts its operations through several subsidiaries, including the following:
Operating Subsidiary
PrestoCorp, Inc. – a
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”).
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
F-9
elsewhere in these consolidated financial statements. Additional information regarding the Company’s digital asset holdings is included in
Principles of Consolidation:
The 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.
Non-controlling Interests:
Non-controlling interests are portions of entities included in the consolidated financial statements that are not attributable to the Company. Non-controlling interest are identified separately from the Company’s stockholders’ equity and its net income (loss). Non-controlling interest equity balances include the non-controlling entity’s initial contribution at the date of the original acquisition, ongoing contributions, distributions, and percentage share of earnings since inception. The non-controlling interests are calculated based on percentages of ownership.
Going Concern:
The Company has an accumulated deficit of $84,389,964 at December 31, 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 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.
Property and Equipment:
Property and equipment are recorded at cost. Depreciation is provided for on the straight-line method over the estimated useful lives of the assets. The average lives range from five (5) to ten (10) years. When assets are retired or sold, the costs and related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is reflected in operations. Maintenance and repairs that neither materially add to the value of the property nor appreciably prolong its life are charged to expense as incurred. Betterments or renewals are capitalized when incurred.
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Fair Value Measurements and Financial Instruments:
When required to measure assets or liabilities at fair value, the Company uses a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used. The Company determines the level within the fair value hierarchy in which the fair value measurements in their entirety fall. The categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Level 1 uses quoted prices in active markets for identical assets or liabilities, Level 2 uses significant other observable inputs, and Level 3 uses significant unobservable inputs. The amount of the total gains or losses for the period are included in earnings that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date. We measure our investment in equity securities at fair value on a recurring basis. The Company’s investments in equity securities are valued using inputs observable in active markets and are therefore classified as Level 1 within the fair value hierarchy.
The carrying amounts of cash and cash equivalents, convertible debt and balances due to and from related parties approximate fair value given their short-term nature. Goodwill is valued under Level 3 and is analyzed annually for impairment.
Cash:
Cash is held at major financial institutions and insured by the Federal Deposit Insurance Corporation (FDIC) up to federal insurance limits. The Company considers all highly liquid investments purchased with an original maturity of three months or less when acquired to be cash equivalents.
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 years ended December 31, 2025 and 2024, the Company has
Investments:
Equity securities of investments in which the Company owns less than 20% and/or has no significant influence are generally measured at fair value with changes in fair value recognized in earnings. Upon sale of an equity security, the realized gain or loss is recognized in earnings.
Investments in companies in which the Company owns more than 20% and has the ability to exercise significant influence, but do not control, are accounted for under the equity method of accounting. In determining whether significant influence exists, the Company will consider its participation in policy-making decisions and representation on governing bodies. Under the equity method of accounting, the Company’s share of the net earnings or losses of the investee are included in earnings. The Company may elect to account for certain equity method investments at fair value whereby the carrying value of the investment is adjusted to fair value at the end of each period and the related change in fair value is recognized in earnings. For these investments, the Company’s share of the net earnings or losses of the investee are not included in earnings.
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Companies in which the Company holds investments amounting to more than 50% of the voting interests, but less than 100%, and in which the Company has significant influence, are consolidated and other investor interests are presented as non-controlling.
Revenue Recognition:
In the year ending December 31, 2025 and 2024, the Company operated one division, the telehealth business operated through PrestoCorp.
The telehealth division generates revenue based on a per telehealth visit for clients looking to obtain a permit to use marijuana for medical purposes in states that have legalized medical marijuana. Revenues are recognized when the Company satisfies its performance obligation to provide telehealth services upon a referral to a contracted physician. The obligation to perform the referral and the referral are automated and occur at the same time an online client subscribes for the visit and gains access to our network of health care professionals. Recognition of revenue is not dependent on the issuance of a marijuana card since issuance of the card is dependent on health and other factors beyond our control. This initial service is a one-time referral to a physician. Clients may return for other telehealth consultations, typically regarding product recommendations, and such additional physician referrals are provided at an additional cost. The billing and payment processes for each physician referral are automated through our online platform. Revenue is recognized in an amount that reflects the consideration that is received in exchange for each physician referral provided to the client.
Provision for sales incentives, discounts and returns and allowances, if applicable, are accounted for as reductions of revenue in the period the related sales are recorded. The Company had no warranty costs associated with the sales of its products.
Intangible Assets and Goodwill:
Intangible asset amounts represent the acquisition date fair values of identifiable intangible assets acquired. The fair values of the intangible assets were determined by using the income approach, discounting projected future cash flows based on management’s expectations of the current and future operating environment. The rates used to discount projected future cash flows reflected a weighted average cost of capital based on our industry, capital structure and risk premiums including those reflected in the current market capitalization. Definite-lived intangible assets are amortized over their useful lives, which have historically ranged from
Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired in a business combination. Goodwill is not amortized but is tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset may be impaired. The fair value of the reporting unit is evaluated on qualitative factors to determine if the reported value may be impaired. If the qualitative factors indicate a likelihood of impairment, we then evaluate carrying value of the reporting unit based on quantitative factors using the income approach. An impairment charge is recognized for the excess of the carrying value of goodwill for the reporting unit over its implied fair value.
Advertising Expense:
Advertising costs are expensed as incurred and are broken out separately in the accompanying consolidated statements of operations.
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Stock-Based Compensation:
Stock-based payments to employees and non-employees are recognized at their fair values. Compensation expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). Transactions in which goods or services are received for the issuance of shares of the Company’s preferred or common stock are accounted for based on the fair value of the common stock issued. The Company currently recognizes compensation costs immediately as our awards are 100% vested at the time of issuance. Forfeitures are recognized upon occurrence.
Income Taxes:
The Company utilizes the liability method of accounting for income taxes which requires that deferred tax assets and liabilities be recorded to reflect the future tax consequences of temporary differences between the book and tax basis of various assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Additionally, deferred tax assets are evaluated, and a valuation allowance is established if it is more likely than not that all or a portion of the deferred tax asset will not be realized. There can be no assurance that the Company’s future operations will produce sufficient earnings so that the deferred tax asset can be fully utilized. The Company currently maintains a full valuation allowance against net deferred tax assets.
Uncertain tax positions are evaluated in a two-step process, whereby (i) it is determined whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position and (ii) for those tax positions that meet the more-likely-than-not recognition threshold, the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with the related tax authority would be recognized.
Leases:
The Company determines if an arrangement is a lease, or contains a lease, at the inception of an arrangement. If the Company determines that the arrangement is a lease, or contains a lease, at lease inception, it then determines whether the lease is an operating lease or finance lease. Operating and finance leases result in recording a right-of-use (“ROU”) asset and lease liability on the consolidated balance sheets. ROU assets represent the Company’s right of use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. For purposes of calculating operating lease ROU assets and operating lease liabilities, the Company uses the non-cancellable lease term plus options to extend that it is reasonably certain to exercise. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. The Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company has elected not to recognize ROU assets and lease liabilities that arise from short-term (12 months or less) leases for any class of underlying asset. The Company has elected not to separate lease and non-lease components for any class of underlying asset.
Contingencies:
In determining accruals and disclosures with respect to loss contingencies, the Company evaluates such accruals and contingencies for each reporting period. Estimated losses from loss contingencies are accrued
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by a charge to income when information available prior to issuance of the financial statements indicates that it is probable that a liability could be incurred, and the amount of the loss can be reasonably estimated. Legal expenses associated with the contingency are expensed as incurred. If a loss contingency is not probable or reasonably estimable, disclosure of the loss contingency is made in the financial statements when it is at least reasonably possible that a material loss could be incurred.
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
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CBDS.com website (Cannabis Sativa) |
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Intellectual Property Rights (PrestoCorp) |
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Patents and Trademarks (KPAL) |
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Total Intangibles |
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Less: Accumulated Amortization |
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Net Intangible Assets |
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Amortization expense for the years ended December 31, 2025 and 2024 was $
Amortization of intangibles through 2029 is:
January 1, 2026 to December 31, 2026 |
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January 1, 2027 to December 31, 2027 |
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January 1, 2028 to December 31, 2028 |
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January 1, 2029 to December 31, 2029 |
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Goodwill in the amount of $
3. Related Party Transactions
For the years ended December 31, 2025 and 2024 officers’ wages was $
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Cathy Carroll as noted below. At December 31, 2025 and 2024 the Company also owed an additional two (2) directors $
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 years ended December 31, 2025 and 2024 was $
At December 31, 2025 and 2024 the Company owed the Estate of Brad Herr – prior chief financial officer $
Consulting expense to Patrick Bilton, the Company’s chief operating officer for the years ended December 31, 2025 and 2024 was -
Ms Carroll has a consulting agreement with the Company in the amount of $
During the year ended December 31, 2024, Trevor Reed, a director of the loaned $
During the year ended December 31, 2025 and 2024, 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
During the year ended December 31, 2025, David Tobias had to repay the Company $
Ms. Carroll’s note bears interest at
During the year ended December 31, 2025 and 2024, the Company recorded interest expense related to notes payable to related parties at the rates between
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The following tables reflect the related party note payable balances.
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| Related party Notes and Payables |
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| Accrued interest |
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| December 31, 2025 | |||||||||
David Tobias, CEO & Director |
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Cathy Carroll, Director |
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Trevor Reed, Director |
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Stock payable – Directors & Officers |
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Totals |
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| Related party Notes and Payables |
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| Accrued interest |
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| Total | |||
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| December 31, 2024 | |||||||||
David Tobias, CEO & Director |
| $ |
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| $ |
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| $ | |||
Cathy Carroll, Director |
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Trevor Reed, Director |
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Stock payable – Directors & Officers |
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Totals |
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| $ |
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| $ | |||
At December 31, 2025 and 2024, the Company had a balance due from MJ Harvest, Inc., with whom the Company had plans to merge, of $
The Company also has an advance to a director of $
4. Investments
CBDG
In 2021, the Company received
The Company’s investment in CBDG represents
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2025 and 2024 was $
5. Dogecoin Cash Token
On November 13, 2024, the Company completed the acquisition of
In consideration for the acquisition, the Company issued
Although the Series A Preferred Stock is not convertible, the Company evaluated its fair value based on its redeemable nature and the economic substance of the dividend rights. Based on the Company’s intent to redeem the shares by issuing common stock in lieu of cash, the economic value of the Series A Preferred Stock was determined based on the implied issuance of 45,000,000 shares of common stock (4.5 million Preferred × 10 years × 1 common per year). The fair value of the consideration transferred was calculated as follows:
45,000,000 × $0.00680 (common stock price on 11/13/24) = $306,000
Accordingly, the Company recorded the following journal entry:
Account |
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Investment in DogeSPAC LLC |
| $ |
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Series A Preferred Stock (par) |
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| $ |
Additional Paid in Capital |
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| $ |
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%
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Fair value calculation (for disclosure purposes only):
- Nominal Market Value: 600,000,000 × $0.009562 = $5,737,200
- Adjusted Fair Value: $5,737,200 × (1 – 0.635) = $2,097,222
This fair value was not recorded on the balance sheet. Instead, the Company continues to carry the Dogecoin Cash tokens at historical cost ($
Management will continue to monitor market developments and evaluate potential impairment or revaluation in future periods as necessary.
On May 22, 2025 the Company entered into an agreement with Bots, Inc to purchase
On June 25, 2025, Meme Coins Inc., a 100% controlled subsidiary of Dogecoin Cash, Inc. entered into a definitive Digital Asset Purchase Agreement with Tipestry, Inc., a Delaware corporation. Pursuant to the agreement, Meme Coins agreed to acquire 3,000,000,000 Dogecoin Cash tokens (crypto symbol: DOG) in exchange for 375,000 shares of Meme Coins Inc.’s preferred stock. The preferred shares entitle the holder to one vote per share and are non-convertible unless authorized by the board of directors and approved by a majority of the outstanding Class A Preferred shareholders. The par value of the preferred stock is $20 therefore the cost of the acquired Dogecoin cash tokens were valued at $
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 $
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 $
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On January 29, 2024, $
On October 1, 2024, $
On October 1, 2024,
The note bears interest at 8% and has a term of one year when payment of principal and interest is due.
The note value at December 31, 2025 and 2024 was $
The Company accounted for the note in accordance with ASC 470-20, Debt with conversion and other options. As of December 31, 2025 and 2024 the conversion feature was valued at $
On January 15, 2024, the Company entered into an agreement with Carolyn Merrill (“Carolyn”) whereby the Company issued a convertible note to Carolyn with a principal amount of $
The Company accounted for the note in accordance with ASC 470-20, Debt with conversion and other options. As of December 31, 2025 and 2024, the conversion feature was valued at $
On May 22, 2024, the Company entered into an agreement with Quick Capital, LLC whereby the Company issued a convertible note with a principal amount of $
On August 5, 2024, the Company entered into an agreement with Colonial Stock Transfer Company, Inc., (“CSTC”) whereby the Company issued a convertible note to CSTC with a principal amount of $
On August 19, 2025, the Company entered into an agreement with Colonial Stock Transfer Company, Inc., (“CSTC”) whereby the Company issued a convertible note to CSTC with a principal amount of $
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The note bears interest at
The Company accounted for both of the notes in accordance with ASC 470-20, Debt with conversion and other Options. As of December 31, 2025 and 2024, the conversion feature was valued at $
During the year ended December 31, 2024, Carolyn Merrill, loaned $
During the year ended December 31, 2024, Joe Ange III, loaned $
At December 31, 2025 and 2024, accrued interest payable on these notes was $
7. Stockholders’ Equity
Change in Authorized Shares
The Company increased the number of authorized common shares the Company is authorized to issue to
Preferred Stock
Series A Preferred Stock
On November 13, 2024, the Company designated
During the year ended December 31, 2024, the Company approved a
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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. As of December 31, 2025, there has been no declared dividend.
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, 2025, no redemptions have been declared or effected.
During the year ended December 31, 2024, the Company approved the acquisition of DogeSPAC, LLC, a Colorado LLC with an issuance of
Securities Issuances
Stock payable at 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 $
During the year ended December 31, 2024,
During the year ended December 31, 2024,
During the year ended December 31, 2024,
During the year ended December 31, 2025,
During the year ended December 31, 2025 the Company issued
During the year ended December 31, 2025 the Company issued
During the year ended December 31, 2025 the Company issued
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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 December 31, 2025 and 2024, 44,425 shares were available for future issuance.
8. Commitments and Contingencies
Leases.
On April 12, 2022, PrestoCorp signed a lease in New York with Spaces for a
Rent expense for the years ended December 31, 2025 and 2024 was $
Litigation.
In the ordinary course of business, we may face various claims brought by third parties and we may, from time to time, make claims or take legal actions to assert our rights, including intellectual property disputes, contractual disputes and other commercial disputes. Any of these claims could subject us to litigation. As of December 31, 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 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.
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10. Subsequent Events
Distribution of Restricted Book Entry Certificates (UNITS)
The Company declared a special distribution to shareholders of record as of record date December 22, 2025 pro rata, one (1) Unit for each share of common stock held on the record date. The distribution consisted of Dogecoin Cash Units, which are securities of the Company issued in book-entry form, and not a direct distribution of blockchain-native tokens. The tokens may not be withdrawn by the unit holders until on or after January 7, 2027.
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