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 ~~September~~March 3031, ~~2025~~2026

☐	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: 000-54995

I-ON DIGITAL CORP.

(Exact name of registrant as specified in its charter)

(formerly known as I-ON Communications Corp.)

Delaware

46-3031328

(State or other jurisdiction

of incorporation or organization)

(I.R.S. Employer

Identification No.)

1244 N. Stone Street, Unit 3, Chicago, IL 60610

(Address of principal executive offices, including zip code)

(866) 440-2278

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Exchange Act: 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 and posted on its corporate Web site, if any, 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, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” and “emerging growth 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 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~November~~May 1319, ~~2025~~2026, I-ON Digital Corp. had ~~[31~~34,106,234] shares of common stock, par value $0.0001 per share, outstanding.

I-ON Digital Corp.

Table of Contents

Financial Statements (UNAUDITED)

Condensed Consolidated Balance Sheets (UNAUDITED)	3

Condensed Consolidated Statements of Operations (UNAUDITED)	4

Condensed Consolidated Statements of Stockholders’ Equity (UNAUDITED)	5

Condensed Consolidated Statements of Cash Flows (UNAUDITED)	6

Notes to Condensed Consolidated Financial Statements (UNAUDITED)	7

Part 1 – Financial Information

Item 1. Financial Statements

I-ON Digital Corp.

Condensed Consolidated Balance Sheets

	September 30, 2025			December 31, 2024
	March 31, 2026			December 31, 2025
	~~(Unaudited)~~	(Unaudited)
ASSETS
Assets
Current assets:
Current assets
Cash and cash equivalents	$	~~106~~193,~~735~~012		$	~~270~~158,~~095~~193
Prepaid expenses		4,713			12,783
Other receivable		153,798			27,137
Total current assets		111,448			282,878
Prepaid expenses		85,340			106,285
Total current assets		432,150			291,615
Non-current assets:
Intangible assets, net		1822,~~042~~491,~~980~~256			18,~~139~~022,~~265~~219
Total non-current assets		1822,~~042~~491,~~980~~256			18,~~139~~022,~~265~~219
Total Assets	$	1822,~~154~~923,~~428~~406		$	18,~~422~~313,~~143~~834
Liabilities and Stockholders’ Equity
Current liabilities:
Current liabilities
Accounts payable and accrued expenses	$	188,888		$	92,559
Accrued expenses	$	274,000		$	478,875
Accrued interest		~~660,000~~-			~~660~~781,000
Due to related parties		1,866,882			1,336,639
Deferred revenue		-			460
Loans payable, in default		550,000			550,000
Due to related parties		1,937,388			2,088,652
Total current liabilities		3,265,770			2,639,198
Convertible notes payable, net of discount		183,257			-
Total liabilities		3,265,770			2,639,198
Derivative liability		790,312			156,644
Loans payable		-			550,000
Other current liabilities		1,331,000			-
Total current liabilities		4,515,957			4,055,631
Total liabilities		4,515,957			4,055,631
Commitments and contingencies		-			-
Stockholders’ equity:
Stockholders’ Equity
Preferred stock-$0.0001 par value; 5,000,000 shares authorized
Preferred stock - $0.0001 par value; 5,000,000 shares authorized
Preferred stock Series A - $0.0001 par value; 6,000 shares designated; 5,403 shares issued and outstanding at September 30, 2025 and December 31, 2024		-			-
Preferred stock Series A - $0.0001 par value; 6,000 shares designated; 5,403 shares issued and outstanding at March 31, 2026 and December 31, 2025		-			-
Preferred stock Series C - $0.0001 par value; 910,000 shares designated; 745,000 shares issued and outstanding at September 30, 2025 and December 31, 2024		74			74
Preferred stock Series E - $0.0001 par value; 100,000 shares authorized; 3,442 shares issued and outstanding at March 31, 2026 and December 31, 2025		-			-
Preferred stock, value		74			74
Preferred stock Series C - $0.0001 par value; 910,000 shares designated; 595,000 shares issued and outstanding at March 31, 2026 and December 31, 2025		59			59
Common stock - $0.0001 par value; 250,000,000 shares authorized; 31,106,234 shares issued and outstanding at September 30, 2025 and December 31, 2024		3,111			3,111
Preferred stock, value		59			59
Additional paid-in-capital		21,186,274			21,186,274
Common stock - $0.0001 par value; authorized 250,000,000 shares; 34,106,234 shares issued and outstanding at March 31, 2026 and December 31, 2025		3,411			3,411
Accumulated deficit		(6,300,801	)		(5,406,514	)
Additional paid-in-capital		22,545,239			22,545,239
Total stockholders’ equity		14,888,658			15,782,945
Accumulated deficit		(4,141,260	)		(8,290,506	)
Total Liabilities and Stockholders’ Equity	$	18,154,428		$	18,422,143
Total stockholders’ equity		18,407,449			14,258,203
Total Liabilities and Stockholders’ Equity	$	22,923,406		$	18,313,834

See accompanying notes to unaudited condensed consolidated financial statements.

I-ON Digital Corp.

Condensed Consolidated Statements of Operations (Unaudited)

	Three Months Ended September 30, 2025			Three Months Ended September 30, 2024			Nine Months Ended September 30, 2025			Nine Months Ended September 30, 2024
	Three Months Ended March 31, 2026			Three Months Ended March 31 2025
Net sales	$	356,335		$	-		$	356,335		$	32,625
Revenue	$	27,000		$	-
Cost of sales		-			-			-			21,000
Operating expenses:
Gross profit		356,335			-			356,335			11,625
Professional fees		222,324			172,914
Operating expenses
General and administrative expenses		195,815			175,495
Professional fees		127,348			142,890			437,289			334,469
Total operating expenses		418,139			348,409
General and administrative expenses		350,357			201,399			813,333			436,739
Income (loss) from operations		(391,139	)		(348,409	)
Total expenses from operations		477,705			344,289			1,250,622			771,208
Other income (expense):
Income (loss) from operations		(121,370	)		(344,289	)		(894,287	)		(759,583	)
Yield income		274,711			-
Other income (expenses)
Interest expense		(42,120	)		-
Gain on sale of intangible assets		-			3,795			-			3,795
Interest expense – debt discount		(183,257	)		-
Gain on exchange of intangible assets		-			25,682			-			25,682
Change in FV of derivative liabilities		(14,248	)		-
Interest expenses		-			(160,623	)		-			(478,856	)
Gain on exchange of intangible assets		4,064,680			-
Income (loss) before income taxes		(121,370	)		(475,435	)		(894,287	)		(1,208,962	)
Gain on settlement of debt		440,619			-
Provision for income taxes		-			-			-			-
Total other income (expense)		4,540,385			-
Net income (loss)	$	(121,370	)	$	(475,435	)	$	(894,287	)	$	(1,208,962	)
Income (loss) before income taxes		4,149,246			(348,409	)
Net income (loss) per share, basic and diluted	$	(0.00	)	$	(0.02	)	$	(0.03	)	$	(0.04	)
Provision for income taxes		-			-
Weighted average number of shares outstanding, basic and diluted		31,106,234			27,410,234			31,106,234			27,410,234
Net income (loss)	$	4,149,246		$	(348,409	)
Net income (loss) per share - basic	$	0.12		$	(0.01	)
Net income (loss) per share - diluted	$	0.04		$	(0.01	)
Weighted average number of shares outstanding -basic		34,106,234			31,106,234
Weighted average number of shares outstanding - diluted		107,523,228			31,106,234

See accompanying notes to unaudited condensed consolidated financial statements.

I-ON Digital Corp.

Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)

For the ~~three~~Three ~~and~~Months ~~nine~~Ended ~~months~~March ~~ended September 30~~31, ~~2025~~2026 and ~~2024~~2025

	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		~~Shares~~Capital		~~Amount~~Earnings			~~Capital~~Equity			~~Earnings~~			~~Equity~~
					Preferred Stock												Additional					Total Company						~~Total~~
	Common Stock				Series A				Series ~~A to be issued~~C				Series BE				~~Series C~~Paid-in		Retained			~~Additional Paid-in~~Stockholders’			~~Retained~~			~~Company Stockholders’~~
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		~~Shares~~Capital		~~Amount~~Earnings			~~Capital~~Equity			~~Earnings~~			~~Equity~~
Balance at December 31, 2023		27,410,234	$	2,741		4,600	$	-		803	$	176,342		-	$	-		910,000	$	91		$	21,010,285		$	(3,496,501	)	$	17,692,958
Balance at December 31, 2024		31,106,234	$	3,111		5,403	$	-		745,000	$	74		-	$	-	$	21,186,274	$	(5,406,514	)	$	15,782,945
Net loss		-		-		-		-		-		-		-		-		-		-(348,409	)		-(348,409	)		~~(293,919~~	)		~~(293,919~~	)
Balance at March 31, 2024		27,410,234		2,741		4,600		-		803		176,342		-		-		910,000		91			21,010,285			(3,790,420	)		17,399,039
Balance at March 31, 2025		31,106,234	$	3,111		5,403	$	-		745,000	$	74		-	$	-	$	21,186,274	$	(5,754,923	)	$	15,434,536
Net loss		-		-		-		-		-		-		-		-		-		-			-			(439,608	)		(439,608	)
Balance at December 31, 2025		34,106,234	$	3,411		5,403	$	-		595,000	$	59		3,442	$	-	$	22,545,239	$	(8,290,506	)	$	14,258,203
Balance at June 30, 2024		27,410,234		2,741		4,600		-		803		176,342		-		-		910,000		91			21,010,285			(4,230,028	)		16,959,431
Net income		-		-		-		-		-		-		-		-		-		4,149,246			4,149,246
Net loss		-		-		-		-		-		-		-		-		-		-			-			(475,435	)		(475,435	)
Net income (loss)		-		-		-		-		-		-		-		-		-		4,149,246			4,149,246
Balance at September 30, 2024		27,410,234	$	2,741		4,600	$	-		803	$	176,342		-	$	-		910,000	$	91		$	21,010,285		$	(4,705,463	)	$	16,483,996
Balance at March 31, 2026		34,106,234	$	3,411		5,403	$	-		595,000	$	59		3,442	$	-	$	22,545,239	$	(4,141,260	)	$	18,407,449

See accompanying notes to unaudited condensed consolidated financial statements.

					Preferred Stock																					Total
	Common Stock				Series A				Series A to be issued				Series B				Series C				Additional Paid-in		Retained			Company Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Capital		Earnings			Equity
Balance at December 31, 2024		31,106,234	$	3,111		5,403	$	-		-	$	-		-	$	-		745,000	$	74	$	21,186,274	$	(5,406,514	)	$	15,782,945
Net loss		-		-		-		-		-		-		-		-		-		-		-		(348,409	)		(348,409	)
Balance at March 31, 2025		31,106,234		3,111		5,403		-		-		-		-		-		745,000		74		21,186,274		(5,754,923	)		15,434,536
Balance		31,106,234		3,111		5,403		-		-		-		-		-		745,000		74		21,186,274		(5,754,923	)		15,434,536
Net loss		-		-		-		-		-		-		-		-		-		-		-		(424,508	)		(424,508	)
Balance at June 30, 2025		31,106,234		3,111		5,403		-		-		-		-		-		745,000		74		21,186,274		(6,179,431	)		15,010,028
Balance		31,106,234		3,111		5,403		-		-		-		-		-		745,000		74		21,186,274		(6,179,431	)		15,010,028
Net loss		-		-		-		-		-		-		-		-		-		-		-		(121,370	)		(121,370	)
Balance at September 30, 2025		31,106,234	$	3,111		5,403	$	-		-	$	-		-	$	-		745,000	$	74	$	21,186,274	$	(6,300,801	)	$	14,888,658
Balance		31,106,234	$	3,111		5,403	$	-		-	$	-		-	$	-		745,000	$	74	$	21,186,274	$	(6,300,801	)	$	14,888,658

See accompanying notes to unaudited condensed consolidated financial statements.

I-ON Digital Corp.

Condensed Consolidated Statements of Cash Flows (Unaudited)

	Nine Months Ended September 30, 2025			Nine Months Ended September 30, 2024
	Three Months Ended March 31, 2026			Three Months Ended March 31, 2025
Cash flows from operating activities:
Net income (loss)	$	~~(894~~4,~~287~~149,246	)	$	(1348,~~208,962~~409	)
Adjustments to reconcile net income (loss) to net cash from operating activities:
Amortization		102,285			21,000
Amortization – intangible assets		36,262			34,095
Accretion of debt discount		-			65,979
Amortization of debt discount		183,257			-
Gain on sale of intangible assets					(3,795	)
Derivative recorded as loan fees in interest expense		42,120			-
Changes in assets and liabilities:
Change in fair market value of derivative liabilities		14,248			-
Prepaid expenses and other current assets		8,070			928
Gain on exchange of intangible assets		(4,064,680	)		-
Accrued expenses		96,329			(1,322	)
Gain on settlement of debt		(440,619	)		-
Accrued interest		-			412,877
Changes in assets and liabilities
Deferred revenue – related party		-			(32,625	)
Prepaid expenses		20,945			(4,251	)
Due to related party		6,002			-
Other receivable		(126,661	)		-
Net cash provided by (used in) operating activities		(681,601	)		(745,920	)
Accrued expenses		(204,875	)		14,067
Cash flows from investing activities:
Deferred revenue – related party		(460	)		-
Proceeds from sale of intangible assets		-			120,425
Due to related party		-			17,036
Payments for the purchase of intangible assets		(6,000	)		-
Total net cash provided by (used in) operating activities		(391,217	)		(287,462	)
Gain on exchange of intangible assets		-			(25,682	)
Cash flows from investing activities		-			-
Total net cash provided by (used in) investing activities		(6,000	)		94,743
Cash flows from financing activities:
Advances from related parties		559,241			815,061
Proceeds from convertible notes payable		577,300			-
Repayments to related parties		(35,000	)		-
Repayment to related party		(297,006	)		-
Total net cash provided by (used in) financing activities		524,241			815,061
Advances from related parties		145,742			206,787
Net increase (decrease) in cash and cash equivalents		(163,360	)		163,884
Total net cash provided by (used in) financing activities		426,036			206,787
Cash and cash equivalents, beginning of period		270,095			36,075
Net increase (decrease) in cash and cash equivalents		34,819			(80,675	)
Cash and cash equivalents, end of period	$	106,735		$	199,959
Cash and cash equivalents, beginning of period		158,193			270,095
Cash and cash equivalents, end of period	$	193,012		$	189,420
Supplemental disclosure of cash flow information:
Continuing operations:
Interest paid	$	-		$	-
Taxes paid	$	-		$	-
Supplemental disclosure of non-cash flow information:
Non-cash financing activities:
Continuing operations:
Settlement of bridge loans and accrued interest using ION.au units	$	1,331,000		$	-
Issuance of common stock for intangible assets	$	-		$	-
pmUSD Tokens received and held on behalf of third-party	$	1,331,000		$	-
Issuance of common stock for services	$	-		$	-
Debt discount recorded for derivative liability	$	577,300		$	-
Debt discount recorded for original issuance discount and loan fees	$	204,880		$	-

See accompanying notes to unaudited condensed consolidated financial statements.

I-ON Digital Corp.

Notes to Condensed Consolidated Financial Statements (Unaudited)

As of ~~September~~March 3031, ~~2025~~2026

NOTE 1.: Organization and Operations

I-ON Digital Corp. (the “Company”) is engaged in providing digital-based enterprise solutions, including the digitization and ~~distribution~~custody of digital tokens, ~~primarily gold,~~ and other asset-based digital securities on the block chain.

On December 15, 2023, the Company consummated its previously announced transaction contemplated by that certain Contribution and Exchange Agreement, dated as of October 30, 2023 (the “Contribution and Exchange Agreement”), by and between the Company and Orebits Acquisition Group, a Wyoming limited liability company (“OAG”), pursuant to which the Company acquired 910,000 shares of outstanding common stock of Orebits Corp. (“Orebits”), representing the 100% controlling interest in Orebits, in exchange for 910,000 shares of Series C Convertible Preferred Stock of the Company (“Series C Preferred Stock” and such transaction, the “Transaction”). As part of the Contribution and Exchange Agreement, upon and by virtue of the consummation of the Transaction, OAG transferred all its right, title and interest in and to approximately 9,700 Orebits.AU gold-backed digital assets to the Company, which at the time of consummation of the Transaction, had an estimated value of $17.6 million. The Transaction was accounted for as an acquisition of assets.

The acquisition of Orebits has had a significant impact on the Company’s consolidated balance sheets. Prior to consummation of the Transaction, Orebits carried only one asset –9,700 Orebits AU certificates having a post-transaction value of $17.6 million. As a result of the acquisition, then, the value of the assets on the consolidated balance sheets increased by $17,643,284 and there was no increase in liabilities.

NOTE 2. Summary of Significant Accounting Policies

The summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, who is responsible for integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared by management in accordance with both accounting principles generally accepted in the United States (“GAAP”), and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Certain information and note disclosures normally included in audited financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading.

In the opinion of management, these unaudited condensed consolidated financial statements reflect all normal and recurring adjustments considered necessary to state fairly the results for the periods presented. The results for the period ended ~~September~~March 3031, ~~2025~~2026 are not necessarily indicative of the results to be expected for the entire fiscal year ending December 31, ~~2025~~2026 or for any future period.

These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the Management’s Discussion and the audited consolidated financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended December 31, ~~2024~~2025.

Basis of Consolidation

The consolidated financial statements include the accounts of I-On Digital Corp. and its wholly owned subsidiary Orebits Corp, (collectively, the Company). All significant intercompany transactions and balances have been eliminated in consolidation. Subsidiaries are entities over which the Company has control, typically through a majority voting interest. The Company consolidates entities in which it holds a controlling financial interest, as defined by Accounting Standards Codification (ASC) 810, Consolidation. ~~Investments in entities where the Company does not have control but has significant influence are accounted for under the equity method.~~

Going Concern

The accompanying consolidated financial statements have been prepared in conformity with U.S. GAAP, which ~~contemplate~~contemplates continuation of the ~~Company~~ ~~as a going concern. The~~ Company has had limited revenues since the Company, under the prior ownership group, sold-off all of its subsidiaries in September 2022. In addition, the Company has reported recurring losses. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. ~~The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.~~

AsFor ofthe ~~September~~quarter 30ended March 31, ~~2025~~2026, the Company ~~believes~~reported ~~that~~net ~~its~~income ~~investment~~of in$4,149,246, ~~the~~primarily ~~development~~attributable to a gain recorded on the exchange of ~~ION~~intangible ~~Digital~~assets. ~~Hybrid~~However, ~~Blockchain~~the ~~Platform~~Company ~~will~~has ~~allow it~~experienced torecurring ~~project~~losses ~~and~~from ~~plan~~operations, ~~forward~~negative ~~for~~operating cash flows, and reported a ~~period~~working capital deficiency as of ~~increasing~~March ~~revenues~~31, ~~based~~2026. onThe ~~fee-driven~~net ~~digitization~~income ~~activities~~recognized ~~involving~~during ~~both~~the ~~closely held~~current ~~and~~period ~~third~~is non-~~party~~recurring ~~gold~~in ~~claims.~~nature ~~The~~and does not reflect an improvement in the Company’s ~~has~~underlying ~~recently~~operating ~~concluded~~performance. ~~negotiations~~Accordingly, ~~resulting~~these infactors, ~~multiple~~when ~~term~~considered in ~~sheets~~the aggregate, ~~that~~continue ~~were~~to ~~executed~~raise substantial doubt about the Company’s ability to continue as a going concern within one year inafter the ~~third~~date ~~quarter~~that ofthe ~~2025~~financial statements are issued. ~~Consummation~~The ofaccompanying ~~these~~financial ~~transactions~~statements ~~will~~do benot ~~subject~~include toany ~~successful~~adjustments ~~completion~~that ~~efforts~~might result onfrom the ~~part~~outcome of ~~the Company~~this uncertainty.

~~The~~As ~~Company’s~~of ~~business~~March ~~prospects~~31, ~~have~~2026, ~~changed since~~ the ~~new~~Company ~~management~~continues ~~took~~to ~~control~~invest ~~of operations~~ in ~~January 2023. Since~~ the ~~new~~development ~~ownership took~~of ~~over~~ the ~~Company,~~ION ~~management~~Digital ~~commenced~~Hybrid ~~new~~Blockchain ~~initiatives~~Platform ~~in technology development~~ and ~~acquisitions.~~believes ~~Management currently intends~~such toinvestments ~~conduct~~will ~~one~~support orfuture ~~more~~revenue ~~private~~growth ~~placements~~through ~~during~~fee-based ~~the~~digitization ~~balance~~activities ofinvolving ~~2025~~both toclosely ~~raise~~held upand ~~to $100 million. There can be no assurances that the~~third-party ~~Company~~gold ~~will be successful in this or any of its endeavors~~claims. InDuring ~~addition~~2025, the Company isentered ~~also~~into ~~funded~~multiple byrevenue-generating ~~its~~commercial ~~related~~agreements, ~~parties~~which ~~for~~contributed ~~its~~to ~~operations.~~increased Itrevenues; ishowever, ~~expected~~such ~~that~~revenues ~~the~~have ~~related~~not ~~parties~~yet ~~will~~been ~~continue~~sufficient ~~funding the Company’s operations until we are able~~ to ~~raise~~achieve ~~capital~~sustained orprofitability ~~increase revenue~~from ~~to cover operating costs~~operations.

The Company’s business strategy has evolved since new management assumed control in January 2023, including a focus on technology development and strategic acquisitions. Management intends to pursue additional capital raising activities, including potential private placements, to support ongoing operations and growth initiatives. There can be no assurance that the Company will be successful in obtaining additional financing on acceptable terms, or at all. In addition, the Company continues to rely on funding from related parties to support its operations. Management expects that such support will continue; however, there can be no assurance that it will be available when needed.

Use of Estimates in the Preparation of Financial Statements

The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. As a result, actual results could materially differ from these estimates.

Revenue Recognition

The Company recognizes revenue in accordance with ASC 606, ~~Revenue~~for ~~from~~contracts ~~Contracts~~ with ~~Customers~~customers. The core principle of ~~the~~ASC ~~revenue standard~~606 is that arevenue ~~company~~ should be ~~recognize~~recognized ~~revenue~~ to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the ~~company~~Company expects to be entitled. inThe ~~exchange~~Company ~~for~~applies ~~those~~the ~~goods or services. The~~ following five-step ~~steps are applied to achieve that core principle~~model: 1:(i) ~~Identify~~identification of the contract with ~~the~~a customer; (ii) 2:identification ~~Identify~~of ~~the~~ performance obligations ~~in the contract~~; 3:(iii) ~~Determine~~determination of the transaction price; 4:(iv) ~~Allocate~~allocation of the transaction price to ~~the~~ performance obligations ~~in the contract~~; and ~~Step 5:~~(v) ~~Recognize~~recognition of revenue when ~~the~~or ~~Company~~as ~~satisfies~~performance aobligations ~~performance~~are ~~obligation~~satisfied.

~~Revenue~~The ~~for~~Company’s revenue during the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2026 consisted of fees earned by deploying assets under management under its Master Treasury Lease and Custody Agreement (~~$32~~“MTLCA”) with GGBR Inc. (“GGBR”). Under the MTLCA arrangement,~~625~~ the Company, performing in its role as the Lessor under the MTLCA, enables GGBR’s minting, issuance, and management of gold-backed digital tokens (“Goldfish Tokens”) ~~were~~by ~~from~~providing ~~related~~its ~~parties~~ION.au ~~See~~Gold-backed ~~NOTE~~Digital 7Assets (“ION.au”) as collateral to back the Goldfish Tokens. Under the MTLCA the Company’s single performance obligation is to provide vault access to the ION.au, however, the Company earns royalties on GGBR’s sales of Goldfish Tokens, therefore revenue is recognized when Goldfish Tokens are sold by GGBR, at the point at which the Company is entitled to receive consideration.

~~The~~Consideration ~~Company’s~~received ~~primary~~in ~~source~~advance of ~~revenue~~Goldfish ~~during~~Token ~~the~~sales ~~three~~is ~~and~~recorded ~~nine~~as ~~months~~a ~~ended~~contract ~~September~~liability ~~30, 2025, consisted of fees earned by deploying assets owned~~ and~~/or~~ ~~assets~~recognized ~~under~~as ~~management~~revenue ~~(AUM)~~when ~~and,~~the ~~more~~Company ~~specifically,~~is ~~under its Master Treasury Lease and Custody Agreement (“MTLCA”)~~entitled ~~with~~to ~~GGBR~~receive ~~Inc~~consideration. ~~(“GGBR”).~~For ~~Under~~ the ~~MTLCA~~three ~~arrangement,~~months ~~the~~ended ~~Company,~~March ~~performing in its role as the Lessor under the MTLCA~~31, ~~facilitates~~ ~~GGBR’s minting~~2026, ~~issuance, and management of digital tokens (“GoldFish Tokens”) collateralized against ION.au Gold-backed Digital Assets (“ION.au”) leased from~~ the Company. ~~Revenue is~~ recognized ~~when the Company’s performance obligations are satisfied~~$27,000 ~~which~~in ~~occurs~~revenue ~~upon~~under ~~delivery of vault access to~~ the ~~ION.au.~~MTLCA, ~~This~~and ~~represents the point at which the Company has~~as ~~provided~~of ~~the~~March ~~related access services~~31, ~~effectively~~2026 ~~allowing~~and ~~GGBR~~December to31, ~~create the Goldfish Token~~2025, ~~for~~under ~~control~~the ~~and~~MTLCA ~~use of~~ the ~~Token~~Company byrecorded ~~its customers.~~no ~~The~~receivables ~~transaction price is determined based on contractual terms with GGBR, including a base lease rate factor~~ and adeferred ~~share~~revenue of ~~proceeds~~ ~~from~~$0 ~~token-related~~and ~~activities~~$460, respectively.

Consideration received in advance of performance is recorded as a contract liability and recognized as revenue when the performance obligations are satisfied. During the quarter ended September 30, 2025, the Company recognized $356,335 in revenue under the MTLCA.

The Company recorded no receivables or deferred revenue as of September 30, 2025 and December 31, 2024.

Cash and Cash Equivalents

The Company considers all money market funds and highly liquid financial investments with maturities of three months or less when acquired to be cash equivalents. As of ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025 there were no cash equivalents.

Intangible Assets

Intangible assets represent non-physical assets that lack a physical substance but have value. These assets are typically long-term in nature and can include items such as patents, trademarks, copyrights, digital assets, and software. When the Company acquires an intangible asset, it is recorded either at cost, fair value, or at historical cost. The fair value is used if the asset is acquired from an entity not under common control in a business combination, and the historical cost is used if the asset is acquired from an entity under common control. Intangible assets with a finite life are amortized using the straight-line method over their estimated useful lives.

The estimated useful lives of the respective asset categories are as follows:

Development costs	3 years
Intangible assets excluding development costs	10 years
Other intangible assets – core technology platforms	3 to 5 years

The Company follows ASC 350-30-35 and recognizes costs incurred to renew or extend the term of a recognized intangible asset as an expense in the period in which they are incurred. These costs are not capitalized but are instead treated as operating expenses, ensuring that the financial statements accurately reflect the current period’s operational activities.

Digital assets are accounted for as indefinite-lived intangible assets,; therefore, they are not amortized, but are assessed for impairment annually, or upon a triggering event that indicates it is more likely than not that the indefinite-lived intangible asset is impaired.

Impairment Analysis for Long-lived Assets and Intangible Assets

The Company’s long-lived assets and other assets (consisting of property and equipment and purchased intangible assets) are reviewed for impairment in accordance with the guidance of the FASB ASC 360, Property, Plant, and Equipment, FASB ASC 350, Intangibles, and FASB ASC 205 Presentation of Financial Statements. The Company tests for impairment losses on long-lived assets used in operations whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable or is less than fair value. If recoverability of an asset to be held and used is in question it is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset. If such asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. Impairment evaluations can involve management’s estimates on asset useful lives and future cash flows. Actual useful lives and cash flows could be different from those estimated by management which could have a material effect on our reporting results and financial positions. Fair value is determined through various valuation techniques including undiscounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. Whenever the exchange-traded price of digital assets declines below its carrying value, the Company has determined that impairment exists and records impairment equal to the amount by which the carrying value exceeds the fair value. Once an intangible asset is impaired, the loss is not reversed if the fair value subsequently increases.

Earnings Per Share

FASB ASC Topic 260, Earnings Per Share, requires a reconciliation of the numerator and denominator of the basic and diluted earnings (loss) per share ~~(EPS)~~ computations. Basic earnings (loss) per share are computed by dividing net earnings available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed ~~similar~~similarly to basic earnings per share, except that the denominator is increased to include the number of additional common shares that would have been outstanding if ~~the~~ potential common shares had been issued and if ~~the~~such ~~additional common~~ shares were dilutive, using the variable share method. In periods where losses are reported, the weighted-average number of common ~~stock~~shares outstanding excludes common stock equivalents, because their inclusion ~~would~~ would be anti-dilutive. AsThe ~~of September 30, 2025 and December 31, 2024, the~~ Company had the following common stock equivalents:

Series A preferred stock convertible into 10,000 shares of common stock each		54,030,000
	March 31, 2026		March 31, 2025
Series C preferred stock convertible into 20 shares of common stock each		14,900,000
Series A preferred stock convertible into 10,000 shares of common stock each		54,030,000		54,030,000
Total common stock equivalents		68,930,000
Series E preferred stock convertible into 500 shares of common stock each		1,721,000		-
Series C preferred stock convertible into 20 shares of common stock each		11,900,000		14,900,000
Convertible notes payable		5,765,994		-
Total common stock equivalents		73,416,994		68,930,000

For the three months ended March 31, 2025, all potentially dilutive securities were excluded from the computation of diluted loss per share because their inclusion would have been anti-dilutive.

The following table sets forth the computation of diluted weighted-average common shares for the three months ended March 31, 2026:


Weighted-average common shares outstanding – basic			34,106,234
Incremental shares from common stock equivalents			73,416,994
Weighted-average common shares outstanding – diluted			107,523,228

Fair Value Measurements

The Company follows FASB ASC Topic 820, Fair Value Measurements. ASC 820 defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles and enhances disclosures about fair value measurements. Fair value is defined under ASC 820 as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants.

ASC 820 establishes a hierarchy of valuation inputs based on the extent to which the inputs are observable in the marketplace. Observable inputs reflect market data obtained from sources independent of the reporting entity and unobservable inputs reflect the entity’s own assumptions about how market participants would value an asset or liability based on the best information available.

Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value.

The following describes the hierarchy of inputs used to measure fair value and the primary valuation methodologies used by the Company for financial instruments measured at fair value on a recurring basis.

The three levels of inputs are as follows:

	Level 1	Quoted prices in active markets for identical assets or liabilities that the Company has an ability to access as of the measurement date.

	Level 2	Inputs that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the same term of the assets or liabilities.

	Level 3	Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ~~Our~~The ~~financial~~carrying ~~instruments~~values ~~include~~of ~~cash~~the ~~and~~Company’s ~~cash equivalents, short-term~~ financial instruments, ~~short-term loans,~~which ~~accounts~~includes ~~receivable~~cash, ~~investments,~~prepaid ~~accounts payables~~ expense, and ~~debt.~~accrued ~~The~~expenses ~~carrying values of these financial instruments~~ approximate their fair value due to their short maturities. The carrying amount of our debt approximates fair value because the interest rates on these instruments approximate the interest rate on debt with similar terms available to us. The Company’s derivative liabilities are a Level 3 fair value measurement (see NOTE 10).

Income Taxes

Income taxes are provided for the tax effects of transactions reported in the financial statements and consists of taxes currently due and deferred taxes. Deferred taxes are recognized for the differences between the basis of assets and liabilities for financial statement and income tax purposes.

The Company follows FASB ASC 740, Income Taxes, which require the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates, applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

FASB ASC 740-10-25 provides criteria for the recognition, measurement, presentation and disclosure of uncertain tax position. The Company must recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. The Company did not recognize additional liabilities for uncertain tax positions pursuant to FASB ASC 740-10-25 asfor ofthe ~~September~~three 30months ended March 31, 2026 and 2025.

Contingencies

Accounting guidance requires that the Company record an estimated loss from a loss contingency when information available prior to issuance of the consolidated financial statements indicates that it is probable that an asset has been impaired or a liability has been incurred at the date of the financial statements and the amount of the loss can be reasonably estimated. Accounting for contingencies such as legal matters requires significant judgment. Many of these legal matters can take years to resolve. Generally, as the time period increases over which the uncertainties are resolved, the likelihood of changes to the estimate of the ultimate outcome increases.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk are cash arising from its normal business activities. The Company has its cash in high credit quality institutions. At times, such investments may be in excess of the FDIC insurance limit of $250,000. As of ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025, cash balances in excess of the FDIC limits were $0 ~~and $20,095~~.

The Company currently does not provide for or issue extensions of credit to its clients, vendors or employees. If the Company’s board of directors elected to make a change in current policy, management, pursuant to policy and procedure implementation of the same, would establish methodologies for monitoring and assessing corresponding risks, inclusive of the potential for concentrations and the related adequacy of loss reserves going forward.

Segment Reporting

The Company operates as a single operating and reportable segment, a resource management expertise and services provider. Our Chief Executive Officer is our Chief Operating Decision Maker, (CODM) who evaluates performance and makes operating decisions about allocating resources (see NOTE 45).

Advertising

Costs associated with advertising and marketing expenses are expensed as incurred. The Company incurred $~~58,036~~0 and $3536,~~500~~900 in advertising ~~and~~ ~~marketing costs during the nine months ended September 30, 2025~~ and ~~2024, respectively. The Company incurred $7,200 and $24,500 in advertising and~~ marketing costs during the three months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025, respectively.

Employee Stock Based Compensation

The Company accounts for its share-based compensation plan in accordance with FASB ASC 718, Stock Compensation, which establishes a fair value method of accounting for stock-based compensation ~~plans~~. The Company records stock compensation expense based on the ~~value~~grant-date fair value of the ~~number~~stock options or other equity-based compensation issued to employees and consultants, net of ~~shares~~estimated ~~vesting~~forfeitures. The ~~specified~~grant ~~periods~~date fair value of a stock-based award is recognized as an expense over ~~three~~the ~~years~~requisite service period of the award on a straight-line basis.

~~Stock~~For purposes of determining the variables used in the calculation of stock-based compensation, ~~issued~~the toCompany ~~employees~~performs ~~and~~an ~~members~~analysis of ~~our~~current market ~~board~~data ofand ~~directors~~historical isdata ~~measured~~to atcalculate ~~the~~an ~~date~~estimate of ~~grant~~implied ~~based~~volatility, on the ~~estimated~~expected ~~fair~~term ~~value~~ of the ~~award,~~option ~~net~~and ofthe ~~estimated~~expected ~~forfeitures~~forfeiture rate. ~~The~~With ~~grant~~the ~~date~~exception ~~fair~~of ~~value~~the ofexpected aforfeiture ~~stock-based~~rate, ~~award~~which is ~~recognized~~not as an ~~expense~~input, ~~over~~we use these estimates as variables in the ~~requisite~~Black-Scholes ~~service~~option ~~period~~pricing ofmodel. Depending upon the ~~award~~number of stock options granted any fluctuations in these calculations could have a material effect on the results presented in our consolidated statements of operations. In addition, any differences between estimated forfeitures and actual forfeitures could also have a ~~straight-line~~material ~~basis~~impact on our financial statements.

For purposes of determining the variables used in the calculation of stock-based compensation issued to employees, the Company performs an analysis of current market data and historical data to calculate an estimate of implied volatility, the expected term of the option and the expected forfeiture rate. With the exception of the expected forfeiture rate, which is not an input, we use these estimates as variables in the Black-Scholes option pricing model. Depending upon the number of stock options granted any fluctuations in these calculations could have a material effect on the results presented in our statements of operations. In addition, any differences between estimated forfeitures and actual forfeitures could also have a material impact on our financial statements.

Recently Issued Accounting Pronouncements

In November 2024, the Financial Accounting Standards Board (“FASB”) issued ASU 2024-03, Income Statement—Reporting Comprehensive Income (Subtopic 220-40): Disaggregation of Income Statement Expenses. The update requires public business entities to disclose, in tabular form, certain natural expense categories—such as employee compensation, depreciation, amortization, and inventory or transaction-related costs—within relevant income statement captions.

The Company will adopt ASU 2024-03 at its effective date for annual periods beginning after December 15, 2026. Early adoption has not been elected. The Company is currently evaluating the impact of this standard on its future financial statement disclosures and does not expect it to have a material effect on the recognition or measurement of amounts reported in the consolidated financial statements. Upon adoption, the Company expects the enhanced expense disaggregation disclosures to provide greater transparency and comparability for investors and other financial statement users.

The Company has reviewed all the recent accounting pronouncements issued through the date of these financial statements and has determined that there have been no standards that had, or will have, a material impact on its consolidated financial statements.

NOTE 3. Treasury Lease and Custody Agreement

In July 2025, the Company entered into a Master Treasury Lease and Custody Agreement ~~(“MTLCA”)~~ with GGBR Inc. ~~(“GGBR”).~~ Under the agreement, GGBR agreed to lease, from the Company, up to 1,000,000 ION.au Gold-backed Digital Assets in connection with GGBR’s further issuance of tokenized digital assets ~~(“GoldFishTokens”)~~. The purpose of the arrangement is to support GGBR’s digital treasury operations and independently operated and proprietary tokenization platform. The Company’s fulfillment capacity may be derived from closely held ION.au residing on the Company’s balance sheet and/or from third-party-owned ION.au assets controlled under management agreements.

Pursuant to the terms of the MTLCA, the Company retains ownership and/or management control of the underlying ION.au Gold-backed Digital Asset throughout the term of the lease. As a result, GGBR does not record the leased gold-backed digital asset as an asset on its own balance sheet. GGBR is responsible for managing the minting, issuance, and redemption of ~~GoldFish~~Goldfish Tokens, ~~for~~and ~~which,~~pays itthe ~~pays~~Company ain ~~moderate~~exchange ~~discount~~for the touse of the ~~current~~ION.au’s ~~price~~which ~~of gold~~is ~~and~~equal anto ~~applicable~~a ~~fee~~percentage ~~from~~of the ~~minting~~total ofGoldfish ~~GoldFish~~Token ~~Tokens~~sales.

~~During~~In accordance with the MTLCA consideration is paid to the Company in cash and in-kind, however, Goldfish Tokens earned by the Company are immediately loaned back to GGBR to be used in a liquidity pool managed and controlled by GGBR. Accordingly, while Goldfish Tokens were earned for the quarter ended ~~September~~March 3031, 2025, ~~the~~they ~~GGBR~~were ~~commenced~~not ~~operations~~recorded ~~under~~as intangible assets on the ~~MTLCA~~books and instead were recorded as an other receivable on the ~~Company~~balance sheet, as they are to be returned to the Company when certain events occur in ~~turn~~the future. As of March 31, ~~recognized~~2026 ~~$356~~and December 31,~~335~~ ~~in revenue~~2025 ~~related~~the other receivable recorded for Goldfish Tokens to ~~GoldFish~~be ~~Token~~returned ~~lease~~by ~~activities~~GBBR was $28,637 and $27,137, respectively.

~~As of September 30, 2025, all amounts due from GGBR related to such revenue had been collected, and no receivables were outstanding.~~11

NOTE 4. ~~Segment~~Yield ~~Reporting~~Income

The Company entered into a Master Participation Agreement with Regnum Aurum Acquisition Corp. (“RAAC”) in September 2025, pursuant to which the Company deploys tokenized gold-backed assets to support the issuance of stablecoins and related decentralized finance (“DeFi”) yield-generating activities. Under this arrangement, the Company participates in the deployment of capital within the ecosystem and is entitled to a contractually defined share of the net yield generated.

For the three months ended March 31, 2026, the Company recognized yield income of $274,711 under this agreement. Of this amount, the Company received cash proceeds of $149,550, and the remaining $125,161 was retained within the RAAC ecosystem and is recorded as “other receivable” in the accompanying consolidated balance sheet as of March 31, 2026.

The Company presents yield income as other income in the consolidated statements of operations, as such income is not derived from contracts with customers and therefore is not within the scope of ASC 606, Revenue from Contracts with Customers. The Company recognizes this other income as it is earned based on its contractual participation in the underlying yield-generating activities. Significant judgment is required in determining the appropriate presentation and timing of recognition for such income.

NOTE 5. Segment Reporting

The Company operates as a 1single operating and reportable segment, providing resource management expertise and services. Our Chief Executive Officer, who serves as our Chief Operating Decision Maker, evaluates the Company’s financial performance and makes resource allocation decisions considering our one geographical area and on a consolidated basis. Accordingly, the CODM considers the revenue, operating expenses, and other income (expenses) of our single operating segment as reported on the statement of operations and considers our current and total assets as recorded on the balance sheet. There are no additional expense or asset information that are supplemental to those disclosed in these consolidated financial statements that are regularly provided to the CODM.

NOTE 56. ~~Prepaid Expenses~~Prepayments

InPrepaid ~~August~~expenses ~~2023,~~consist ~~the~~primarily ~~Company~~of ~~signed~~advance anpayments ~~agreement with M2 Compliance LLC (“M2”)~~ for M2regulatory ~~to provide EDGAR~~ filing services ~~for the Company. The term of the services was from August 19~~, ~~2023~~OTC toMarkets ~~August~~listing 18fees, ~~2024~~and ~~for~~professional ~~an annual fee of $6,495~~services. ~~In August 2024, the Company~~These ~~paid~~costs ~~$7,015~~are ~~for~~recognized ~~the~~as ~~period~~expense ~~from~~on ~~August~~a ~~19,~~straight-line ~~2024~~basis toover ~~August 18, 2025. During~~ the ~~three~~respective ~~and~~service ~~nine months ended September 30, 2024 the Company amortized $1,689 and $4,937, respectively~~periods. ~~The Company amortized $1,461 and $4,384 during the three and nine months ended September 30, 2025, respectively. As of September 30, 2025, it is fully amortized.~~

~~Also~~EDGAR inFiling August 2023, the Company paid the annual fees to OTC Markets for two categories of services. The fee was $9,780 and the Company amortized $815 and $5,705, respectively, of the fee during the three and nine months ended September 30, 2024. In October 2024, the Company paid the annual fee of $10,080 for the year from November 2024 to October 2025. The Company amortized $2,520 and $7,560, respectively, of the fee during the three and nine months ended September 30, 2025, leaving a remaining prepaid balance of $840 as of September 30, 2025.Services

In ~~March~~August ~~2025~~2024, the Company ~~upgraded~~renewed ~~the~~its ~~OTC~~agreement ~~Markets~~with ~~services~~M2 ~~and~~for ~~paid~~EDGAR ~~the~~filing ~~annual~~services ~~fee of $9,300~~ for the period from ~~March~~August ~~2025~~19, to2024 ~~February 2026.~~through ~~The~~August ~~Company amortized $2~~18,~~325 and $5~~ 2025,~~425~~ for ~~the~~an ~~three~~annual ~~and~~fee ~~nine~~of ~~months~~$7,015. ~~ended~~The ~~September~~Company 30recognized $1,754 ~~2025~~of ~~leaving~~expense aduring ~~remaining~~the ~~prepaid~~three ~~balance of~~months ~~$3,873~~ended asMarch ~~of September 30~~31, 2025.

AsIn ofOctober ~~September~~2025, 30the Company paid $7,580 for EDGAR filing services covering the period from August 19, 2025 through August 18, ~~the~~2026. ~~balance~~The Company recognized $1,895 of ~~prepaid~~expense ~~expenses~~during ~~was~~the three months ended March 31, 2026, and recorded the remaining $2,840 and $4,~~713~~735 as prepaid expenses as of March 31, 2026 and December 31, 2025, respectively.

~~NOTE~~OTC 6.Markets ~~Intangible Assets~~Fees

AsIn October of2024, ~~September~~the ~~30,~~Company ~~2025,~~paid ~~the~~an ~~net~~annual ~~book~~OTC ~~value~~Markets fee of $10,080 covering the ~~intangible~~period ~~assets~~from ~~was~~November ~~$18,042,980,~~2024 ~~which~~through ~~was~~October ~~made~~2025. upThe Company recognized $2,520 of expense during the ~~assets~~three ~~described~~months ~~below~~ended March 31, 2025.

~~Software~~In toMarch be2025, ~~Sold~~the Company paid an additional annual OTC Markets fee of $9,300 ~~Leased~~for a separate category of services covering the period from March 2025 through February 2026. The Company recognized $775 and $1,550 orof ~~Marketed~~expense during the three months ended March 31, 2025 and 2026, respectively.

In March ~~2023~~2026, the Company paid, ~~through~~a ~~OAG~~semi-annual (aOTC ~~related~~Markets ~~party),~~fee of $849,000 tocovering ~~Oktane Media, a Company owned by Ken Park,~~ the ~~Company’s Chief~~period ~~Marketing~~from ~~Officer,~~March ~~for~~2026 ~~Nodalium Channel Partnership Agreement & Transaction Costs,~~ through ~~which~~August ~~the Company obtained a certain license that allowed the Company to resell the license~~2026. The ~~license fee covered one year. The asset was amortized over the twelve months~~Company ~~starting~~recognized ~~in April 2023. The Company amortized~~ $01,500 ~~and~~of ~~$21,000~~expense during the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026, and ~~2024,~~recorded ~~respectively. The~~the ~~asset~~remaining ~~was~~$7,500 ~~fully~~as ~~amortized~~prepaid expenses as of March ~~September 30~~31, ~~2025~~2026.

Professional Services Retainer

During 2025, the Company paid a $25,000 retainer for professional services related to its anticipated uplisting activities, which was recorded as a prepaid professional fee. During the three months ended March 31, 2026, the related services were performed, and the $25,000 retainer was fully recognized as professional fees expense. As of March 31, 2026, no prepaid professional fees related to this retainer remained outstanding.

Token Deposit

In 2025, the Company paid a $75,000 deposit for the purchase of digital tokens. As of March 31, 2026, this amount was recorded as a prepaid asset, as the underlying tokens had not yet been delivered. Upon delivery, the deposit will be reclassified to the appropriate asset category in accordance with the Company’s accounting policy for digital assets.

Prepaid Expense Balance

As of March 31, 2026 and December 31, 2025, prepaid expenses were $85,340 and $106,285, respectively.

NOTE 7. Intangible Assets

As of March 31, 2026, the net book value of the Company’s intangible assets was $22,491,256, consisting of internal-use software and indefinite-lived intangible assets.

Internal-use Software

In January 2023, the Company entered into a service agreement with Nodalium, Inc. (“Nodalium”) ~~through~~to ~~which Nodalium would~~ provide workflow automation for ~~the~~ KYC and AML onboarding of gold reserves. The consideration for this project was $80,000. During the ~~nine~~ ~~and~~ three months ended ~~September~~March 3031, ~~2025~~ 2026, the Company recognized amortization expense of $~~20,000 and $~~6,667, ~~respectively,~~ and the remaining ~~balance~~ carrying value of the ~~assets~~asset was $206,~~000~~666 as of ~~September~~March 3031, ~~2025. Having participated in the planning and development of the Company’s~~ Core Architectural Platform and Digital Asset Ecosystem, I-ON will further develop and expand upon the Nodalium technology by adding new AI and web3-based workflow management components that have been additionally developed by other technology partners like Instruxi Limited2026.

In March 2023, the Company ~~signed~~entered into an agreement with Instruxi Limited, ~~through which Instruxi Limited was~~ to build a technology stack for the tokenization of precious metal, mineral, and/or commodity asset rights for unextracted deposits. The ~~technology stack allows the~~ Company ~~to provide specialist consultation, through its ION’s Digital Architecture & Hybrid Blockchain Platform. The Company~~ paid $329,142 for this software. During the ~~nine and~~ three months ended ~~September~~March 3031, ~~2025~~2026, the Company recognized amortization expense of $~~82,285 and $~~27,428, ~~respectively,~~ and the remaining carrying value of the ~~assets~~asset was $~~137~~82,~~143~~287 as of ~~September~~March 3031, ~~2025~~2026.

In August 2025, the Company engaged Instruxi Limited to upgrade and modify its existing technology platform. ~~The total cost of the project is estimated to be approximately $50,000.~~ As of ~~September~~March 3031, ~~2025~~2026, the Company had ~~incurred~~capitalized ~~costs of~~ $3019,~~000~~334 for upgrades related to the project~~, of~~. ~~which~~During ~~$6,000~~the ~~was~~three ~~capitalized~~months ~~for~~ended ~~upgrades.~~March ~~The~~31, ~~project~~2026, ~~was~~the ~~not~~Company ~~yet~~recognized ~~completed~~amortization expense orof ~~ready~~$2,167, ~~for~~and ~~use~~the asremaining ofcarrying ~~the~~value ~~end~~ of the ~~reporting~~asset ~~period~~was $17, ~~accordingly,~~167 ~~no amortization has been recognized~~ as of ~~September~~March 3031, ~~2025~~2026.

~~The~~Total ~~Company expects to record~~ amortization ofexpense ~~$34,096~~ for ~~the~~intangible ~~remainder~~assets ofwas ~~2025 and~~ $~~125~~36,~~047,~~262 ~~$2,000, and $2,000~~ for the ~~years~~three ~~ending~~months ~~December 31,~~ended ~~2026,~~March ~~2027~~31, ~~and 2028, respectively~~2026.

The Company expects to record future amortization of $95,453, $8,667, and $2,000 for the years ending December 31, 2026, 2027, and 2028, respectively.

Indefinite-lived Intangible Assets

InThe ~~February 2023, ION Acquisition Corp., a company owned 100% by Carlos Montoya, the~~ Company’s ~~Chief~~indefinite-lived ~~Executive~~intangible ~~Officer~~assets ~~and~~consist ~~controlling stockholder,~~of ~~signed a purchase agreement with Nahla Jacobs and Nahla Saleh Jacobs Trust and~~ Orebits ~~Acquisition Group LLC, to purchase 180 Orebits~~ AU Certificates, ~~valued~~also atreferred ~~$335,700.~~to ~~ION~~as ~~Acquisition Corp~~ION.au, ~~paid $85~~pmUSD,~~700~~ ~~in cash~~ and ~~issued 1~~xPM,~~136,364~~ ~~shares of its common~~which ~~stock~~are ~~for~~gold-backed ~~the~~digital ~~transaction~~assets. ~~ION~~These ~~Acquisition~~assets ~~Corp.~~have ~~then~~been ~~contributed~~determined ~~the 180 Orebits AU Certificates~~ to ~~the~~have ~~Company.~~an Inindefinite ~~October~~life ~~2023~~and, ~~the Company~~accordingly, ~~assessed~~are ~~the~~not ~~value~~amortized ofbut are ~~the~~evaluated ~~Orebits~~for ~~AU Certificates and determined there was an~~ impairment ofin ~~$8,199,~~accordance ~~reducing~~with the ~~asset~~Company’s ~~value to~~accounting ~~$327,501 as of December 31, 2023~~policy.

InAs of December ~~2023~~31, ~~the Company obtained 9~~2025,~~699.7082~~ ~~Orebits~~the AUcarrying ~~Certificates~~value ~~through~~of the ~~acquisition~~Company’s ofindefinite-lived ~~Orebits~~intangible asassets awas ~~result~~$17,879,837. ofDuring the ~~Contribution~~three ~~and~~months ~~Exchange~~ended ~~Agreement~~March ~~with OAG~~31, ~~an entity owned and controlled by Carlos Montoya~~2026, ~~CEO~~the ~~(see~~Company ~~NOTE~~used 1)489.50 ~~Pursuant~~units toof ~~the agreement~~ION.au, ~~I-ON Digital~~with ~~Corp.~~a ~~issued~~carrying ~~910,000~~value ~~shares~~ of ~~Series~~$890,381, Cto ~~Preferred~~settle ~~Stock~~bridge inloan ~~exchange~~obligations totaling ~~for Orebits’ 100% ownership of 910~~$1,331,000 ~~Orebits’ shares. The Company~~, ~~having~~including ~~independently~~principal ~~built~~and ~~the~~interest, ~~underlying~~resulting ~~ION Digital Hybrid Blockchain & Workflow Platform~~ in ~~anticipation of onboarding the Orebits AU certificates as~~ a ~~Gold~~gain ~~Backed~~on ~~Digital Asset, recorded~~ the ~~9,699.7082~~settlement ~~Orebits~~of AUdebt ~~Certificates~~of at $17440,~~643,284~~ 619 (~~$1,818.95~~see ~~per~~NOTE ~~Orebits AU Certificate~~9).

InDuring ~~July 2024,~~ the ~~Company~~three ~~sold~~months 50ended ~~units~~March of31, 2026, the ~~Orebits~~Company AUreceived ~~Certificates~~1,331,000 ~~in exchange for 2~~ units of ~~Bitcoin~~pmUSD ~~(“BTC”).~~from ~~The~~a ~~selling price~~third ~~was~~party ~~$116,630~~that ~~based~~had ona ~~the~~fair value of ~~BTC on the date of sale~~$1, 331,000 and ~~the~~which ~~carrying~~are ~~value~~required ofto ~~the~~be 50returned ~~Orebits~~to ~~AU Certificates was $90,948, so~~ the ~~gain~~third onparty ~~exchange~~under of the ~~intangible~~related ~~assets~~arrangement; ~~was $25~~therefore,~~682.~~ ~~On September 30, 2024,~~ the Company ~~sold~~recorded ~~the~~a ~~2 units of BTC for cash of~~corresponding ~~$120,425,~~liability ~~which~~within ~~was~~other ~~the~~current ~~BTC~~liabilities ~~selling price~~ on the ~~date~~condensed ofconsolidated ~~sale,~~balance ~~resulting in a gain on sale of intangible assets of $3,795~~sheets.

~~The~~During ~~Orebits~~the AUthree ~~Certificates~~months ~~have~~ended ~~been~~March ~~determined~~31, to2026, ~~have~~the anCompany ~~indefinite~~exchanged ~~life~~2,719 ~~therefore~~units noof ~~amortization~~ION.au, ~~has~~with ~~been~~a ~~recognized,~~historical ~~instead~~carrying ~~the~~value ~~asset is~~of ~~evaluated~~$4,945,750, for 9,000,000 ~~impairment~~units inof ~~accordance~~pmUSD with ~~the~~a ~~Company’s~~fair ~~policy~~value ~~for~~of ~~such.~~$8,968,500 ~~During~~and ~~the~~1,000,000 ~~nine~~units ~~months~~of ~~ended~~xPM ~~September~~with ~~30,~~a ~~2025~~fair ~~no impairment~~value ~~was~~of ~~recognized~~$41,930. ~~therefore~~The transaction was accounted for as an exchange of ~~September~~intangible 30assets, ~~2025,~~and the ~~value~~Company ofrecognized ~~the~~a ~~indefinite-lived~~gain on exchange of intangible assets ~~were~~of $174,~~879~~064,~~837.~~680, Asrepresenting ofthe ~~September~~excess ~~30,~~of ~~2025~~the ~~489~~fair ~~Orebits~~value AUof ~~Certificates~~the ~~were~~assets ~~pledged~~received asover ~~collateral for~~ the ~~Company’s~~carrying ~~loans~~value ~~payable~~of ~~(see~~the ~~NOTE~~ION.au 8)surrendered.

As of March 31, 2026, the carrying value of the Company’s indefinite-lived intangible assets was $22,385,136. No impairment was recognized during the three months ended March 31, 2026.

NOTE 78. Related-Party Transactions

~~During~~The ~~2023, the~~ Company ~~received~~has ~~$176,342~~entered ~~from~~transactions ~~IAC~~with asrelated ~~consideration~~parties ~~to acquire 803 shares of Series A Preferred Stock. The shares were issued~~ in ~~December~~the ~~2024~~normal ~~therefore~~course ~~were recorded as Series A Preferred Stock to be issued as~~ of ~~March 31, 2024 (see NOTE 9)~~business.

AsAdvances ~~described in NOTE 6 the Company purchased certain intangible assets~~ from ~~related~~Related ~~parties.~~Party

Through an entity controlled by Carlos Montoya, the Company’s ~~CEO~~Chief Executive Officer and controlling stockholder, Mr. Montoya currently pays substantially all ~~the~~operating expenses ~~for the Company’s operations~~ and certain capital ~~expenditures~~. ~~For~~During the ~~nine~~three months ended ~~September~~March 3031, ~~2025 and 2024~~2026, the related party ~~deposited~~advanced $5,662 ~~cash~~to ~~into~~ the Company ~~and/or paid Company expenses of $440~~,~~341~~ and ~~$815,061,~~the ~~respectively. The~~ Company ~~paid~~ ~~back~~repaid $35100,000 of ~~the~~outstanding advances ~~during the nine months ended September 20, 2025~~. These advances ~~from the related party~~ are ~~repayable by the Company,~~ unsecured, non-interest bearing, ~~and~~ payable on demand., ~~There~~and there are no formal written agreements ~~for~~governing ~~these~~such ~~advances~~arrangements. ~~As of September 30, 2025 and December 31, 2024, the balance due to this related party was $1,741,980 and $1,336,639, respectively.~~

~~During~~As ~~the nine months ended September 30, 2025, the Company, on behalf~~ of ~~one~~March ~~of its related parties~~31, ~~Oktane~~2026 ~~Media LLC (“Oktane”), owned by the Company’s Chief Marketing Officer, conducted the payroll process for Oktane. The Company paid Oktane’s employee payroll, payroll taxes~~ and ~~employee~~December ~~benefits in the amount of $476~~31,~~884.~~ ~~The Company got reimbursed the same amount from Oktane during the nine months ended September 30,~~ 2025, ~~with~~the anbalance ~~additional~~due ~~advance~~to ofthis ~~$6,002.~~related ~~Oktane~~party ~~Media~~was ~~LLC also charged~~ $441,~~000 for the services it performed for the Company during the nine months ended September 30~~703,833 ~~2025,~~ and ~~the Company paid~~ $441,~~000. As of September 30~~798, ~~2025~~171, ~~the~~ ~~Company owed Oktane $6,002~~respectively.

OnOktane ~~March~~Media 30, 2023, the Company sub-leased its Enterprise Workflow/Intelligent Automation Platform, as allowed under a relicensing provision within that certain master software license agreement, to I-ON Acquisition Corp., an entity owned by Carlos Montoya, the Company’s Chief Executive Officer, for annual fees of $130,500. The Company received the full amount at contract inception and recorded it as deferred revenue, to be recognized into revenue over the twelve-month licensing period starting in April 2023, as the Company’s single performance obligation was to allow I-ON Acquisition Corp. to utilize the software during the license period. The Company recognized revenue of $0 and $32,625 for the nine months ended September 30, 2025 and 2024, respectively.LLC

InThe ~~September~~Company ~~2025~~processes payroll and related expenses on behalf of Oktane Media LLC (“Oktane”), an entity owned by the Company’s Chief ~~received~~Marketing ~~$118~~Officer,~~900 in~~ ~~advances~~and ~~from~~is ~~Orebits~~reimbursed ~~Acquisition~~by ~~Group~~Oktane ~~LLC~~for such payments. AsDuring ofthe ~~September~~three 30months ended March 31, ~~2025~~2026, the ~~balance~~Company ~~due~~paid $197,006 toon ~~OAG~~behalf ~~was~~of Oktane for payroll, payroll taxes, employee benefits and for other amounts owed, and Oktane reimbursed the Company $~~118~~140,~~900~~080 for such costs.

~~NOTE~~As 8.of ~~Loans~~March ~~Payable~~31, in2026 ~~Default~~and December 31, 2025, the Company owed Oktane $34,655 and $91,581, respectively.

InOrebits ~~November~~Acquisition ~~2023,~~Group ~~the~~LLC Company issued promissory notes in the amount of $550,000, with a maturity date at the earlier of one year or 30 days from the closing date of a registered security token offering which was a planned offering yet to be approved by the Securities and Exchange Commission. The promissory notes had an effective (~~bonus~~“OAG”) interest rate of 100% of the note principal, therefore the Company was recording interest of $550,000 ratably over the term of the promissory notes. In addition, the Company issued 550,000 warrants to purchase shares of common stock to the holders of the promissory notes as additional consideration (see NOTE 9). The value of the warrants was $87,970, which was recorded as a debt discount and increase to additional paid in capital at note inception. Further, as additional consideration, upon the closing date of an ION Digital Registered Security Token Offering, the Company would be required to issue Registered Tokens, which would be derived from the Offering, at the sum of which was to be equal to two and one-half times the principal of the promissory notes. Said tokens, all or in part, were to be convertible into the Company’s common stock at a 20% discount to the prevailing bid price on the date that the lender issues to the Company a notice of conversion.

~~Effective~~Orebits ~~November~~Acquisition 1,Group ~~2024,~~LLC ~~all~~is ~~promissory notes were amended to extend the maturity date to July 1, 2025 and the Company was responsible to pay~~ an ~~additional~~entity ~~interest~~owned amount that was 10% of the total amount due at the time of amendment, or $110,000. The Company accounted for this modification as a debt extinguishment, therefore this additional cost of financing was recorded as a loss on debt extinguishment during the year ending December 31, 2024. In conjunction with the amendment, the Company pledged 489 of their Orebits AU Certificates as collateral for the loans (see NOTE 6). Further, the Company assigned the obligation for the issuance of any Registered Tokens to a related party and ~~the~~controlled ~~holders~~by of the ~~promissory notes released the~~ Company’s ~~from~~Chief ~~such~~Executive ~~obligation recorded in the original promissory notes~~Officer.

~~For~~As ~~the~~of ~~nine~~December ~~and~~31, ~~three~~2025, ~~months~~the ~~ended~~Company ~~September~~had ~~30,~~received ~~2024~~$198,900 ~~the~~in ~~Company~~advances ~~recorded~~from ~~interest~~Orebits ~~expenses~~Acquisition ofGroup ~~$412,877~~LLC. ~~and~~These ~~$138,630,~~advances ~~respectively,~~are ~~and~~unsecured, ~~amortized~~non-interest ~~debt~~bearing, ~~discount~~payable ofon ~~$65~~demand,~~979~~ and ~~$21,993,~~there ~~respectively,~~are ~~into~~no ~~interest~~formal ~~expense~~written ~~related~~agreements togoverning ~~the~~such ~~loans payable~~arrangements. ~~The~~There ~~debt~~were ~~discount~~no ~~was~~transactions ~~fully~~with ~~amortized~~OAG ~~and~~during ~~all~~the ~~interest~~three ~~due~~months onended ~~the~~March ~~note~~31, ~~was~~2026. ~~recognized~~As as of ~~December~~March 31, ~~2024,~~2026 ~~therefore~~and noDecember ~~interest~~31, ~~expense~~2025, ~~was recorded during~~ the ~~nine~~balance ~~and~~due ~~three~~to ~~months~~OAG ~~ended~~was ~~September 30~~$198, ~~2025~~900.

As of ~~September~~March 3031, ~~2025~~2026 ~~the~~and ~~balance~~December of31, ~~the loans payable balance was $550~~2025,~~000~~ ~~and~~ the ~~balance~~balances of ~~the~~Due ~~interest~~to ~~accrued~~related ~~was~~parties were $~~660~~1,~~000~~937,388 ~~all of~~and ~~which was in default as the July 1~~$2,088,652, ~~2025 maturity date had passed~~respectively.

NOTE 9. Loans Payable

In November 2023, the Company issued promissory notes in the aggregate principal amount of $550,000, with a maturity date at the earlier of one year or 30 days following the closing of a planned registered security token offering. The promissory notes carried an effective (bonus) interest rate equal to 100% of the note principal. Accordingly, the Company recognized interest expense of $550,000 over the term of the promissory notes. In addition, the Company issued 550,000 warrants to purchase shares of common stock to the holders of the promissory notes as additional consideration (see Note 10). The fair value of the warrants of $87,970 was recorded as a debt discount with a corresponding increase to additional paid-in capital at issuance.

Effective November 1, 2024, the promissory notes were amended to extend the maturity date to July 1, 2025. In connection with the amendment, the Company incurred an additional financing cost equal to 10% of the total amount due at the time of amendment, or $110,000, which was recognized as a loss on debt modification during the year ended December 31, 2024. The Company also pledged 489 Orebits AU Certificates (ION.au) as collateral for the notes (see Note 7). In addition, the obligation to issue registered tokens was assigned to a related party, and the Company was released from such obligation by the note holders.

~~NOTE~~During 9the year ended December 31, 2025, the notes matured and remained unpaid, resulting in a default. ~~Stockholders’~~The ~~Equity~~Company incurred an additional penalty of 10% on the outstanding balance, or $121,000, which was recognized as interest expense. As of December 31, 2025, the outstanding balance consisted of principal of $550,000 and accrued interest of $781,000, for a total of $1,331,000, all of which was in default.

Settlement of Loans Payable

During the three months ended March 31, 2026, the Company fully settled all outstanding promissory notes and related accrued interest. The total amount settled was $1,331,000, consisting of principal of $550,000 and accrued interest of $781,000.

The Company satisfied this obligation through the transfer of 489.50 units of ION.au, which had a carrying value of $890,381 at the time of settlement. As a result, the Company recognized a gain on settlement of debt $440,619, representing the difference between the carrying value of the liability extinguished and the carrying value of the assets transferred.

NOTE 10. Convertible Promissory Notes and Embedded Derivative Liabilities

On December 31, 2025, the Company issued a convertible promissory note (the “Crom Note”) to Crom Structured Opportunities Fund I, LP with a principal amount of $183,370 and received net cash proceeds of $153,400 after original issue discount and fees of $29,970 that were captured as a debt discount. The Crom Note matures twelve months from the issuance date and includes a one-time interest charge of 8%, which is earned at issuance, therefore the note principal and the debt discount increased an additional $14,670. The Crom Note may not be prepaid by the Company prior to maturity.

During the three months ended March 31, 2026, the Company issued four additional convertible promissory notes (the “Q1 2026 Notes”) with a total principal amount of $724,240 and received aggregate cash proceeds of $577,300 after original issue discounts and fees of $146,940 that were captured as a debt discount. The Q1 2026 Notes mature twelve months from the issuance dates and include a one-time interest charge of 8%, which is earned at issuance, therefore the Q1 2026 Notes principal and debt discount increased an additional $57,940. The Q1 2026 Notes may not be prepaid by the Company prior to maturity.

The Crom Note and the Q1 2026 Notes are convertible, at the holder’s option, into shares of the Company’s common stock at a conversion price equal to 80% of the lowest closing market price of the Company’s common stock during the ten trading days immediately preceding the conversion date. The Company is required to reserve a specified number of shares for potential conversion and is subject to penalties if shares are not timely delivered upon conversion.

Because the conversion price is variable and based on the market price of the Company’s common stock, the embedded conversion feature is not considered indexed to the Company’s own stock. Accordingly, the embedded conversion feature is accounted for as a derivative liability in accordance with ASC 815, Derivatives and Hedging. The derivative liability is measured at fair value at issuance and remeasured at fair value at each reporting date, with changes in fair value recognized in earnings.

On December 31, 2025, at issuance of the Crom Note, the Company recorded a derivative liability of $156,644, of which $153,400 was recorded as a debt discount and $3,244 was recorded as loan fees in interest expense on the statement of operations. During the three months ended March 31, 2026, when the Q1 2026 Notes were issued, the Company recorded a derivative liability of $619,451, of which $577,300 was recorded as a debt discount and $42,120 was recorded as interest expense on the statement of operations.

The debt discount recorded for all notes, which includes the original issue discount, issuance costs, one-time interest, and the derivative allocation, is amortized to interest expense over the term of each note using the effective interest method. For the three months ended March 31, 2026, the Company recognized $183,257 of interest expense related to the amortization of the debt discount and recorded a $14,248 loss for the change in the fair value of the derivative liability.

The fair value of the embedded derivative is classified within Level 3 of the fair value hierarchy due to the use of unobservable inputs, including assumptions related to expected volatility and conversion timing. The fair value of the derivative liability was determined using the Black-Scholes pricing model, which uses inputs that are sensitive to changes in the market price and volatility of the Company’s common stock. Conversion of the Note may result in significant dilution to existing shareholders.

The following assumptions were used in the Black-Scholes model during the three months ended March 31, 2026:

Schedule of Black Scholes Model

Expected Term	0.75 – 0.99 Years
Volatility	155% - 163		%
Expected Dividend Yield		0	%
Risk-free interest rate		3.47% - 3.68	%

The following table summarizes the change in the derivative liabilities during the three months ended March 31, 2026:


Derivative liability balance at December 31, 2025	$	156,644
Addition of new derivatives recognized as debt discounts		577,300
Addition of new derivatives recognized as loan fees		42,120
Gain (loss) on change in valuation of derivative liability		14,248
Derivative liability balance at March 31, 2026	$	790,312

NOTE 11. Stockholders’ Equity

Series A Preferred Stock

In September 2022, the Company established the Series A Preferred Stock. The authorized number of shares of Series A Preferred Stock is six thousand (6,000). Each share has a par value of $0.0001. Each share of Series A Preferred Stock is convertible into Ten Thousand (10,000) shares of Common Stock and were entitled to vote on matters as to which holders of the Common Stock shall be entitled to vote at a rate of one hundred (100) votes per share of Series A Preferred Stock, which was changed with an amendment on August 22, 2024 to ten thousand (10,000) votes per share of Series A Preferred Stock.

InDuring ~~May and September 2023,~~ the ~~Company~~three ~~received~~months ~~$100,000~~ended ~~and~~March $71,342, respectively, for Series A preferred stock to be issued to IAC, a related party (see NOTE 7). The total of $171,342 was recorded as a liability because if the Company was not able to issue the stock, the funds would be returned. In September 2023, the Company decided to issue the stock and the total amount of $171,342 was reclassified to stock to be issued. In August 2023, the Company received an additional $5,000 from IAC for the stock to be issued. As of December 31, ~~2023~~2026 and ~~September~~2025 ~~30,~~there ~~2024,~~were ~~the~~no ~~total~~ shares of Series A ~~preferred~~Preferred ~~stock~~Stock ~~to be~~ issued ~~was 803 recorded at a value of $176,342~~.

~~During~~As ~~the~~of ~~year~~March ~~ending December~~ 31, ~~2024,~~2026 ~~the Company recorded the issuance of their Series A Preferred Stock therefore increasing their Series A shares by 803~~ and ~~reclassifying the value of $176,342 from Series A Preferred Stock to be issued to additional paid-in capital. As a result, as of~~ December 31, ~~2024 and September 30,~~ 2025, there were no5,403 shares of Series A ~~preferred~~Preferred ~~stock~~Stock ~~to be~~ issued and ~~no amount shown on the books~~outstanding.

~~As of September 30, 2025 there were 5,403 shares of Series A Preferred Stock issued and outstanding.~~16

Series B Preferred Stock

In September 2022, the Company established the Series B Preferred Stock. The authorized number of shares of Series B Preferred Stock is six thousand (6,000) with a par value of $0.0001. Each share of Series B Preferred Stock is convertible into one thousand (1,000) shares of Common Stock and is entitled to vote on matters as to which holders of the Common Stock shall be entitled to vote at a rate of one thousand (1,000) votes per share of Series B Preferred Stock.

During the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024,~~2025 there were no ~~Series~~shares ~~B Preferred Stock transactions and as~~ of ~~September 30, 2025 and December 31, 2024 there were no~~ Series B Preferred Stock issued ~~and outstanding~~.

As of March 31, 2026 and December 31, 2025, there were no shares issued and outstanding.

Series C Preferred Stock

In December 2023, the Company established the Series C Preferred Stock. ~~The~~with 910,000 authorized ~~number of~~ shares ofand ~~Series C Preferred Stock is 910,000 with~~ a par value of $0.0001 per share. Each share ~~of Series C Preferred Stock~~ is convertible into ~~twenty (~~20) shares of Common Stock ~~and~~. ~~was~~Initially, ~~entitled~~each toshare ~~vote~~carried ~~on matters as to which holders of the Common Stock shall be entitled to vote at a rate~~ one ~~(1)~~ vote per share of; ~~Series~~however, Cin ~~Preferred Stock. In~~ February 2025 , the Company amended ~~their~~the Certificate of Designation ~~for the Series C Preferred Stock and allow each share of Series C Preferred Stock~~ to ~~vote~~provide onvoting ~~matters~~rights ~~as to which holders~~ of ~~the Common Stock shall be entitled to vote at a rate twenty (~~20) votes per share ~~of Series C Preferred Stock~~.

During the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025 there were no ~~Series~~shares ~~C Preferred Stock transactions and as~~ of ~~September 30, 2025 and December 31, 2024 there were 745,000~~ Series C Preferred Stock ~~outstanding~~issued.

As of March 31, 2026 and December 31, 2025, there were 595,000 shares of Series C Preferred Stock issued and outstanding.

Series E Preferred Stock

On January 5, 2025, the Company established the Series E Preferred Stock. ~~The~~Each share of Series E Preferred Stock is convertible ~~at any time~~ into ~~shares of Common Stock at the rate of~~ 500 shares of Common Stock ~~for~~and ~~each share of Series E Preferred Stock. The Series E Preferred Stock~~ votes on an as-converted basis, ~~i.e.~~with ~~each share of Series E Preferred Stock is entitled to~~ 500 votes onper ~~all matters submitted to a vote of stockholders~~share.

During the ~~nine~~three months ended ~~September~~March 3031, 2026 and 2025 there were no ~~Series~~shares ~~E Preferred Stock transactions and as~~ of ~~September 30, 2025 there were no~~ Series E Preferred Stock issued ~~and outstanding~~.

As of March 31, 2026 and December 31, 2025, there were 3,442 shares of Series E Preferred Stock issued and outstanding.

Common Stock

~~During~~The ~~the~~Company ~~nine~~is ~~months~~authorized ~~ended~~to ~~September~~issue 30250,000,000 ~~2025~~shares ~~and 2024 there were no Common Stock transactions and as~~ of ~~September~~common ~~30,~~stock ~~2025~~with ~~and~~a ~~December~~par ~~31, 2024,~~value ~~the Company had 31,106,234 shares~~ of ~~Common~~$0.0001 ~~Stock~~per ~~issued and outstanding~~share.

~~Warrants~~During the three months ended March 31, 2026 and 2025 there were no shares of Common Stock issued.

InAs ~~November 2023, the Company issued 550,000 warrants to purchase shares~~ of ~~Common~~March ~~Stock to the Holders of Promissory Notes as additional consideration for the loans (see NOTE 8). Pursuant to the underlying loan agreements~~31, ~~the~~2026 ~~warrant holders could purchase shares of Common Stock at the price of $0.07 per share. The total value of the warrants was $87,970~~ and ~~the~~December ~~warrants were to expire on the maturity dates of the promissory notes. On November 1~~31, ~~2024~~2025, ~~550,000~~there ~~warrants~~ were ~~given up in a cashless exercise in exchange for 396~~34,~~000~~106,234 shares of ~~Common~~ ~~Stock,~~common ~~therefore~~stock ~~as of September 30, 2025, no warrants were~~ issued orand outstanding.

NOTE 1012. Subsequent Events

The Company follows the guidance in FASB ASC 855-10 for the disclosure of subsequent events. The Company evaluated subsequent events through the date the financial statements were available to be issued and determined ~~the~~that ~~Company~~there ~~did~~were ~~not~~no ~~have~~material ~~any reportable~~ subsequent events requiring ~~except~~recognition or disclosure in the ~~following:~~accompanying consolidated financial statements.

~~In October 2025, the related party, Orebits Acquisition Group LLC, owned by the Company’s CEO, funded $80,000 for the Company’s operations.~~17

15Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward Looking Statements

This ~~quarterly~~Quarterly ~~report~~Report on Form 10-Q contains forward-looking statements that involve risks and uncertainties. These statements relate to future events or our future financial performance. InWords ~~some cases, you can identify forward-looking statements by terminology~~ such as “may”, ” “should”,” “expects”,” “plans”, ” “anticipates”,” “believes”,” “estimates”, ~~“predicts~~”, ~~“potential”~~and orsimilar ~~“continue”~~expressions orare ~~the~~intended ~~negative~~to ofidentify ~~these terms or other comparable terminology.~~forward-looking ~~These~~ statements ~~are only predictions~~.

~~While~~These ~~these forward-looking~~ statements, ~~and any assumptions upon which they~~ are based, ~~are~~on ~~made~~current inexpectations ~~good~~and ~~faith~~assumptions and ~~reflect~~are ~~our~~subject ~~current~~to ~~judgment regarding~~risks ~~the~~and ~~direction~~uncertainties. ofActual ~~our business, actual~~ results ~~will~~may ~~almost~~differ ~~always vary, sometimes~~ materially~~, from any estimates, predictions,~~. ~~projections,~~The ~~assumptions~~Company orundertakes ~~other~~no ~~future~~obligation ~~performance suggested in this report. Except as required by applicable law, we do not intend~~ to update any ~~of the~~ forward-looking statements toexcept ~~conform~~as ~~these~~required ~~statements~~by ~~to actual results~~law.

~~Our~~Basis ~~unaudited interim financial statements for the nine months ended September 30, 2025 and 2024 and as~~ of September 30, 2025 are expressed in US dollars and are prepared in accordance with generally accepted accounting principles in the United States of America. They reflect all adjustments (all of which are normal and recurring in nature) that, in the opinion of management, are necessary for fair presentation of our interim financial information. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for any subsequent quarter. Our unaudited financial statements and notes included therein have been prepared on a basis consistent with and should be read in conjunction with our audited financial statements and notes for the year ended December 31, 2024, as filed in our annual report on Form 10-K.Presentation

The ~~following~~accompanying ~~discussion~~unaudited ~~should~~condensed beconsolidated ~~read~~financial statements for the three months ended March 31, 2026 and 2025 have been prepared in ~~conjunction~~accordance with ~~our~~U.S. GAAP and applicable SEC rules for interim financial ~~statements~~reporting. ~~and~~In the ~~related~~opinion ~~notes~~of ~~that~~management, ~~appear~~all ~~elsewhere~~normal and recurring inadjustments ~~this~~necessary ~~quarterly~~for ~~report~~a fair presentation have been included.

The results for the three months ended March 31, 2026 are not necessarily indicative of the results expected for the full year. These financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Business Overview

~~Organization~~I-ON is a leading-edge developer and ~~Corporate~~provider ~~History~~of asset-digitization and securitization solutions engineered to provide a secure, fast, transparent, and institutional-grade digital asset ecosystem. We specialize in digitizing documentary evidence of ownership into secure, asset-backed digital certificates, thus bringing liquidity and recognized value to a diverse array of asset classes. Our cutting-edge technology includes a hybrid blockchain architecture that incorporates state-of-the-art smart contracts and sophisticated workflow management, inclusive of AI technologies. This system enables the digitization of ownership instruments records for recoverable gold, precious metals, and mineral reserves, transforming them into digital certificates that facilitate value transfer through innovative asset-backed financial instruments.

In 2023 and 2024, I-ON is acontinued ~~leading-edge~~to ~~provider~~expand ofits ~~asset-digitization~~market presence and ~~securitization~~plans ~~solutions~~for ~~engineered~~future toproduct ~~provide~~offerings. aDuring ~~secure,~~this ~~fast~~period, ~~transparent,~~we ~~and~~notably acquired ~~institutional-grade~~Orebits’ ~~ecosystem.~~gold Wedigitization ~~specialize~~patent inand ~~digitizing~~patent-pending ~~documentary~~portfolio, ~~evidence~~trademarks, ofbrand ~~ownership~~marks, ~~into~~and ~~secure,~~core ~~asset-backed~~intellectual ~~digital~~property ~~certificates,~~(see Note ~~thus~~1 ~~bringing~~of ~~liquidity~~the ~~and~~Notes ~~recognized~~to ~~value~~Financial toStatements). aThis ~~diverse~~acquisition ~~array~~has ofallowed ~~asset~~us ~~classes.~~to ~~Our~~enhance ~~cutting-edge~~our ~~technology~~capabilities ~~includes~~and abroaden ~~zero-trust,~~our plans for future ~~hybrid~~service ~~blockchain~~offerings, ~~architecture~~particularly ~~that~~through ~~incorporates~~a ~~state-of-the-art~~new ~~smart~~Digital ~~contracts~~Asset ~~and~~Platform ~~sophisticated~~(DAP) ~~workflow~~designed ~~management~~as AIa ~~technologies. This~~“digital ~~system~~front-end” ~~enables~~for ~~the~~banks, ~~digitization~~broker-dealers, and ofother ~~ownership~~financial ~~records~~intermediaries. ~~for~~This ~~recoverable~~platform ~~gold,~~supports ~~precious~~the ~~metals~~receipt, management, and ~~mineral~~reporting ~~reserves~~of digital assets, ~~transforming~~reinforcing ~~them~~our ~~into~~commitment ~~digital~~to ~~certificates~~innovation ~~that~~in ~~facilitate~~the ~~wealth~~banking, ~~transfer~~financial ~~through~~technology, ~~innovative~~and mineral asset~~-backed~~ ~~financial instruments~~industries.

16The Real World Asset tokenization market is rapidly evolving, with gold digitization and asset-backed securities emerging as a standout segments. I-ON’s ability to unlock the liquidity of reserves still in the ground, enhance transparency, and offer fractional ownership of a time-tested store of value has positioned the company at the forefront of this movement by combining next-generation blockchain technology, robust compliance frameworks, and through its strategic technology partnerships with Instruxi Ltd, Chainlink, Fireblocks and other leading “web 3” technology providers, allowing to expand its service offering and enhance its gold digitization patents. I-ON’s technological edge has deepened its presence in the rapidly evolving RWA tokenization, asset digitization, and asset-backed digital assets marketplace.

InBuilding ~~the~~on ~~fiscal~~evolving ~~year~~capacity ~~2023~~and momentum, I-ON ~~continued~~expanded ~~to expand~~ its ~~market~~Digital ~~presence~~Asset ~~and~~Platform ~~product~~to ~~offerings.~~serve Webanks ~~notably~~and ~~acquired~~financial ~~Orebits’~~intermediaries ~~gold~~with ~~digitization~~advanced ~~patent~~tools ~~portfolio,~~for ~~trademarks~~asset management, ~~brand~~transaction ~~marks~~processing, and ~~core~~digital ~~intellectual~~securities ~~property~~reporting. inThe ~~the~~platform ~~Orebits~~can ~~Transaction.~~now ~~This~~deliver ~~acquisition~~faster, ~~has~~more ~~allowed us~~secure toblockchain-powered ~~enhance~~transactions, ~~our~~while ~~capabilities~~also ~~and~~enabling ~~broaden~~the ~~our~~monetization ~~service~~of ~~offerings,~~in-ground ~~particularly~~gold ~~through~~without aphysical ~~new~~extraction—supporting broader ~~SaaS~~sustainable ~~platform~~finance ~~designed~~initiatives. ~~for~~Strategic ~~banks,~~partnerships ~~broker~~and a regulatory-~~dealers~~focused mindset continue to drive innovation, allowing ~~and~~I-ON ~~other~~to ~~financial~~meet ~~intermediaries.~~institutional ~~This~~standards ~~platform~~while ~~supports~~setting ~~the~~new ~~receipt,~~benchmarks ~~management,~~in ~~and~~digital ~~reporting~~asset ofinfrastructure. ~~digital~~These ~~assets,~~advancements ~~reinforcing~~are ~~our commitment~~expected to fuel ~~innovation~~revenue ingrowth ~~the~~and ~~banking,~~position ~~financial~~I-ON ~~technology,~~as a long-term leader in the digitization and ~~mineral~~tokenization ~~asset~~of ~~industries~~real-world assets.

Results of Operations

~~Net Sales~~ Revenue

~~The~~For ~~sales for~~ the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026, ~~and~~the ~~2024~~Company ~~were~~generated ~~$356,335~~total ~~and~~revenue of $3227,~~625~~000, ~~respectively,~~compared ~~and~~to ~~the~~$0 ~~sales~~ for the ~~three~~same ~~months~~period in 2025. The ~~ended~~revenue ~~September~~recognized ~~30,~~in ~~2025~~2026 ~~and~~consisted ~~2024~~of ~~were~~revenue ~~$356,335~~under a Master Treasury Lease and ~~$0,~~Custody ~~respectively~~Agreement (“MTLCA”) with GGBR Inc. (“GGBR”). ~~During~~Under the ~~prior year~~agreement, the Company ~~subleased~~enables ~~its~~GGBR’s ~~license~~minting, toissuance, aand ~~related~~management of gold-backed digital ~~party~~tokens ~~for~~(“Goldfish ~~one~~Tokens”) ~~year~~by ~~from~~providing ~~April~~its ~~2023~~ION.au ~~through~~Gold-backed ~~March~~Digital ~~2024~~Assets ~~for~~(“ION.au”) anas ~~annual~~collateral ~~fee~~to ofback the ~~$130,500~~Goldfish Tokens. The ~~Company~~purpose ~~received~~of the ~~full~~arrangement ~~amount~~is to support the Company’s digital treasury operations and ~~recorded~~tokenization platform itand asresulted ~~deferred~~in $27,000 worth of revenue ~~which~~during ~~was~~the ~~recognized~~three ~~ratably~~months ~~into~~ended ~~revenue~~March ~~over~~31, ~~the~~2026. ~~twelve-month~~The ~~licensing~~reason ~~period~~of ~~beginning~~the insignificant ~~April~~change ~~2023,~~in ~~thus~~revenue ~~explaining~~was the ~~$32~~MTLCA commenced in July 2025,~~625~~ ofso ~~sales~~no torevenue ~~related~~was ~~parties~~recognized ~~for~~under ~~the~~this ~~nine~~arrangement ~~months~~in ~~ended~~the ~~September~~same ~~30,~~period ~~2024~~of prior year.

In July 2025, the Company entered into a Master Treasury Lease and Custody Agreement (“MTLCA”) with GGBR Inc. (“GGBR”). Under the agreement, the Company facilitates the minting, issuance, and related management of gold-backed digital assets (“GoldFin Tokens”) supported by gold leased from GGBR Inc. The purpose of the arrangement is to support the Company’s digital treasury operations and tokenization platform and resulted in $356,335 worth of revenue during the nine and three months ended September 30, 2025. The reason of the significant change in revenue was the MTLCA commenced in July 2025, so no revenue was recognized in the first two quarters (See Notes 2 and 3 above).

Cost of Sales

The cost of sales for the nine months ended September 30, 2025 and 2024 were $0 and $21,000, respectively, and the cost of sales for the three months ended September 30, 2025 and 2024 were $0 and $0, respectively. The costs recognized in the prior year for the license subleased to a related party was recognized over the same period revenue was generated, from April 2023 through March 2024. The Company incurred no costs during the current year related to the MTLCA with GGBR.

Gross Profit

The gross profit for the nine months ended September 30, 2025 and 2024 was $356,335 and $11,625, respectively, and the gross profit for the three months ended September 30, 2025 and 2024 was $356,335 and $0, respectively. This was explained in the Net Sales and Cost of Sales discussion above.

Operating Expenses

Operating expenses ~~consist~~for the three months ended March 31, 2026 were $418,139, compared to $348,409 for the same period in 2025. Operating expenses consisted primarily of professional fees and general and administrative expenses. The increase in operating expenses was primarily due to higher professional fees associated with regulatory, legal, and development activities, as well as increased general and administrative expenses to support the Company’s expanding operations.

~~Operating~~Income ~~expenses~~(Loss) ~~for~~from the nine months ended September 30, 2025 was $1,250,622, containing $437,289 of professional fees and $813,333 of general and administrative expenses. Comparing with the nine months ended September 30, 2024, the operating expenses were $771,208, containing $334,469 of professional fees and $436,739 of general and administrative expenses.Operations

~~Operating~~The ~~expenses~~Company reported a loss from operations of $391,139 for the three months ended ~~September~~March 3031, ~~2025~~2026, ~~was~~compared ~~$477,705,~~to ~~containing~~a ~~$127,348~~loss of ~~professional fees and~~ $~~350~~348,~~357~~409 offor ~~general~~the ~~and~~same ~~administrative~~period ~~expenses~~in 2025. ~~Comparing~~The ~~with~~change ~~the~~in ~~three~~operating ~~months~~results ~~ended~~was ~~September~~primarily ~~30,~~driven ~~2024,~~by the ~~operating~~recognition ~~expenses~~of ~~were~~revenue ~~$344,289,~~offset ~~containing $142,890~~by ofan ~~professional~~increase ~~fees~~in ~~and~~operating expenses ~~$201,399~~in ofthe ~~general~~current ~~and administrative expenses~~period.

The increase in operating expenses was due to overall growth efforts to expand the Company’s operations and offerings which resulted in increased professional fees, marketing expenses, travel expenses, computer and internet expenses, payroll expenses, and amortization during the three and nine months ended September 30, 2025.

Other Income (Expense)

For the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2026, the Company ~~had~~recognized ~~interest~~other ~~expenses~~income consisting of ~~$160,623~~yield ~~and~~income of $~~478~~274,~~856~~711, ~~respectively.~~a ~~There~~gain ~~were~~on exchange noof ~~such~~intangible ~~expenses~~assets ~~for~~of ~~the~~$4,064,680, ~~three~~a ~~and~~gain ~~nine~~on ~~months~~settlement ~~ended~~of ~~September~~debt 30of $440,619, ~~2025~~a gain of $14,248 asrelated to the ~~Company~~change ~~obtained~~in ~~loans~~fair value of derivative liabilities, and interest expense of $~~550~~225,~~000,~~377 ~~recorded~~(including ~~with~~amortization of debt discount atof ~~inception~~$183,257). inThe ~~November~~yield ~~2023,~~income ~~which~~ was recognized ~~amortized~~in ~~over~~connection with the ~~original~~Master ~~loan~~Participation ~~term~~Agreement with RAAC. The gain on exchange of ~~one~~intangible ~~year,~~assets ~~thus~~was recognized in connection with the exchange of the Company’s ~~did~~ION.au ~~not~~gold-backed ~~recognize~~digital assets for pmUSD and xPM digital tokens. The gain on ~~any~~extinguishment of debt was due to the settlement of promissory notes using ION.au gold-backed digital assets and the interest orexpense and ~~amortization~~gain related to the change in fair value of ~~debt~~derivative ~~discount~~liabilities ~~after~~was ~~December~~due ~~31,~~to ~~2024~~new notes entered into during the period and subsequent valuation changes. No comparable amounts were recorded in the prior year period.

~~For~~Net ~~the~~Income three and nine months ended September 30, 2024, the Company exchanged 50 units of Orebits for 2 units of Bitcoin, resulting in a gain on exchange of intangible assets of $25,682, and sold the 2 units of Bitcoin for cash of $120,425 resulting in a gain on sale of intangible assets of $3,795. No similar transactions happened during the current year.(Loss)

17The Company reported net income of $4,149,246 for the three months ended March 31, 2026, compared to a net loss of $348,409 for the same period in 2025. The net income recognized in the current period was primarily attributable to non-recurring gains and does not reflect sustained operating profitability.

Liquidity and Capital Resources

~~As of September 30, 2025 the Company had its cash of $106,735~~Cash and a working capital deficit of $3,154,322. The Company’s limited cash balance and working capital deficit raise substantial doubt about its ability to continue as a going concern without additional financing.Position

As of March 31, 2026, the Company had cash and cash equivalents of $193,012, compared to $158,193 as of December 31, 2025.

Operating Activities

Net cash used in operating activities was $~~681~~391,~~601~~217 for the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026, compared to $~~745~~287,~~920~~462 ~~used during~~for the ~~same~~prior year period. The increase in ~~2024.~~cash ~~The~~used ~~decrease~~in operating activities was primarily attributable to changes in working capital accounts, including increases in other receivables and reductions in accounts payable and accrued expenses. The Company also recognized significant non-cash items during the current period, including a ~~lower~~gain ~~net~~on ~~loss~~exchange of intangible assets of $~~894~~4,~~287~~064,680, ina ~~2025~~gain ~~compared~~on settlement toof debt of $1440,~~208~~619,~~962 in~~ ~~2024~~offset by the amortization of debt discount of $183,257, ~~partially~~and ~~offset~~amortization expense byof $36,262. In addition, changes in ~~accrued~~deferred ~~expenses,~~revenue ~~prepaid~~also ~~expenses,~~impacted ~~and~~operating ~~other~~cash ~~working~~flows ~~capital~~during ~~accounts~~the period.

Investing Activities

~~Net~~The ~~cash~~Company ~~used~~did innot have any investing activities ~~was~~during ~~$6,000 for~~ the ~~nine~~three months ended ~~September~~March 3031, ~~2025,~~2026 ~~consisting~~and ~~primarily of platform upgrades to the Company’s ION Digital Hybrid Blockchain Platform~~2025. ~~In the prior-year period, investing activities provided $94,743, mainly from proceeds related to the sale of intangible assets.~~

Financing Activities

Net cash provided by financing activities ~~totaled~~was $~~524~~426,~~241~~036 for the ~~nine~~three months ended ~~September~~March 3031, ~~2025,~~2026 compared to $~~815~~206,~~061~~ 787 in the ~~same~~prior year period. For inthe ~~2024.~~three ~~The~~months ~~decrease~~ended ~~was~~March ~~primarily~~31, ~~due~~2026, the net cash provided was attributable to ~~lower~~proceeds ~~advances~~from ~~received~~convertible notes payable of $577,300 and advances from related parties ~~during~~of ~~the~~$145,742 ~~current~~offset ~~period~~by, repayments to related parties of $297,006. ~~The~~ ~~Company~~For ~~continues~~the tothree ~~rely~~months onended ~~related~~March 31, ~~party~~2025, ~~funding~~the net cash provided was due to ~~support~~advances ~~ongoing~~from ~~operations~~related ~~and~~parties ~~development~~of ~~activities~~$206,787.

Liquidity Outlook

~~The~~Although the Company ~~expects~~reported tonet ~~require~~income ~~approximately~~for ~~$1.0 million to $1.5 million in cash over~~ the ~~next~~current 12period, ~~months~~it continues to ~~fund~~incur ~~operations~~operating losses and ~~platform~~negative ~~development.~~cash ~~Management~~flows ~~believes~~from ~~that~~operations. ~~anticipated~~The ~~revenues~~Company ~~from~~remains ~~recently~~dependent ~~executed~~on ~~term sheets, together with continued~~ related party support and ~~potential~~external ~~capital~~financing ~~raises, will provide sufficient liquidity~~ to ~~meet~~fund ~~operating~~its ~~needs during this period~~operations. ~~The~~Management ~~Company~~ intends to ~~conduct~~pursue ~~one or more private placements~~additional ~~during~~capital ~~the~~raising ~~remainder of 2025 to raise up to $100 million~~activities; however, there can be no assurance that such financing will be ~~successfully completed~~available on acceptable terms or at all.

Capital Resources

The Company does not have any material commitments for capital expenditures as of September 30, 2025. Management anticipates that future investments in technology and compliance infrastructure will be required as operations expand. The Company does not maintain any credit facilities or external lines of credit.

Known Trends and Uncertainties

The Company’s liquidity is primarily dependent on its ability to generate revenues from digital asset activities, secure related party funding, and raise additional capital. The execution of multiple term sheets in the third quarter of 2025 is expected to generate future fee-based revenues, subject to completion of related transactions. While management believes these developments represent a positive trend, the Company’s recurring losses, working capital deficit, and reliance on external financing continue to present uncertainties that may affect future liquidity and capital resources.

Critical Accounting Estimates

~~Our~~The preparation of financial statements ~~are~~in ~~affected~~conformity bywith ~~the~~U.S. ~~accounting~~GAAP ~~policies~~requires ~~used~~management ~~and~~to ~~the~~make estimates and assumptions ~~made~~that byaffect ~~management during their preparation.~~reported ~~A complete summary of these policies is included in Note 2 of the notes to our financial statements~~amounts. WeSignificant ~~have~~estimates ~~identified~~include ~~below~~ the ~~accounting policies~~valuation ~~that~~and ~~are~~impairment of ~~particular~~digital ~~importance~~assets, inrecognition ~~the~~and ~~presentation~~classification of ~~our~~digital ~~financial~~asset yield ~~position~~income, ~~results~~fair ofvalue ~~operations~~measurement ~~and~~of ~~cash~~derivative ~~flows~~liabilities, and ~~which require~~ the ~~application~~assessment of ~~significant judgment by our management. Management has carefully considered~~ the ~~recently issued accounting pronouncements that altered generally accepted accounting principles and does not believe that any other new or modified principles will have a material impact on the~~ Company’s ~~reported~~ability ~~financial~~to ~~position~~continue oras ~~operations~~a ~~in the near term~~going concern.

Disclosure Controls and Procedures

As required by Rule 15d-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), our management, including our principal executive officer and principal financial officer, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 15d-15(e) under the Exchange Act) as of ~~September~~March 3031, ~~2025~~2026, the last day of the period covered by this Quarterly Report. Based on this evaluation, our management, including our principal executive and financial officer, concluded that, as of September 30, 2025, our disclosure controls and procedures were not effective at the reasonable assurance level due to material weaknesses identified, as previously disclosed in our Form 10-K for the year ended December 31, 2024.

Based on this evaluation, our management, including our principal executive officer and principal financial officer, concluded that, as of March 31, 2026, our disclosure controls and procedures were not effective at the reasonable assurance level due to material weaknesses in internal control over financial reporting that were previously identified and disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025. Management continues to implement remediation efforts to address these material weaknesses; however, such efforts have not yet been completed.

Limitations on Effectiveness of Controls

Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures, or our system of internal control over financial reporting (as defined in Rule 15d-15(f) under the Exchange Act), will prevent or detect all errors and all fraud. A control system, no matter how well designed or operated, can provide only reasonable, but not absolute, ~~assurance~~ assurance that the objectives of the system are met. The design of our control system reflects the fact that there are resource constraints, and that the benefits of such control system must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control failures and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the intentional acts of individuals, by collusion of two or more people, or by management override of the controls. The design of any system of controls is also based in part on certain assumptions about the likelihood of future events, and there can be no assurance that the design of any particular control will always succeed in achieving its objective under all potential future conditions.

The design of our control system reflects the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control failures or instances of fraud, if any, have been detected. These limitations include the possibility of human error, faulty judgment, breakdowns in processes, circumvention of controls by collusion, and management override of controls. In addition, the design of any control system is based in part on assumptions about the likelihood of future events, and there can be no assurance that any control system will succeed in achieving its objectives under all future conditions.

Changes in Internal Control over Financial Reporting

There ~~have~~were ~~not~~no ~~been any~~ changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) ~~that occurred~~ during the three months ended ~~September~~March 3031, ~~2025~~2026 that ~~has~~have materially affected, or isare reasonably likely to materially affect, our internal control over financial reporting.

1820

PART II – OTHER INFORMATION

Item 1.

Legal Proceedings

None.

Item 1A. Risk Factors

In addition to the Risk Factors contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 and filed with the SEC on May 11, 2025, the following Risk Factors should also be considered:N/A

Technological Obsolescence and Protocol Risk

The rapid pace of innovation in blockchain and digital asset technologies means that platforms, protocols, or standards can become obsolete quickly. The Company’s products or services may be rendered less competitive or irrelevant if new, superior technologies emerge or if there are significant changes to underlying blockchain protocols (such as forks or upgrades). Failure to adapt to technological advancements could adversely affect the company’s market position and financial performance.

Counterparty and Custodial Risk

Digital asset companies often rely on third-party custodians, exchanges, or service providers. Failures, insolvencies, or breaches at these counterparties can result in loss of assets or business disruption. Additionally, the loss or compromise of private keys can result in irreversible loss of digital assets. The company may have limited recourse in the event of such losses.

Legal and Tax Uncertainty

The tax treatment of digital assets remains uncertain in many jurisdictions and is subject to change. The company may face unexpected tax liabilities, reporting obligations, or penalties due to evolving interpretations by tax authorities. Changes in tax law or policy could have a material adverse effect on the company’s business, financial condition, and results of operations.

Anti-Money Laundering (AML) and Know Your Customer (KYC) Compliance

Non-compliance with global AML/KYC standards can result in severe penalties, loss of banking relationships, or exclusion from key markets. The company is subject to complex and evolving AML/KYC regulations in multiple jurisdictions, and failure to maintain effective compliance programs could expose the company to regulatory enforcement actions and reputational harm.

Network and Consensus Attacks

Digital currencies and blockchain networks are susceptible to various attacks, such as 51% attacks, double-spending, or denial-of-service attacks, which can undermine trust in the platform and result in financial loss. Successful attacks could lead to a loss of assets, disruption of operations, and damage to the company’s reputation.

Token Volatility and Valuation Risk

The value of digital assets and tokens can be highly volatile, which may impact the company’s balance sheet, collateralization models, or the attractiveness of its products to customers and investors. Significant fluctuations in token prices could result in substantial losses or impair the company’s ability to operate effectively.

Jurisdictional and Cross-Border Risks

Operating in multiple jurisdictions exposes the company to conflicting laws, regulatory arbitrage, and the risk of being subject to enforcement actions in foreign countries, including potential extradition or asset seizure. Compliance with diverse and sometimes contradictory legal requirements increases operational complexity and risk.

Reputational Risk from Association with Illicit Activity

Even with robust compliance, digital asset companies may be inadvertently associated with illicit activities (such as ransomware or darknet markets), which can damage reputation and result in de-banking or regulatory scrutiny. Negative publicity or association with criminal activity could materially harm the company’s business and prospects.

Smart Contract and Code Vulnerabilities

Many digital asset platforms rely on smart contracts, which, if not properly audited, can contain bugs or vulnerabilities that may be exploited, leading to loss of funds or operational disruption. The company may be unable to prevent or mitigate losses resulting from such vulnerabilities.

Insurance Limitations

Insurance coverage for digital assets is limited and may not cover all types of losses, especially those resulting from cyberattacks, fraud, or regulatory actions. The Company may be unable to obtain adequate insurance at reasonable rates, or at all, which could leave it exposed to significant financial losses.

Forks and Airdrops

Blockchain forks or airdrops can create operational, legal, and tax complexities, including disputes over asset ownership, accounting treatment, and compliance with securities laws. The Company may face challenges in managing and accounting for such events, which could result in financial or legal exposure.

Item 2.

Unregistered Sales of Equity Securities

None.

Item 3.

Defaults Upon Senior Securities

None.

Item 4.

Mine Safety Disclosures

Not applicable.

Item 5.

Other Information

Rule 10b-5(1) Trading Plans. During the three months ended ~~September~~March 3031, ~~2025~~2026, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits

Exhibit Number		Exhibit Description
3.1		Certificate of Amendment to Certificate of Incorporation.
31.1		Certification of Chief Executive and Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002
32.1		Certification of Chief Executive and Financial Officer Pursuant to 18 U.S.C. 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
**		The certifications furnished herein are deemed to accompany this Form 10-Q and are not deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document

Item 6.

Exhibits

Exhibit Number		Exhibit Description

10.1		Settlement Agreements with Certain Lenders (incorporated by reference to the Company’s Current Report on Form 8-K filed February 23, 2026 with respect to Item 1.01 and Exhibit 10.1 thereto).
31.1		Certification of Chief Executive and Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002

32.1		Certification of Chief Executive and Financial Officer Pursuant to 18 U.S.C. 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**

**		The certifications furnished herein are deemed to accompany this Form 10-Q and are not deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: November 14, 2025
Date: May 20, 2026	I-ON DIGITAL CORP.
	I-ON DIGITAL CORP.
	By:	/s/ Carlos X. Montoya
		Carlos X. Montoya
		Chairman, President (Principal Executive, Financial and Accounting Officer)

2223

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