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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2025

☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from ______ to ______

Commission File No. 000-31267

HUMBL, Inc.

(Exact name of Registrant as specified in its charter)

Delaware		27-1296318
(State or other jurisdiction of		(IRS Employer
incorporation or organization)		Identification No.)

101 W. Broadway, Suite 1450, San Diego, CA 92101

(Address of principal executive offices) (Zip Code)

(786) 738-9012

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

None.

Securities registered pursuant to Section 12(g) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, par value $0.00001 per share		HMBL		OTC Pink

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 at least the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). 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,” “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 ☒

There were 46,679,093,409 shares of the Registrant’s common stock outstanding as of August 14, 2025.

HUMBL, Inc.

INDEX

		Page No.
Part I. Financial Information		1

Item 1.	Condensed Consolidated Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets (Unaudited)	2
	Condensed Consolidated Statements of Operations (Unaudited)	3
	Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) (Unaudited)	4
	Condensed Consolidated Statements of Cash Flows (Unaudited)	5
	Notes to Condensed Consolidated Financial Statements (Unaudited)	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	35

Item 4.	Controls and Procedures	35

Part II. Other Information		36

Item 1.	Legal Proceedings	36

Item 1A.	Risk Factors	36

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	36

Item 3.	Default Upon Senior Securities	36

Item 4.	Mine Safety Disclosures	36

Item 5.	Other Information	36

Item 6.	Exhibits	37

Signatures		38

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

JUNE 30, 2025

Table of Contents

Condensed Consolidated Balance Sheets	2
Condensed Consolidated Statements of Operations	3
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit)	4
Condensed Consolidated Statements of Cash Flows	5
Notes to Condensed Consolidated Financial Statements	6

HUMBL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (IN US$)

JUNE 30, 2025 (UNAUDITED) AND DECEMBER 31, 2024

	JUNE 30, 2025			DECEMBER 31, 2024
	(UNAUDITED)
ASSETS

Current Assets:
Cash	$	125,549		$	20,487
Investment - WSCG HoldCo		16,383,198			-
Current assets of discontinued operations		-			2,971,906

Total Current Assets		16,508,747			2,992,393

Non-Current Assets:
Minerals		20,000,000			20,000,000
Non-current assets of discontinued operations		-			230,510

Total Non-Current Assets		20,000,000			20,230,510

TOTAL ASSETS	$	36,508,747		$	23,222,903

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

LIABILITIES
Current Liabilities:
Accounts payable and accrued expenses	$	693,446		$	2,671,043
Accounts payable - related party		24,549			-
Accounts payable		24,549			-
Derivative liabilities		1,277,291			338,986
Liability for stock to be issued - acquisition of FinCapital		20,000,000			20,000,000
Advances on purchase of assets by WSCG		-			1,037,500
Current portion of notes payable		-			750,000
Current portion of notes payable - related parties		-			385,500
Current portion of notes payable		-			385,500
Convertible notes payable - related parties, net of discount		421,830			421,830
Current portion of convertible notes payable, net of discount		1,812,969			1,080,673
Current liabilities of discontinued operations		-			614

Total Current Liabilities		24,230,085			26,686,146

Total Liabilities		24,230,085			26,686,146

Commitments and contingency		-			-

STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred stock, 7,000,000 shares Series A Preferred stock authorized, 570,000 Series B Preferred stock authorized,20,000 Series C Preferred stock authorized and 250,000 Series D Preferred stock authorized

Series A Preferred, par value $0.00001, 7,000,000 and 7,000,000 shares issued and outstanding, respectively		70			70

Series B Preferred, par value $0.00001, 335,445 and 349,091 shares issued and outstanding, respectively		3			3

Series C Preferred, par value $0.00001, 11,425 and 12,350 shares issued and outstanding, respectively		-			-

Series D Preferred, par value $0.00001, 100,000 and 100,000 shares issued and outstanding, respectively		1			1
Preferred stock, value		1			1

Common stock, par value, $0.00001, 85,000,000,000 shares authorized, 44,017,024,443 and 32,748,842,520 issued and outstanding, respectively		440,170			327,488

Additional paid in capital		120,560,965			114,185,329
Accumulated deficit		(108,722,547	)		(117,976,134	)
Accumulated other comprehensive income (loss)		-			-

Total Stockholders’ Equity (Deficit)		12,278,662			(3,463,243	)

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	36,508,747		$	23,222,903

HUMBL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (IN US$)

FOR THE SIX AND THREE MONTHS ENDED JUNE 30, 2025 AND 2024

	JUNE 30, 2025			JUNE 30, 2024			JUNE 30, 2025			JUNE 30, 2024
	SIX MONTHS ENDED						THREE MONTHS ENDED
	JUNE 30, 2025			JUNE 30, 2024			JUNE 30, 2025			JUNE 30, 2024
CONTINUING OPERATIONS:

REVENUES	$	-		$	-		$	-		$	-

COST OF REVENUES		-			-			-			-

GROSS (LOSS) PROFIT		-			-			-			-

OPERATING EXPENSES
Development costs		-			-			-			-
Professional fees		851,402			638,586			459,541			319,398
Settlement		450,000			-			450,000			-
General and administrative expenses		1,970,468			2,340,593			981,836			1,141,750

Total Operating Expenses		3,271,870			2,979,179			1,891,377			1,461,148

OPERATING LOSS		(3,271,870	)		(2,979,179	)		(1,891,377	)		(1,461,148	)

NON-OPERATING INCOME (EXPENSE)
Interest expense		(1,289,747	)		(401,344	)		(21,925	)		(304,514	)
Gain on sale of HUMBL Financial assets		-			2,800,000			-			-
Amortization of debt discounts		(302,305	)		(159,464	)		(184,831	)		(91,712	)
Loss on investee		(616,802	)		-			(548,637	)		-
Change in fair value of derivative liability		55,418			30,204			43,845			9
Derivative expense		(638,397	)		-			(52,789	)		-
Loss on investment in WSCG HoldCo		-			-			-			-
Loss on extinguishment of debt		(31,298	)		-			(31,298	)		-
Loss on exchange of warrants to common stock		(109,329	)		-			-			-
Loss on exchange of Series C Preferred Stock to common stock		(660,500	)		-			(98,500	)		-
Loss on conversion of convertible notes payable		(753,856	)		(678,715	)		(176,541	)		(331,905	)

Total Non-Operating Income (Expenses)		(4,346,816	)		1,590,681			(1,070,676	)		(728,122	)

NET INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE DISCONTINUED OPERATIONS AND PROVISION FOR INCOME TAXES		(7,618,686	)		(1,388,498	)		(2,962,053	)		(2,189,270	)

DISCONTINUED OPERATIONS:
Gain (loss) from discontinued operations		36,344			(1,489,890	)		46,476			(457,096	)
Gain on disposal of discontinued operations		16,835,929			(26,276	)		-			(26,276	)
Total discontinued operations		16,872,273			(1,516,166	)		46,476			(483,372	)

NET INCOME (LOSS) FROM OPERATIONS BEFORE PROVISION FOR INCOME TAXES		9,253,587			(2,904,664	)		(2,915,577	)		(2,672,642	)

Provision for income taxes		-			-			-			-

NET INCOME (LOSS)	$	9,253,587		$	(2,904,664	)	$	(2,915,577	)	$	(2,672,642	)

Other comprehensive income (loss)
Foreign currency translations adjustment		-			122,144			-			146,935
Comprehensive income (loss)	$	9,253,587		$	(2,782,520	)	$	(2,915,577	)	$	(2,525,707	)

Net income (loss) per share - basic and diluted
Continuing operations	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Discontinued operations	$	0.00		$	(0.00	)	$	0.00		$	(0.00	)

Net income (loss) per share - basic	$	0.00		$	(0.00	)	$	(0.00	)	$	(0.00	)

Net income (loss) per share - diluted
Continuing operations	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Discontinued operations	$	0.00		$	(0.00	)	$	0.00		$	(0.00	)

Net income (loss) per share - diluted	$	0.00		$	(0.00	)	$	(0.00	)	$	(0.00	)

Weighted average common shares outstanding - basic		38,341,835,150			13,423,263,833			41,073,373,452			14,689,876,548

Weighted average common shares outstanding - diluted		50,841,835,150			13,423,263,833			41,073,373,452			14,689,876,548

HUMBL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) (UNAUDITED) (IN US$)

SIX MONTHS ENDED JUNE 30, 2025 AND 2024

																							Accumulated			Other
	Series A Preferred				Series B Preferred					Series C Preferred					Series D Preferred				Common Stock				Additional Paid-In			Comprehensive Income			Accumulated
	Shares		Amount		Shares			Amount		Shares			Amount		Shares		Amount		Shares		Amount		Capital			(Loss)			Deficit			Total

Balance - January 1, 2024		7,000,000	$	70		379,875		$	4		12,280		$	-		-	$	-		11,263,429,223	$	112,634	$	99,413,439		$	(122,144	)	$	(103,529,742	)	$	(4,125,739	)

Stock issued for:
Services		-		-		-			-		-			-		-		-		50,000,000		500		39,500			-			-			40,000
Conversion of convertible notes		-		-		-			-		-			-		-		-		1,174,627,010		11,746		982,955			-			-			994,701
Conversion of Series B Preferred to common shares		-		-		(8,032	)		-		-			-		-		-		80,320,000		803		(803	)		-			-			-
Shares issued in warrant exchange		-		-		-			-		-			-		-		-		589,950,000		5,900		(5,900	)		-			-			-
Stock-based compensation - warrants		-		-		-			-		-			-		-		-		-		-		956,620			-			-			956,620
Stock-based compensation - options		-		-		-			-		-			-		-		-		-		-		15,865			-			-			15,865
Amortization of contingent consideration - restricted stock units		-		-		-			-		-			-		-		-		-		-		565,815			-			-			565,815
Change in comprehensive income		-		-		-			-		-			-		-		-		-		-		-			(24,791	)		-			(24,791	)
Net loss for the period		-		-		-			-		-			-		-		-		-		-		-			-			(232,022	)		(232,022	)

Balance - March 31, 2024		7,000,000	$	70		371,843		$	4		12,280		$	-		-	$	-		13,158,326,233	$	131,583	$	101,967,491		$	(146,935	)	$	(103,761,764	)	$	(1,809,551	)

Stock issued for:
Services		-		-		-			-		70			-		-		-		40,000,000		400		97,600			-			-			98,000
Conversion of convertible notes		-		-		-			-		-			-		-		-		2,658,126,241		26,582		1,504,568			-			-			1,531,150
Conversion of Series B Preferred to common shares		-		-		(3,500	)		-		-			-		-		-		35,000,000		350		(350	)		-			-			-
Shares issued in warrant exchange		-		-		-			-		-			-		-		-		350,000,000		3,500		241,500			-			-			245,000
Stock-based compensation - warrants		-		-		-			-		-			-		-		-		-		-		956,620			-			-			956,620
Stock-based compensation - options		-		-		-			-		-			-		-		-		-		-		10,577			-			-			10,577
Warrant purchases		-		-		-			-		-			-		-		-		-		-		111,000			-			-			111,000
Change in comprehensive income		-		-		-			-		-			-		-		-		-		-		-			146,935			-			146,935
Net loss for the period		-		-		-			-		-			-		-		-		-		-		-			-			(2,672,642	)		(2,672,642	)

Balance - June 30, 2024		7,000,000	$	70		368,343		$	4		12,350		$	-		-	$	-		16,241,452,474	$	162,415	$	104,889,006		$	-		$	(106,434,406	)	$	(1,382,911	)

Balance - January 1, 2025		7,000,000	$	70		349,091		$	3		12,350		$	-		100,000	$	1		32,748,842,520	$	327,488	$	114,185,329		$	-		$	(117,976,134	)	$	(3,463,243	)

Stock issued for:
Accrued expenses		-		-		-			-		-			-		-		-		1,150,000,000		11,500		1,368,500			-			-			1,380,000
Exchange of warrants		-		-		-			-		30			-		-		-		634,431,833		6,345		102,984			-			-			109,329
Conversion of convertible notes		-		-		-			-		-			-		-		-		2,258,024,833		22,580		1,131,572			-			-			1,154,152
Conversion of Series C Preferred to common shares		-		-		-			-		(758	)		-		-		-		3,000,000,000		30,000		532,000			-			-			562,000
Debt discount on convertible notes		-		-		-			-		-			-		-		-		-		-		539,817			-			-			539,817
Stock-based compensation - warrants		-		-		-			-		-			-		-		-		-		-		956,620			-			-			956,620
Net income for the period		-		-		-			-		-			-		-		-		-		-		-			-			12,169,164			12,169,164

Balance - March 31, 2025		7,000,000	$	70		349,091		$	3		11,622		$	-		100,000	$	1		39,791,299,186	$	397,913	$	118,816,822		$	-		$	(105,806,970	)	$	13,407,839
Balance		7,000,000	$	70		349,091		$	3		11,622		$	-		100,000	$	1		39,791,299,186	$	397,913	$	118,816,822		$	-		$	(105,806,970	)	$	13,407,839

Stock issued for:
Investment in MultiCortex		-		-		-			-		-			-		-		-		666,666,666		6,666		(6,666	)		-			-			-
Conversion of convertible notes		-		-		-			-		-			-		-		-		937,598,591		9,376		271,904			-			-			281,280
Conversion of Series C Preferred to common shares		-		-		-			-		(197	)		-		-		-		985,000,000		9,850		88,650			-			-			98,500
Conversion of Series B Preferred to common shares		-		-		(13,646	)		-		-			-		-		-		136,460,000		1,365		(1,365	)		-			-			-
Settlement		-		-		-			-		-			-		-		-		1,500,000,000		15,000		435,000			-			-			450,000
Stock-based compensation - warrants		-		-		-			-		-			-		-		-		-		-		956,620			-			-			956,620
Net loss for the period		-		-		-			-		-			-		-		-		-		-		-			-			(2,915,577	)		(2,915,577	)
Net income (loss)		-		-		-			-		-			-		-		-		-		-		-			-			(2,915,577	)		(2,915,577	)

Balance - June 30, 2025		7,000,000	$	70		335,445		$	3		11,425		$	-		100,000	$	1		44,017,024,443	$	440,170	$	120,560,965		$	-		$	(108,722,547	)	$	12,278,662
Balance		7,000,000	$	70		335,445		$	3		11,425		$	-		100,000	$	1		44,017,024,443	$	440,170	$	120,560,965		$	-		$	(108,722,547	)	$	12,278,662

HUMBL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (IN US$)

SIX MONTHS ENDED JUNE 30, 2025 AND 2024

	JUNE 30, 2025			JUNE 30, 2024
CASH FLOWS FROM OPERATING ACTIVITIES FROM CONTINUING OPERATIONS
Net income (loss)	$	9,253,587		$	(2,904,664	)
Adjustments to reconcile net income (loss) to net cash used in operating activities
Shares issued in settlement		450,000			-
Loss on extinguishment of debt in note amendments		31,298			-
Loss on conversion of convertible notes payable		753,856			678,715
Loss on exchange of warrants for common stock		109,329			-
Loss on exchange of Series C Preferred Stock to common stock		660,500			-
Fee added to convertible notes		723,012			315,466
Interest expense recorded for discounts		539,817			-
Amortization of debt discounts		302,305			159,464
Loss on investee		616,802			-
Stock-based compensation		1,913,240			2,322,682
Gain on disposal of HUMBL.com		(16,835,929	)		-
Derivative expense		638,397			-
Change in fair value of derivative liability		(55,418	)		(30,204	)
Gain on sale of HUMBL Financial assets		-			(2,800,000	)
Changes in assets and liabilities, net of acquired amounts
Accounts payable - related party		24,549			-
Accounts payable and accrued expenses		(552,803	)		311,329
Total adjustments		(10,681,045	)		957,452

Net cash used in operating activities of continuing operations		(1,427,458	)		(1,947,212	)
Net cash provided by operating activities of discontinued operations		231			606,414
Net cash used in operating activities		(1,427,227	)		(1,340,798	)

CASH FLOWS FROM INVESTING ACTIVITIES
Cash received in acquisition by WSCG		2,000,000			-

Net cash provided by investing activities		2,000,000			-

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from related party notes payable		12,000			-
Payments of related party notes payable		(404,711	)		-
Repayment of convertible notes payable		-			(219,390	)
Proceeds from sales of warrants		-			111,000
Repayment of notes payable		(750,000	)		-
Proceeds from convertible notes payable		675,000			1,097,987
Net cash (used in) provided by financing activities		(467,711	)		989,597

NET INCREASE (DECREASE) IN CASH AND RESTRICTED CASH		105,062			(351,201	)

CASH - BEGINNING OF PERIOD		20,487			363,254

CASH - END OF PERIOD	$	125,549		$	12,053

CASH PAID DURING THE PERIOD FOR:
Interest expense	$	5,938		$	-

Income taxes	$	-		$	-

SUPPLEMENTAL INFORMATION - NON-CASH INVESTING AND FINANCING ACTIVITIES:

Conversion of preferred stock into common stock	$	41,215		$	1,153
Common shares issued in settlement with BRU for accrued expenses	$	1,380,000		$	-
Accrued interest converted into convertible notes payable	$	12,300		$	-
Shares of common stock issued for warrant exchanges	$	-		$	5,900
Vesting of contingent consideration	$	-		$	565,815
Conversion of convertible notes payable, derivative liability and accrued interest for common stock	$	1,785,897		$	1,558,590
Changes in SAS 121 recognition of assets and liabilities	$	-		$	21,658

HUMBL, INC .

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (IN US$)

JUNE 30, 2025

(UNAUDITED)

NOTE 1: NATURE OF OPERATIONS

HUMBL, Inc. (“Company” or “HUMBL”) was incorporated in the state of Oklahoma on November 12, 2009. The Company was redomiciled on November 30, 2020 to the state of Delaware.

On December 3, 2020, HUMBL, LLC (“HUMBL LLC”) merged into the Company in what is accounted for as a reverse merger. Under the terms of the Merger Agreement, HUMBL LLC exchanged 100% of their membership interests for 552,029 shares of newly created Series B Preferred Stock. The Series B Preferred shares were issued to the respective members of HUMBL LLC following the approval by FINRA of a one-for-four reverse stock split of the common shares and the increase in the authorized common shares to 7,450,000,000 shares, and 10,000,000 preferred shares. On July 27, 2023, the Company increased their authorized common stock to 12,500,000,000 shares. On January 26, 2024, the Company increased their authorized common stock to 22,500,000,000 shares.

The FINRA approval for both the increase in the authorized common shares and reverse stock split occurred on February 26, 2021. To assume control of the Company, the former CEO, Henry Boucher assigned his 7,000,000 shares of Series A Preferred Stock as well as 550,000,000 shares of common stock to Brian Foote, the President and CEO of HUMBL LLC for a $40,000 note payable. The Series A Preferred Stock is not convertible into common stock; however, it has voting rights of 10,000 votes per 1 share of stock. After the reverse merger was completed, HUMBL LLC ceased doing business, and all operations were conducted under Tesoro Enterprises, Inc. which later changed its name to HUMBL, Inc. (“HUMBL” or the “Company”).

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

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

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

Due to the sale of the HUMBL.com assets to WSCG, Inc. as disclosed below, which was finalized February 27, 2025, all former operations of HUMBL.com were sold. As a result, all corporate events and operation summaries prior to the sale of HUMBL.com and purchase of minerals that occurred on December 2, 2024 have been removed. Refer to the Form 10-K filed on May 9, 2025 for the details of those events and summaries.

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

The HoldCo Units represent approximately 48.6% of the outstanding equity in WSCG. Upon transfer of the HoldCo Units, the Company will own 100% of HoldCo. The Company in August 2025 upon the receipt of a fairness opinion exchanged approximately 83% of their HoldCo Units for redemption of Series C Preferred Shares and a settlement with BRU for another approximately 10% of their HoldCo Units. The Company intends to hold the remaining HoldCo Units to maintain exposure to WSCG’s performance and the Company assets purchased by WSCG. The transfer of the Company assets to WSCG took place on February 27, 2025.

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

FinCapital is now a 99% owned subsidiary of the Company. The Company agreed to issue $20,000,000 in common shares to Ybyrá for the purchase of the FinCapital equity interest. HUMBL will pay $4,000,000 of the purchase price through the issuance of 10,000,000,000 common share to Ybyrá ($0.0004 per share). The remaining $16,000,000 in common shares will be issued following a recapitalization event that provides sufficient authorized shares to make the issuance.

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

Going Concern

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. Significant factors in the management of liquidity are funds generated by operations, levels of accounts receivable and accounts payable and capital expenditures.

During the past two years, we devoted a substantial amount of capital to build out our platform and as a result our working capital deficit and accumulated deficit have increased significantly. In addition, we have incurred significant debt from both unrelated and related parties to assist in supporting our operations.

As of June 30, 2025, we had $125,549 in cash. During the last two years we built our platform and grew our operations by acquiring companies to support what we consolidated into HUMBL.com, prior to the sale to WSCG. The acquisitions of Tickeri and Monster, which have since been disposed of, increased our debt and our common shares issued as we spent very little cash in these acquisitions.

We had a working capital deficit of $7,721,338 and $23,693,753 as of June 30, 2025 and December 31, 2024, respectively. The majority of our current liabilities are in the form of our liability to issue common shares in the acquisition of FinCapital, long-term debt and notes payable, and accounts payable and accrued expenses. It is expected that a portion of these liabilities will require cash to settle them. The increase in working capital is the direct result of our investment in WSCG Holdco as well as reductions of notes payable, accrued interest and accrued expenses as well as the receipt of the remaining balance owed by WSCG received in the six months ended June 30, 2025. A significant portion of the investment in WSCG Holdco received in February 2025 was exchanged for Series C Preferred shares in July 2025. The Company’s assets as of December 2, 2024 were sold and the Company commenced a new business with the purchase of the magnesium silicate. The Company anticipates entering into profitable businesses upon the sale of the magnesium silicate. As a result of the operating losses and working capital deficit, management has determined that there is substantial doubt about the Company’s ability to continue as a going concern.

Net cash used in operating activities was $1,427,227 and $1,340,798 for the six months ended June 30, 2025 and 2024, respectively. The $86,429 increase in net cash used in operating activities was primarily a result of the change in the net loss and the non-cash charges impacting our net loss from 2024 to 2025, such as the gain on sale of HUMBL Financial assets, gain on sale of HUBML.com, losses on the conversion of convertible notes, extinguishment of debt and stock-based compensation.

We had no activities from investing activities in the six months ended June 30, 2025 and 2024 other than the balance of the proceeds received from WSCG for the sale of HUMBL.com in the amount of $2,000,000.

Cash (used in) provided by financing activities was $(467,711) and $989,597 for the six months ended June 30, 2025 and 2024, respectively. In 2024, the Company raised $1,097,987 from the proceeds from convertible notes, $111,000 from proceeds for the sale of warrants, as well as repayments of convertible notes payable of $219,390. In 2025, we raised $675,000 from proceeds of convertible notes payable and $12,000 from related party notes payable. In addition, in 2025, we repaid $404,711 in related party notes and $750,000 in related party notes payable.

The consolidated financial statements of the Company have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable period. The consolidated financial statements of the Company do not include any adjustments that may result from the outcome of the uncertainties.

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The following significant accounting policies only relate to the Company’s operations post-December 2, 2024 transactions as noted above in Note 1.

Basis of Presentation

The accompanying consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) and the rules and regulations of the United States Securities and Exchange Commission (the “Commission” or the “SEC”). It is management’s opinion that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation.

Principles of Consolidation

The consolidated financial statements include the accounts of HUMBL, Inc. and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

The Company applies the guidance of Topic 805 Business Combinations of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”).

Reclassification

The Company has reclassified certain amounts in the 2024 financial statements to comply with the 2025 presentation. These principally relate to classification of certain expenses and liabilities. The reclassifications had no impact on total net loss or net cash flows for the six months ended June 30, 2024.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. These estimates include, but are not limited to, management’s estimate of provisions required for permanent and temporary differences related to income taxes, liabilities to accrue, estimates of the fair value of investments and determination of the fair value of stock awards. Actual results could differ from those estimates.

Cash

Cash consists of cash and demand deposits with an original maturity of three months or less. The Company holds no cash equivalents as of June 30, 2025 and December 31, 2024, respectively. The Company has at times maintained cash balances in excess of the FDIC insured limit at a single bank.

Fixed Assets and Long-Lived Assets

ASC 360 requires that long-lived assets and certain identifiable intangibles held and used by an entity be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company has adopted Accounting Standard Update (“ASU”) 2017-04 Intangibles – Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment.

The Company reviews recoverability of long-lived assets on a periodic basis whenever events and changes in circumstances have occurred which may indicate a possible impairment. The assessment for potential impairment is based primarily on the Company’s ability to recover the carrying value of its long-lived assets from expected future cash flows from its operations on an undiscounted basis. If such assets are determined to be impaired, the impairment recognized is the amount by which the carrying value of the assets exceeds the fair value of the assets.

Fixed assets and intangible assets with finite useful lives are stated at cost less accumulated amortization and impairment. Intangible assets with infinite lives, such as digital currency are valued at costs and reviewed for indicators of impairment at least annually, or more depending on circumstances.

The Company assesses the impairment of identifiable intangibles whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers to be important which could trigger an impairment review include the following:

1. Significant underperformance relative to expected historical or projected future operating results;

2. Significant changes in the manner of use of the acquired assets or the strategy for the overall business; and

3. Significant negative industry or economic trends.

When the Company determines that the carrying value of intangibles may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent in the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows.

The Company’s minerals are considered long-lived assets and accounted for under these standards.

Revenue Recognition

Prior to December 2, 2024, the Company accounted for revenues based on the verticals in which they were earned: HUMBL Mobile Wallet, HUMBL Marketplace, HUMBL Blockchain Services, HUMBL Search Engine, HUMBL Tickets, as well as all merchandise sales and service revenues. As a result of the sale of the HUMBL assets, all revenues were reclassified to discontinued operations. For a summary of the prior revenue recognition policy, see the Form 10-K for the year ended December 31, 2023 filed March 28, 2024.

The Company has no revenue from continuing operations for the six months ended June 30, 2025 and 2024, respectively.

Income Taxes

Income taxes are accounted under the asset and liability method. The current charge for income tax expense is calculated in accordance with the relevant tax regulations applicable to the entities. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Differences between statutory tax rates and effective tax rates relate to permanent tax differences.

Uncertain Tax Positions

The Company follows ASC 740-10 Accounting for Uncertainty in Income Taxes. This requires recognition and measurement of uncertain income tax positions using a “more-likely-than-not” approach. Management evaluates their tax positions on an annual basis.

The Company files income tax returns in the U.S. federal tax jurisdiction and various state tax jurisdictions. The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities, generally for three years after they were filed.

Share-Based Compensation

The Company follows ASC 718 Compensation – Stock Compensation and has adopted ASU 2017-09 Compensation – Stock Compensation (Topic 718) Scope of Modification Accounting. The Company calculates compensation expense for all awards granted, but not yet vested, based on the grant-date fair values. Share-based compensation expense for all awards granted is based on the grant-date fair values. The Company policy is to recognize these compensation costs, on a pro rata basis over the requisite service period of each vesting tranche of each award for service-based grants, and as the criteria is achieved for performance-based grants, when such grants are made. For stock options and warrants, the Company uses the Black-Scholes model to estimate the value of those grants. The Company has not had any forfeitures of these grants, and these estimates of value will include a percentage of forfeitures when that percentage is able to be estimated.

The Company adopted ASU 2016-09 Improvements to Employee Share-Based Payment Accounting. Cash paid when shares are directly withheld for tax withholding purposes will be classified as a financing activity in the statement of cash flows.

Fair Value of Financial Instruments

ASC 825 Financial Instruments requires the Company to disclose estimated fair values for its financial instruments. Fair value estimates, methods, and assumptions are set forth below for the Company’s financial instruments: The carrying amount of cash, accounts receivable, prepaid and other current assets, accounts payable and accrued liabilities, and amounts payable to related parties, approximate fair value because of the short-term maturity of those instruments.

Leases

The Company follows ASC 842 Leases in accounting for leased properties, when they exceed a one-year term. When the Company enters into leases with a term in excess of one year, they will recognize a lease liability and right of use asset in accordance with the provisions of ASC 842.

Earnings (Loss) Per Share of Common Stock

Basic net income (loss) per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share (“EPS”) include additional dilution from common stock equivalents, such as convertible notes, preferred stock, stock issuable pursuant to the exercise of stock options and warrants. As of June 30, 2025, the Company has approximately 22.5 billion shares of common stock equivalents.

Common stock equivalents are not included in the computation of diluted earnings per share when the Company reports a loss because to do so would be anti-dilutive for periods presented, so only the basic weighted average number of common shares are used in the computations.

Derivative Financial Instruments

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. Management evaluates all of the Company’s financial instruments, including convertible notes and warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives.

The Company generally uses a Black-Scholes model, as applicable, to value the derivative instruments at inception and subsequent valuation dates when needed. The classification of derivative instruments, including whether such instruments should be recorded as liabilities, is remeasured at the end of each reporting period.

In 2024, the Company adopted ASU No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplified the accounting for convertible instruments by removing the separation models for (1) convertible debt with a cash conversion feature and (2) convertible instruments with a beneficial conversion feature. ASU 2020-06 also requires the application of the if-converted method for calculating diluted earnings per share and the treasury stock method will be no longer available.

Fair Value Measurements

ASC 820 Fair Value Measurements defines fair value, establishes a framework for measuring fair value in accordance with GAAP, and expands disclosure about fair value measurements. ASC 820 classifies these inputs into the following hierarchy:

Level 1 inputs: Quoted prices for identical instruments in active markets.

Level 2 inputs: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3 inputs: Instruments with primarily unobservable value drivers.

Equity Method Investments

The Company accounts for investments in entities over which it has significant influence, but not control or joint control, using the equity method of accounting under ASC 323. Significant influence is generally presumed to exist when the Company holds 20% or more of the voting power of the investee, unless it can be clearly demonstrated that such influence does not exist.

Under the equity method, the investment is initially recognized at cost, and the carrying amount is subsequently adjusted to recognize the Company’s share of the investee’s net income or loss, which is recognized in the consolidated statement of operations. The carrying amount of the investment is also adjusted for the Company’s share of other comprehensive income or loss of the investee and is reduced by any dividends received from the investee.

If the Company’s share of losses in the equity method investee exceeds the interest in the investee, the carrying amount of the investment is reduced to zero, and recognition of further losses is discontinued unless the Company has incurred obligations or made payments on behalf of the investee.

The Company assesses its equity method investments for indicators of impairment at each reporting period. If impairment indicators exist and the fair value of the investment has declined below its carrying value and is deemed to be other than temporary, an impairment loss is recognized in the consolidated statements of operations.

The Company eliminates unrealized gains and losses on transactions with equity method investees to the extent of the interest in the investee.

Segment Reporting

In 2024, the Company adopted Accounting Standards Update 2023-07 (“ASU 2023-07”). ASU 2023-07 improves segment reporting disclosures for public companies. ASU 2023-07 requires more detailed information about reportable segments and expenses including the requirement to disclose qualitative information about factors used to identify reportable segments and quantitative information about profit and loss measures and significant expense categories. The Company has effective December 2, 2024, entered into an agreement to sell their operating business to WSCG, and as a result has reflected those operating revenues and expenses within discontinued operations, and has not yet begun generating revenue from its planned principal operations and operates as a single reportable segment. The chief operating decision maker is the Company’s chief financial officer who assesses performance based on total expenses, cash flows, and progress made in the Company’s ongoing development efforts. All of the Company’s long-lived assets are located in Brazil. The Company analyzed ASU 2023-07 and determined that the required information is presented within the consolidated financial statements and footnote disclosures herein.

Recent Accounting Pronouncements

The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.

NOTE 3: DISCONTINUED OPERATIONS

IXAYA

Effective April 1, 2024, the Company and Ixaya agreed to terminate the Ixaya SPA and continue working together on certain projects in a contractor role. In this agreement, Ixaya will keep the shares previously issued to them when they were acquired and the Company would deconsolidate Ixaya as of April 1, 2024. The operations of Ixaya for the six months ended June 30, 2024 are reflected in discontinued operations.

The Company reclassified the following operations to discontinued operations for the six months ended June 30, 2024.

SCHEDULE OF DISCONTINUED OPERATIONS


Revenue	$	236,038
Operating expenses		686,356
Other non-operating expenses		131
Net loss from discontinued operations	$	(450,449	)

The Company reflected the following loss on disposal for the six months ended June 30, 2024 related to the deconsolidation of Ixaya:

SCHEDULE OF LOSS ON DISPOSAL


Cash	$	(5,101	)
Accumulated comprehensive income		(146,935	)
Bank loan		6,434
Accounts payable and accrued expenses		84,801
Due to officer		34,525

Net loss on disposal	$	(26,276	)

HUMBL.com

Effective December 2, 2024, the Company entered into an Asset Purchase Agreement with WSCG to sell their assets to WSCG as discussed in Note 1. The Company received $3,037,500 in cash and debt cancellation and an investment in HoldCo in the amount of $17,000,000 for a total purchase price of $20,000,000. The operations of HUMBL.com, which includes the operations of the HUMBL Chile division for the six and three months ended June 30, 2025 and 2024 are reflected in discontinued operations.

The Company reclassified the following operations to discontinued operations for the six months ended June 30, 2025.

SCHEDULE OF DISCONTINUED OPERATIONS


Revenue	$	-
Operating expenses		(36,344	)
Other non-operating income
Net income from discontinued operations	$	(36,344	)

The Company reclassified the following operations to discontinued operations for the three months ended June 30, 2025.


Revenue	$	-
Operating expenses		(46,476	)
Other non-operating income
Net loss from discontinued operations	$	(46,476	)

The Company reclassified the following operations to discontinued operations for the six months ended June 30, 2024.

Revenue	$	263,197
Operating expenses		1,302,638
Other non-operating income
Net loss from discontinued operations	$	(1,039,441	)

The Company reclassified the following operations to discontinued operations for the three months ended June 30, 2024.


Revenue	$	156,855
Operating expenses		613,951
Other non-operating income
Net loss from discontinued operations	$	(457,096	)

The Company reflected the following gain on disposal for the six months ended June 30, 2025 related to the sale of HUMBL.com, which includes the ownership of HoldCo (the entire gain on disposal occurred in the three months ended March 31, 2025):

SCHEDULE OF GAIN ON DISPOSAL


Cash	$	(3,628	)
Prepaid expenses and other current assets		(219	)
Inventory		(171,049	)
Investment - Avrio		(2,800,000	)
Safeguarding of digital assets (asset)		(614	)
Fixed assets		(4,686	)
Intangible assets		(221,989	)
Investment in HoldCo		17,000,000
Exchange deposit		3,037,500
Safeguarding of digital assets (liability)		614

Net gain on disposal	$	16,835,929

The following represents the assets and liabilities of discontinued operations as of December 31, 2024:

Current assets as of December 31, 2024 – Discontinued Operations:

	December 31, 2024
Safeguarding of digital assets	$	614
Inventory		171,049
Prepaid expenses		243
Investment - Avrio		2,800,000
Total current assets	$	2,971,906

Non-current assets as of December 31, 2024 – Discontinued Operations:

	December 31, 2024
Fixed assets, net	$	5,466
Intangible assets, net		225,044
Total Non-current assets	$	230,510

Current liabilities as of December 31, 2024 – Discontinued Operations:

	December 31, 2024
Safeguarding of digital assets	$	614

Total Current liabilities	$	614

NOTE 4: INVESTMENTS

FINCAPITAL

On December 2, 2024, the Company entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with Ybyrá Capital S.A. (“Ybyrá”) and Brian Foote, the former CEO and current director. Pursuant to the Stock Purchase Agreement: (a) HUMBL purchased 99% of the outstanding equity interests of FinCapital Credito Pagamentos e Servicos LTDA, a Brazilian company (“FinCapital”), from Ybyrá; and (b) Brian Foote sold his 7,000,000 shares of Series A Preferred Stock and 100,000 shares of Series D Preferred Stock of the Company (the “Control Shares”) to Ybyrá. With the purchase of the Control Shares, Ybyrá is now the controlling stockholder of the Company. FinCapital had at the time of the purchase one asset which consisted of 41,500 tons of magnesium silicate valued at $20,000,000.

The Company’s magnesium silicate is a raw material used in the creation of fertilizer and other industrial applications. The Company agreed to issue $20,000,000 in common shares to Ybyrá for the purchase of the FinCapital equity interest. HUMBL will pay $4,000,000 of the purchase price through the issuance of 10,000,000,000 common share to Ybyrá ($0.0004 per share). The remaining $16,000,000 in common shares will be issued following a recapitalization event that provides sufficient authorized shares to make the issuance. None of these have been paid as of June 30, 2025 or August 5, 2025.

AVRIO

The Company on February 23, 2024 entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Avrio Worldwide, PBC (“Avrio”). Pursuant to the Purchase Agreement, the Company sold the assets associated with its HUMBL Financial product line, including all BLOCK ETXs and BLOCK Indexes (but not including any active trading algorithms or strategies) to Avrio. In exchange for selling such assets, HUMBL received: (1) 1,920,000 shares of Avrio’s Class A Common Stock that has one vote per share (representing a 10% stake in Avrio); and (2) 2.5% of the net revenues generated by Avrio from its sales of the acquired assets. The revenue share terminates upon the earlier of five years from the date of the Purchase Agreement or Avrio completing an initial public offering. The Company will also receive a seat on Avrio’s Board of Directors as part of the transaction, the initial designee being Brian Foote, the former CEO of the Company. The Company evaluated the consideration received from Avrio in the determination of the value of the investment. It was determined that Avrio had similar transactions where they raised capital at a $28 million valuation. The 10% equity that the Company received was thus valued at $2.8 million. The Company recorded the investment in accordance with ASC 321 at its fair value of $2.8 million as a gain on the sale of the HUMBL Financial assets which had a $0 book value as all costs related to HUMBL Financial were expensed as development costs. This investment is included in the assets from discontinued operations as of December 31, 2024.

WSCG Holdco

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

The HoldCo Units represent approximately 48.6% of the outstanding equity in WSCG. Upon transfer of the HoldCo Units, the Company will own 100% of HoldCo. Through August 6, 2025, the Company accounted for the 48.6% interest in WSCG as an equity method investment. Upon the exchanges noted above, as of August 7, 2025, the Company will now treat the interest in WSCG as a cost method investment. The carrying amount of the investment as of June 30, 2025 is $16,383,198 calculated as follows:


Balance – January 1, 2025	$	-
Initial investment		17,000,000
Share of net loss		(616,802	)
Dividends received		-
Balance – June 30, 2025	$	16,383,198

In July 2025, the Company exchanged 9,470 shares of Series C Preferred Stock for approximately 83% of the units the Company holds in WSCG Holdco. The Company recorded a loss of $14,000,000 on this transaction.

Additionally, in August 2025, the Company granted BRU approximately 10% of its holdings in HoldCo as part of their settlement with them. The Company recorded a loss of $1,621,171 on this transaction.

For the period February 27, 2025 through June 30, 2025, there have been no indicators of impairment identified.

NOTE 5: MINERALS

FinCapital owns 41,500 tons of magnesium silicate, a raw material used in the creation of fertilizer and other industrial applications.

The Company’s minerals are located in Minas Gerais in Brazil. Magnesium silicate is a residue with a variable amount of silicon, formed from the melting of metals and is called slag in the steel industry. Several research studies have shown that the addition of this element in the form of fertilizer has shown considerable increases in productivity in various crops.

The Company received a valuation report which reflected market information that was analyzed along with the collection of macroeconomic, market and financial data, which were all used to determine the unit value. The model used in the valuation of Magnesium Silicate Stock was calculated using the comparative market method. This methodology defines the value by comparing it with similar market data in terms of the intrinsic characteristics of the assets. In this evaluation, similar assets were obtained from suppliers in order to detect the unit value per ton responsible for forming the fair market value of the asset.

The Company’s plan is to market this asset to entities for use in the agriculture market and potentially sell the magnesium silicate in its current form. If unable to negotiate an adequate transaction, the Company will look to alternative ways to monetize the asset.

NOTE 6: NOTE PAYABLE - BANK

On March 3, 2022 with the acquisition of Ixaya, the Company assumed a loan with Citibanamex. The loan was due in monthly payments of $7,110 MXN (approximately $350 US$) inclusive of interest and matures in July 2025. Due to the deconsolidation upon separation effective April 1, 2024, the note is part of the liabilities from discontinued operations as of December 31, 2023 as discussed in Note 3 above.

NOTE 7: NOTES PAYABLE

Refer to the Form 10-K for the year ended December 31, 2024 filed May 9, 2025 for a full description of notes that existed as of December 31, 2024 and 2023. All note balances that were either converted or repaid as of December 31, 2024 have been excluded from this disclosure.

The Company entered into a note payable with an individual on September 4, 2024 that matures March 4, 2025 in the amount of $287,500. There was a one-time interest charge included in the note in the amount of $12,500. There was an original interest discount of $25,000 recorded. This note was reclassified to advances on purchase of assets by WSCG as of December 2, 2024, and reflected in the loss on sale to WSCG on February 27, 2025.

The Company entered into a note payable with an individual on October 16, 2024 that matures October 16, 2025 in the amount of $250,000. This note was reclassified to advances on purchase of assets by WSCG as of December 2, 2024 and reflected in the loss on sale to WSCG on February 27, 2025.

On August 1, 2023, the Company entered into a Master Consulting Agreement (the “Agreement”) and Promissory Note (“Note”) with BRU, LLC (“BRU”). Under the terms of the Agreement, BRU will provide information technology support to the Company for a three-year term. The Company has agreed to pay compensation in common stock and cash. The initial stock consideration is 389,000,000 shares of common stock as compensation for past due invoices owed to BRU’s predecessor in interest with a 24-month price floor of $0.003 so that additional shares of common stock will be issued to BRU if the aggregate value of the common stock is less than $0.003 per share on the applicable measurement dates.

Additional shares of common stock will be issued to BRU based on milestones to be mutually agreed to by the Company and BRU by August 11, 2023. The Company will issue 120,000,000 shares of its common stock (the “Additional Shares”) upon completion of the milestones that shall not be more than two years after execution of the Agreement. The value of the Additional Shares shall be equal to the number of Additional Shares multiplied by $0.003 (the “Additional Share Value”). On each anniversary of the execution date (the “Anniversary Date”) until the milestones are met, but in no event more than two years from the execution date, the Additional Share Value shall equal the value of the common stock on the Anniversary Date, based on the closing price of the Company’s common stock on the Anniversary Date (the “Anniversary Value”) (as may be adjusted for any reverse split). To the extent the Anniversary Value is lower than the public market value of the Company’s common stock, the Company will issue additional shares to BRU equal to the amount necessary for the total number of common stock and Additional Shares issued under the Agreement to equal the Anniversary Share Value that in no event will be less than $0.003 per share, or, at the Company’s election, pay in cash the difference between the public market value of the Company’s common stock and the Anniversary Share Value.

The Company has agreed to make two cash payments to BRU: $100,000 within 10 days following the execution of the Agreement and $400,000 through a Note with an 18-month term that bears no interest unless there is an event of default. The $400,000 cash payments under the Note are due and payable as follows: $100,000 within 45 days after the execution date; (b) $200,000 on the date that is one year from the execution date; and (c) $100,000 on or before the maturity date. The Company will also pay BRU $41,666.67 a month for the term of the agreement (subject to annual inflation adjustments) for ongoing technology development services provided by BRU.

The Company amended this agreement on December 17, 2024, and adjusted the schedule of payments due to BRU. In accordance with the revised payment schedule, the Company paid BRU:

	(a)	$750,000 on April 1, 2025;
	(b)	First share tranche 850 million shares December 17, 2024; and
	(c)	Second tranche of 1.15 billion shares January 8, 2025.

Both share issuances have been made and the $750,000 due April 1, 2025 was repaid on April 1, 2025.

As of June 30, 2025, the Company has no amounts outstanding.

NOTE 8: NOTES PAYABLE – RELATED PARTIES

The Company entered into notes payable – related parties as follows as of June 30, 2025 and December 31, 2024. The chart below does not include notes payable that were repaid or converted during 2024, or notes payable that were reclassified to liabilities of discontinued operations or disposed of. Refer to the Form 10-K for the year ended December 31, 2024 filed May 9, 2025 for a full description of those notes:

	June 30, 2025		December 31, 2024

Note payable with a trust related to a director of the Company dated May 13, 2024 for a period of one year maturing May 13, 2025 at 6% interest. Note was repaid in April 2025.	$	-	$	20,000

Note payable with a trust related to a director of the Company dated June 27, 2024 for a period of one year maturing June 27, 2025 at 6% interest. Note was repaid in April 2025.		-		12,500

Note payable with a trust related to a director of the Company dated January 21, 2025 for a one-year period maturing January 21, 2026 at 6% interest. Note was repaid in April 2025.		-		-

Note payable with a partnership controlled by the family of one of the Company’s directors dated August 7, 2024 at 6% interest that matured February 7, 2025. Note was repaid in April 2025.		-		353,000

Total		-		385,500
Less: Current portion		-		(385,500	)
Less: Discount		-		-
Long-term debt	$	-	$	-

Interest expense for the six months ended June 30, 2025 and 2024 was $6,058 and $169, respectively.

The Company received $12,000 at 6% interest from a trust related to a director of the Company on January 21, 2025.

All of the notes listed above were repaid in April 2025.

NOTE 9: CONVERTIBLE PROMISSORY NOTES

The Company entered into convertible notes payable as follows as of June 30, 2025 and December 31, 2024. The chart below does not include convertible notes payable that were repaid or converted during 2024. Refer to the Form 10-K for the year ended December 31, 2024 filed May 9, 2024 for a full description of those notes:

	June 30, 2025			December 31, 2024

Convertible notes entered into July 26, 2023 due July 26, 2024 into common shares equal to the lowest closing trade price of the common stock in the 10 days following the issuance date. $340,000 of these notes were converted in 2024 and $35,000 was converted in 2025.	$	-		$	35,000

Convertible note up to $800,000 at 6% entered into May 10, 2023 maturing May 10, 2024. Balance automatically converts upon an uplisting to a nationally recognized exchange (NYSE/NASDAQ) at 80% of the volume weighted average price of the common stock on the Senior Exchange during the first five trading days following the uplisting. $359,743 was converted during 2024 and the remaining amounts were converted in 2025.		-			225,257

Convertible note payable entered into December 19, 2023, with a maturity date of December 19, 2024, one time interest charge assessed upon issuance; note is in default and a $242,000 default fee was added to the note in March 2025. This note was amended May 16, 2025.		484,000			242,000

Convertible note payable entered into March 13, 2024, with a maturity date of March 13, 2025, one time interest charge assessed upon issuance; note is in default and a $133,100 default fee was added to the note in March 2025. This note was amended May 16, 2025.		266,200			133,100

Convertible note payable entered into March 26, 2024, with a maturity date of March 26, 2025, one time interest charge assessed upon issuance; note is in default and a $133,100 default fee was added to the note in March 2025. This note was amended May 16, 2025.		266,200			133,100

Convertible note payable entered into April 2, 2024, with a maturity date of April 2, 2025, one time interest charge assessed upon issuance; note is in default and a $133,100 default fee was added to the note in March 2025. This note was amended May 16, 2025.		266,200			133,100

Convertible note payable entered into April 23, 2024, with a maturity date of October 22, 2025, at 10% interest per annum. This note was amended May 16, 2025 and $12,300 of interest accrued was added to the principal amount of the note.		135,300			123,000

Convertible note payable entered into April 15, 2024, with a maturity date of October 15, 2025, at 10% interest per annum, which was converted in 2025		-			122,000

Convertible note payable entered into May 22, 2024, with a maturity date of November 22, 2025, at 10% interest per annum. This note was amended May 16, 2025.		123,000			123,000

Convertible note payable entered into December 5, 2024, with a maturity date of September 15, 2025, at 12% interest per annum. This note was fully converted in June 2025.		-			93,150

Convertible note payable entered into February 4, 2025, with a maturity date of November 15, 2025, with a one-time interest charge of $13,500. Amounts due in 4 installments commencing on August 15, 2025 monthly through November 15, 2025.		103,500			-

Convertible note payable entered into June 9, 2025, with a maturity date of June 9, 2026, at 10% interest per annum.		110,000			-

Convertible note payable entered into March 14, 2025, with a maturity date of March 14, 2026, one time interest charge assessed upon issuance of $55,000. Note was for $605,000.		605,000			-
Convertible note payable		605,000			-

Total		2,359,400			1,362,707
Less: Current portion		(1,812,969	)		(1,325,673	)
Less: Discounts		(546,431	)		(37,034	)
Long-term debt	$	-		$	-

On July 26, 2023, the Company entered into Securities Purchase Agreements with three different investors (the “Purchase Agreements”). Pursuant to the Purchase Agreements, the Company issued three convertible promissory notes in the original principal amount of $125,000 and three warrants to purchase 187,500,000 shares of its common stock for a total purchase price of $375,000. The notes are due in 12 months from the issuance date, bear interest at the rate of 10% per annum and have a fixed conversion price equal to the lowest closing trade price of the common stock in the 10 days following the issuance date. The warrants are exercisable for a period of five years, have a cashless exercise provision and an exercise price of $0.002 per share. Two of the three notes were converted in May and December 2024 with the balance of the remaining note converted in 2025. As of June 30, 2025, all the notes are fully converted.

On December 19, 2023, the Company issued a Promissory Note in the amount of $220,000, due December 19, 2024. A one-time interest charge of $22,000 was added to the note, and an original issue discount of $20,000 was reflected that provided net proceeds of $200,000 to the Company. Note is in default and a $242,000 default fee was added to the note in March 2025. Note became fixed with respect to the conversion price to $0.0001177 per share in May 2025.

On March 13, 2024, the Company issued a Promissory Note in the amount of $121,000, due March 13, 2025. A one-time interest charge of $12,100 was added to the note, and an original issue discount of $11,000 was reflected that provided net proceeds of $110,000 to the Company. In connection with this note, the Company issued a Warrant to Purchase Shares of Common Stock for 50,000,000 shares. The warrant is exercisable for three years and has an exercise price of $0.001.

On March 26, 2024, the Company issued a Promissory Note in the amount of $121,000, due March 26, 2025. A one-time interest charge of $12,100 was added to the note, and an original issue discount of $11,000 was reflected that provided net proceeds of $110,000 to the Company. In connection with this note, the Company issued a Warrant to Purchase Shares of Common Stock for 50,000,000 shares. The warrant is exercisable for three years and has an exercise price of $0.001. Note is in default and a $133,100 default fee was added to the note in March 2025. Note became fixed with respect to the conversion price to $0.0001177 per share in May 2025.

On April 2, 2024, the Company issued a Promissory Note in the amount of $121,000, due April 2, 2025. A one-time interest charge of $12,100 was added to the note, and an original issue discount of $11,000 that was included in the initial principal balance. The Company received net proceeds of $110,000 in connection with the transaction. In connection with this note, the Company issued a Warrant to Purchase Shares of Common Stock for 50,000,000 shares. The warrant is exercisable for three years and has an exercise price of $0.001. Note is in default and a $133,100 default fee was added to the note in March 2025. Note became fixed with respect to the conversion price to $0.0001177 per share in May 2025.

On April 15, 2024, the Company entered into a Securities Purchase Agreement pursuant to which it sold a Convertible Promissory Note in the amount of $122,000, due October 15, 2024 and 30 shares of Series C Preferred Stock. An original issue discount of $11,000 on the note was included in the initial principal balance and interest accruing at the rate of 10% per annum. The Company received $111,000 in net proceeds in connection with this transaction. This note was converted in 2025.

On April 23, 2024, the Company entered into a Securities Purchase Agreement pursuant to which it sold a Convertible Promissory Note in the amount of $123,000, due October 22, 2025 and 40 shares of Series C Preferred Stock. An original issue discount of $11,000 on the note was included in the initial principal balance. The Company received $112,000 in net proceeds in connection with this transaction. Note became fixed with respect to the conversion price to $0.0000823 per share in May 2025.

On May 22, 2024, the Company entered into a Securities Purchase Agreement pursuant to which it sold a Convertible Promissory Note in the amount of $123,000, due November 22, 2025. An original issue discount of $10,000 on the note was included in the initial principal balance and a debt discount of the remaining $113,000 for the derivative liability component. The Company received $113,000 in net proceeds in connection with this transaction. Note became fixed with respect to the conversion price to $0.0000823 per share in May 2025. As of June 30, 2025, as a result of the note amendment and the conversion price being fixed, the balance of the derivative liability was reclassified to additional paid in capital, and there was $85,032 in amortization of discounts related to this note.

On December 5, 2024, the Company entered into a Securities Purchase Agreement pursuant to which it sold a Convertible Promissory Note in the amount of $93,150, due September 15, 2025. An original issue discount of $12,150 on the note was included in the initial principal balance. The Company received $81,000 in net proceeds in connection with this transaction.

On February 4, 2025, the Company entered into a Securities Purchase Agreement pursuant to which it sold a Convertible Promissory Note in the amount of $103,500, due November 15, 2025. An original issue discount of $15,000 on the note was included in the initial principal balance as well as a one-time interest charge of $13,500. The Company received $75,000 in net proceeds in connection with this transaction.

On March 14, 2025, the Company issued a $550,000 Convertible Promissory Note to Quail Hollow Capital, LLC. The purchase price for the Note was $500,000. An original issue discount of $50,000 on the note, and $555,000 in debt discount on the note was included in the initial principal balance as well as a one-time interest charge of $55,000. The Note is due in 12 months from the issuance date, bears an interest charge of 10% and is convertible into Company common stock at the lower of: (a) $0.0006; and (b) 70% of the lowest closing trade price of the Common Stock in the ten (10) trading days immediately preceding the applicable conversion date. The Company received $500,000 in net proceeds in connection with this transaction. As of June 30, 2025, there is $1,124,955 reflected in derivative liabilities and $172,801 in amortization of discounts related to this note.

On May 16, 2025, the Company and North Falls Investments, LLC (“NFI”), entered into a Settlement Agreement to settle a dispute. In accordance with the Settlement Agreement, the parties agreed to fix the conversion price of the two outstanding notes the Company has with NFI to $0.0001177 on the March 26, 2024 note and $0.0000823 on the April 22, 2024 note. The maturity dates were not extended.

On May 16, 2025, the Company and KWP 50, LLC (“KWP”), entered into a Settlement Agreement to settle a dispute. In accordance with the Settlement Agreement, the parties agreed to fix the conversion price of the March 13, 2024 note the Company has with KWP to $0.0001177. The maturity dates were not extended.

On May 16, 2025, the Company and Sellers Properties, LLC (“SP”), entered into a Settlement Agreement to settle a dispute. In accordance with the Settlement Agreement, the parties agreed to fix the conversion price of the two outstanding notes the Company has with SP to $0.0001177 on the December 19, 2023 and April 2, 2024 notes. The maturity dates were not extended.

On June 9, 2025, the Company issued a $110,000 Convertible Promissory Note to Pinnacle Consulting Services, Inc. The purchase price for the Note was $100,000 with an original issue discount of $10,000. The Note is due in 12 months from the issuance date, bears an interest charge of 10% and is convertible into Company common stock at 70% of the stock price at the conversion date. As of June 30, 2025, there is $152,336 reflected in derivative liabilities and $6,043 in amortization of discounts related to this note.

All of the convertible promissory notes as of June 30, 2025 are due in the next fiscal year, and therefore are current.

The Company evaluated the terms of the convertible notes and determined that there were derivative liabilities to be recorded at inception of the notes as there were sufficient shares to net share settle the notes at the discounted values.

Interest expense for the six months ended June 30, 2025 and 2024 was $18,673 and $48,665, respectively. Amortization of debt discount, and original issue discount was $302,305 and $159,464 for the six months ended June 30, 2025 and 2024, respectively. Accrued interest at June 30, 2025 and December 31, 2024 was $160,074 and $188,629, respectively. Additionally, there was $539,817 in interest expense related to previously issued warrants. A total of $32,495 of accrued interest was converted along with some of the convertible notes payable in the six months ended June 30, 2025. In the six months ended June 30, 2025, the Company recorded a loss on extinguishment of debt due to note amendments in the amount of $31,298.

The Company recognized a loss on conversion of notes of $753,856 and $678,715 for the six months ended June 30, 2025 and 2024, respectively.

NOTE 10: CONVERTIBLE PROMISSORY NOTES – RELATED PARTIES

The Company issued convertible notes payable – related parties as follows as of June 30, 2025 and December 31, 2024. The chart below does not include convertible notes payable – related parties that were repaid or converted during 2024. Refer to the Form 10-K for the year ended December 31, 2024 filed May 9, 2025 for a full description of those notes:

	June 30, 2025			December 31, 2024
Monster Creative purchase – June 30, 2021	$	421,830		$	421,830
Less: Current portion		(421,830	)		(421,830	)
Long-term debt	$	-		$	-

The convertible promissory notes – related parties are in default and reflected in current liabilities as of June 30, 2025 and December 31, 2024.

On June 30, 2021, the Company acquired Monster Creative, LLC. The Monster Purchase Price included: (a) a convertible note to Phantom Power, LLC in the amount of $6,525,000 that bears interest at 5% per annum, and was to mature December 31, 2022, convertible into the Company’s common stock; and (b) a convertible note to Kevin Childress in the amount of $975,000 that bears interest at 5% per annum, and was to mature December 31, 2022, convertible into the Company’s common stock. During the six months ended June 30, 2023, the Company converted $361,413 of the $975,000 note and sold the remaining $613,587 to a third party, who since converted the entire amount. Of the $5,525,000 note, the noteholder sold $2,925,000 to a third party who since converted the entire amount and converted $900,000 of this note. In the securities purchase agreement entered into effective June 30, 2023, $1,000,000 of the remaining balance of the note was cancelled, leaving a balance of $2,308,830. Of this amount $225,000 was sold to a third party and converted in August 2023, $702,000 was sold to a third party and converted in October 2023, $600,000 sold to a third party and converted in February 2024, and $360,000 was sold to a third party and converted in April 2024 leaving a balance outstanding of $421,830.

The Company evaluated the terms of the convertible notes and determined that there were no terms that would necessitate the recognition of any derivative liabilities.

Interest expense for the six months ended June 30, 2025 and 2024 was $10,459 and $19,279, respectively.

NOTE 11: DERIVATIVE LIABILITIES

The Company entered into several convertible notes payable, that terms include variable conversion prices. The Company evaluated these terms and determined that the conversion option on the convertible notes payable contained characteristics that required the Company to classify them as derivative liabilities. The Derivative Instruments have been accounted for utilizing ASC 815 “Derivatives and Hedging.” The Company has incurred a liability for the estimated fair value of Derivative Instruments. The estimated fair value of the Derivative Instruments has been calculated using the Black-Scholes fair value option-pricing model with key input variables provided by management, as of the date of issuance, with changes in fair value recorded as gains or losses on revaluation in other income (expense).

The Company identified embedded features in some of the agreements which were classified as liabilities. These embedded features included a variable conversion price that would convert those instruments into a variable number of common shares. The accounting treatment of derivative financial instruments requires that the Company treat the instrument as liability and record the fair value of the instrument as derivatives as of the inception date of the instrument and to adjust the fair value of the instrument as of each subsequent balance sheet date.

The Company determined the derivative liabilities to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate the fair value as of June 30, 2025. The Black-Scholes model requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate.

Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each conversion option is estimated using the Black-Scholes valuation model. The following assumptions were used on June 30, 2025:

	Six Months Ended June 30, 2025
Expected term		0.5 years
Expected volatility		361	%
Expected dividend yield		-
Risk-free interest rate		4.12	%
Market price	$	0.0002 – $0.001

Activity related to the derivative liabilities for the periods ended June 30, 2025 and December 31, 2024 is as follows:

	June 30, 2025			December 31, 2024
Beginning balances	$	338,986		$	63,316
Recognition of derivative liability on conversion options of notes		523,000			245,000
Derivative expense		638,397			79,025
Conversion of note payable		(167,674	)		(33,082	)
Change in fair value of derivative liabilities		(55,418	)		(15,273	)
Ending balances	$	1,277,291		$	338,986

NOTE 12: STOCKHOLDERS’ EQUITY (DEFICIT)

Preferred Stock

As of June 30, 2025 and December 31, 2024, the Company has 10,000,000 shares of Preferred Stock authorized, designated as follows: 7,000,000 shares of Series A Preferred Stock authorized, 570,000 shares of Series B Preferred Stock, 20,000 shares of Series C Preferred Stock, and 250,000 shares of Series D Preferred Stock authorized. All shares of preferred stock have a par value of $0.00001.

Series A Preferred Stock

Dividends. Shares of Series A Preferred Stock shall be entitled to receive, out of funds legally available for that purpose, on the same terms and conditions as that of holders of common stock, as may be declared by the Board of Directors.

Conversion. There are no conversion rights.

Redemption. Subject to certain conditions set forth in the Series A Certificate of Designation, in the event of a Change of Control (defined in the Series A Certificate of Designation as the time at which as a third party not affiliated with the Company or any holders of the Series A Preferred Stock shall have acquired, in one or a series of related transactions, equity securities of the Company representing more than fifty percent 50% of the outstanding voting securities of the Company), the Company, at its option, will have the right to redeem all or a portion of the outstanding Series A Preferred Stock in cash at a price per share of Series A Preferred Stock equal to 100% of the liquidation value.

Voting Rights. Holders of Series A Preferred Stock are entitled to vote on all matters, together with the holders of common stock, and have the equivalent of one thousand (1,000) votes for every share of Series A Preferred Stock held.

Liquidation. Upon any liquidation, dissolution, or winding-up of the Company, whether voluntary or involuntary, the holders of Series A Preferred Stock shall be entitled to receive out of the assets, whether capital or surplus, of the Company an amount equal to the liquidation value of the Series A Preferred Stock before any distribution or payment shall be made to the holders of any junior securities, and if the assets of the Company is insufficient to pay in full such amounts, then the entire assets to be distributed to the holders of the Series A Preferred Stock shall be ratably distributed among the holders in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full.

The 7,000,000 shares were issued to a former officer of the Company and assigned to the new CEO at the time of the reverse merger of HUMBL.

Series B Preferred Stock

Prior to the amendment of the Certificate of Incorporation on October 29, 2021, the criteria established for the Series B Preferred Stock was as follows:

Dividends. Shares of Series B Preferred Stock shall be entitled to receive, out of funds legally available for that purpose, on the same terms and conditions as that of holders of common stock, as may be declared by the Board of Directors.

Conversion. Each share of Series B Preferred Stock shall be convertible at the option of the holder thereof at any time after December 3, 2021 at the office of the Company or any transfer agent for such stock, into ten thousand (10,000) fully paid and nonassessable shares of common stock subject to adjustment for any stock split or distribution of securities or subdivision of the outstanding shares of common stock.

Redemption. Subject to certain conditions set forth in the Series B Certificate of Designation, in the event of a Change of Control (defined in the Series B Certificate of Designation as the time at which as a third party not affiliated with the Company or any holders of the Series B Preferred Stock shall have acquired, in one or a series of related transactions, equity securities of the Company representing more than fifty percent 50% of the outstanding voting securities of the Company), the Company, at its option, will have the right to redeem all or a portion of the outstanding Series B Preferred Stock in cash at a price per share of Series B Preferred Stock equal to 100% of the liquidation value.

Voting Rights. Holders of Series B Preferred Stock are entitled to vote on all matters, together with the holders of common stock, and have the equivalent of ten thousand (10,000) votes for every share of Series B Preferred Stock held.

Liquidation. Upon any liquidation, dissolution, or winding-up of the Company, whether voluntary or involuntary, the holders of Series B Preferred Stock shall be entitled to receive out of the assets, whether capital or surplus, of the Company an amount equal to the liquidation value of the Series B Preferred Stock before any distribution or payment shall be made to the holders of any junior securities, and if the assets of the Company is insufficient to pay in full such amounts, then the entire assets to be distributed to the holders of the Series B Preferred Stock shall be ratably distributed among the holders in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full.

During the three months ended March 31, 2025 and 2024, there were 0 and 8,032 shares of Series B Preferred Stock converted into 0 and 80,320,000 shares of common stock, respectively.

During the three months ended June 30, 2025 and 2024, there were 13,646 and 3,500 shares of Series B Preferred Stock converted into 136,460,000 and 35,000,000 shares of common stock, respectively.

As of June 30, 2025, the Company has 335,445 shares of Series B Preferred Stock issued and outstanding.

Series C Preferred Stock

On October 24, 2023, the Company filed a Certificate of Designation with the State of Delaware to designate 20,000 shares to be authorized for Series C Preferred Stock.

The criteria established for the Series C Preferred Stock was as follows:

Dividends. Shares of Series C Preferred Stock shall not be entitled to receive any dividend.

Conversion. (a) Automatic Conversion – upon such time the Company shall become listed on a national securities exchange, the Series C Preferred stock shall automatically convert into shares of the Company’s common stock at a conversion price equal to a 25% discount to the public offering price, if the uplist occurs in connection with an underwriters effective registration statement registering the offer and sale of the Company’s common stock, or, in the event that the uplist occurs without a public offering, then the conversion rate shall be a 25% discount to the opening trading price on such national securities exchange. In connection with a public offering, each holder hereby consents to a cutback and/or lockup not to exceed 180 calendar days of its as-converted common stock if such cutback and/or lockup is required by the underwriter of the public offering; and (b) Voluntary Conversion – after the two year anniversary of the issuance of any share of Series C Preferred Stock, and provided that an uplist has not been consummated, the holder may convert their shares of Series C Preferred Stock, at their sole and absolute discretion into shares of common stock at the then fair market value of the common stock.

Redemption. The Series C Preferred Stock shall not be subject to mandatory redemption.

Voting Rights. Holders of Series C Preferred Stock shall have no voting rights.

Liquidation. In the event of any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary (“Liquidation Event”), before any distribution or payment shall be made to the holders of the Series C Preferred Stock, and after the distribution or payment to the Series A Preferred Stock and Series B Preferred Stock, in accordance with their respective terms, the holders of the Series C Preferred Stock shall be entitled to receive an amount per share equal to the sum of the initial issuance price applicable to such Series C Preferred Stock for each outstanding share of Series C Preferred Stock plus any declared but unpaid dividends on such share. The initial issuance price shall mean $1,000 per share (as adjusted for stock splits, stock dividends, recapitalizations, and similar transactions). If upon, any Liquidation Event, the assets of the Company shall be insufficient to make payment in full to the holders of the Series C Preferred Stock of the applicable Liquidation Preference, then such assets shall be distributed among the holders of the Series C Preferred Stock at the time outstanding, ratably in proportion to the full preferential amounts to which they would otherwise be entitled.

In the period October 24, 2023 through December 31, 2023, the Company issued 12,280 shares of Series C Preferred Stock for cash, exchange of debt and exchange of warrants.

During the three months ended June 30, 2024, the Company issued 70 shares of Series C Preferred Stock in connection with financing activities.

During the three months ended March 31, 2025, there were 758 shares of Series C Preferred Stock exchanged into 3,000,000,000 shares of common stock. The Company lost $562,000 in the exchange. In addition, 30 shares of Series C Preferred Stock was issued in an exchange of warrants for common stock.

During the three months ended June 30, 2025, there were 197 shares of Series C Preferred Stock exchanged into 985,000,000 shares of common stock. The Company lost $98,500 in the exchange.

In addition, in July 2025, 9,470 shares of Series C Preferred Stock were issued in an exchange of units held in WSCG HoldCo, which resulted in a $14,000,000 loss on that investment.

As of June 30, 2025, there are 11,425 shares of Series C Preferred Stock issued and outstanding.

Series D Preferred Stock

Common Stock

The Company has 85,000,000,000 shares of common stock, par value $0.00001, authorized as of May 21, 2025, increased from 50,000,000,000. The Company has 44,017,024,443 and 32,748,842,520 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively. On May 26, 2023 the Board of Directors agreed to increase the number of common shares authorized from 7,450,000,000 shares to 12,500,000,000 shares. The stockholders approved this action on May 29, 2023. This action became effective on July 27, 2023. On January 26, 2024, the Board of Directors agreed to increase the authorized common shares to 22,500,000 shares. On October 1, 2024, the Company increased its authorized common shares to 50,000,000,000 shares pursuant to the Definitive 14C filed in September 2024. On May 21, 2025, the Company increased its authorized common shares to 85,000,000,000 pursuant to the Definitive 14C filed April 30, 2025.

In the three months ended March 31, 2024, the Company: (a) issued 50,000,000 shares for services rendered valued at $40,000; (b) 1,174,627,010 shares for conversion of notes payable and accrued interest valued at $994,701 that includes a loss on conversion of these shares in the amount of $331,905; (c) 589,950,000 shares of common stock in a cashless exchange of warrants; and (d) issued 80,320,000 shares of common stock in conversion of 8,032 Series B Preferred shares.

In the three months ended June 30, 2024, the Company: (a) issued 40,000,000 shares for services rendered valued at $28,000; (b) 2,658,126,241 shares for conversion of notes payable and accrued interest valued at $1,531,152 that includes a loss on conversion of these shares in the amount of $931,608; (c) 350,000,000 shares of common stock in a cashless exchange of warrants; and (d) issued 35,000,000 shares of common stock in conversion of 3,500 Series B Preferred shares.

In the three months ended September 30, 2024, the Company: (a) issued 55,000,000 shares for services rendered valued at $20,500; (b) 1,907,115,384 shares for conversion of notes payable and accrued interest valued at $527,924 that includes a loss on conversion of these shares in the amount of $263,948; (c) issued 14,150,000 shares of common stock in conversion of 1,415 Series B Preferred shares; and (d) 700,000,000 shares in a settlement with a former consultant valued at $210,000.

In the three months ended December 31, 2024, the Company: (a) issued 70,000,000 shares for services rendered valued at $14,000; (b) 10,825,853,467 shares for conversion of notes payable and accrued interest valued at $5,458,193 that includes a loss on conversion of these shares in the amount of $3,398,459; (c) issued 178,370,000 shares of common stock in conversion of 17,837 Series B Preferred shares; and (d) 2,756,901,195 shares in a settlement with a former consultant valued at $636,380.

In the three months ended March 31, 2025, the Company: issued (a) 1,150,000,000 shares for an accrued expense valued at $1,380,000; (b) 634,431,833 shares in exchange for warrants valued at $109,329, which represents a loss on the exchange. The Company received $111,000 for the warrants in April 2024; (c) 2,258,024,833 shares for conversion of notes payable and accrued interest valued at $1,154,152 that includes a loss on conversion of these shares in the amount of $577,315; and (d) issued 3,000,000,000 shares of common stock in exchange of 758 Series C Preferred shares, and the Company lost $562,000 in the exchange.

In the three months ended June 30, 2025, the Company: issued (a) 937,598,591 shares for conversion of notes payable and accrued interest valued at $281,280 that includes a loss on conversion of these shares in the amount of $176,541; (b) 985,000,000 shares of common stock in exchange of 197 Series C Preferred shares, and the Company lost $98,500 in the exchange; (c) 136,460,000 shares of common stock in conversion of Series B Preferred shares for 13,646 shares of Series B Preferred shares; (d) 1,500,000,000 shares of common stock in a settlement valued at $450,000; and (e) 666,666,666 shares of common stock originally valued at $200,000 to two of the principals of Multicortex as required under the Joint Venture Agreement, however, this agreement was terminated July 21, 2025 and thus has no economic value. The shares are in process to be cancelled.

Stock Incentive Plan

On July 21, 2021, the Company established the HUMBL, Inc. 2021 Stock Incentive Plan (the “Plan”) for a total issuance not to exceed 20,000,000 shares of common stock. The purpose of the Plan is to promote the long-term growth and profitability of the Company by (i) providing key people with incentives to improve stockholder value and to contribute to the growth and financial success of the Company, and (ii) enabling the Company to attract, retain and reward the best-available persons.

The Plan permits the granting of Stock Options (including incentive stock options qualifying under Code Section 422 and nonqualified stock options), Stock Appreciation Rights, restricted or unrestricted Stock Awards, Restricted Stock Units, Performance Awards, other stock-based awards, or any combination of the foregoing.

Warrants

Warrants issued in 2025 and 2024 consisted of the following:

On January 31, 2024, the Company issued 100,000,000 warrants with a strike price of $0.001 that expire January 31, 2027 in the issuance of a note payable.

On February 12, 2024, the Company issued 25,000,000 warrants with a strike price of $0.001 that expire February 12, 2027 in the issuance of a note payable.

On March 12, 2024, the Company issued 50,000,000 warrants with a strike price of $0.001 that expire March 12, 2027 in the issuance of a note payable.

On March 26, 2024, the Company issued 50,000,000 warrants with a strike price of $0.001 that expire March 26, 2027 in the issuance of a note payable.

On April 8, 2024, the Company issued 75,000,000 warrants with a strike price of $0.0008 that expire April 8, 2027 for $111,000. These were exchanged for 634,431,833 shares of common stock in March 2025, representing a $109,329 loss on exchange. In addition, 30 shares of Series C Preferred Stock were issued in this exchange.

On April 16, 2024, the Company issued 50,000,000 warrants with a strike price of $0.001 that expire April 16, 2027 in the issuance of a note payable.

On May 22, 2024, the Company issued 500,000,000 warrants with a strike price of $0.0006 that expire May 22, 2029 in the issuance of a note payable.

On May 24, 2024, the Company issued 45,000,000 warrants with a strike price of $0.00075 that expire May 24, 2029 in the restructuring of a note payable.

The following represents a summary of the warrants:

SCHEDULE OF WARRANTS ACTIVITIES

	Six Months Ended June 30, 2025					Six Months Ended June 30, 2024
	Number			Weighted Average Exercise Price		Number			Weighted Average Exercise Price
Beginning balance		1,733,509,804		$	0.0206		1,101,509,804		$	0.03257
Granted		-			-		895,000,000			0.00075
Exercised		-			-		-			-
Forfeited/Exchanged		(75,000,000	)		-		(263,000,000	)		-
Expired		-			-		-			-
Ending balance		1,658,509,804		$	0.02151		1,733,509,804		$	0.0206
Intrinsic value of warrants	$	-				$	-
Weighted Average Remaining Contractual Life (Years)		2.74					3.69

As of June 30, 2025, 1,658,509,804 warrants are vested.

For the six months ended June 30, 2025 and 2024, the Company incurred stock-based compensation expense of $1,913,240 and $1,913,239, respectively for the warrants in accordance with ASC 718-10-50-1 and ASC 718-10-50-2. The fair value of the grants was calculated based on the black-scholes calculation using the assumptions reflected in the chart below for both the service-based grants and the performance-based grants.

As of June 30, 2025, there remains unrecognized stock-based compensation expense related to these warrants of $3,402,377 comprising of service-based grants through June 30, 2026.

The Company recorded $539,817 in interest expense related to previously issued warrants.

Options

As of June 30, 2025, 5,000,000 of the May 26, 2022 options as well as 630,000 options issued in 2021 have been forfeited. As of June 30, 2025, 3,660,000 options are exercisable.

SUMMARY OF STOCK OPTION

	Six Months Ended June 30, 2025				Six Months Ended June 30, 2024
	Number		Weighted Average Exercise Price		Number		Weighted Average Exercise Price
Beginning balance		3,660,000	$	0.0983		3,660,000	$	0.0983
Granted		-		-		-		-
Exercised		-		-		-		-
Forfeited		-		-		-		-
Expired		-		-		-		-
Ending balance		3,660,000	$	0.0983		3,660,000	$	0.0983
Intrinsic value of options	$	-			$	-
Weighted Average Remaining Contractual Life (Years)		6.91				7.91

For the six months ended June 30, 2025 and 2024, the Company incurred stock-based compensation expense of $0 and $26,441, respectively for the options in accordance with ASC 718-10-50-1 and ASC 718-10-50-2. The fair value of the grants was calculated based on the Black-Scholes calculation using the assumptions reflected in the chart below for the service-based grants.

Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each option/warrant is estimated using the Black-Scholes valuation model. The following assumptions were used for the periods as follows:

	Six Months Ended June 30, 2025			Six Months Ended June 30, 2024
Expected term		0-			0-
Expected volatility		-	%		-	%
Expected dividend yield		-			-
Risk-free interest rate		-	%		-	%

Restricted Stock Units (RSUs)

On February 12, 2022, the Company granted 26,800,000 RSUs in the acquisition of the asserts of BizSecure that was recorded as contingent consideration. These RSUs commenced vesting on April 1, 2022.

SCHEDULE OF RESTRICTED STOCK

	Six Months Ended June 30, 2025				Six Months Ended June 30, 2024
	Number		Weighted Average Exercise Price		Number			Weighted Average Exercise Price
Beginning balance		-	$	-		3,350,000		$	0.1689
Granted		-		-		-			-
Exercised		-		-		-			-
Forfeited		-		-		-			-
Vested		-		-		(3,350,000	)		-
Ending balance		-	$	-		-		$	-

On December 30, 2022, the Company and BizSecure negotiated a settlement of all claims resulting from the Company’s inability to timely register the 13,200,000 shares of common stock issued February 12, 2022 and 10,050,000 RSUs that vested during 2022. As a result, the 13,200,000 shares of common stock and the 10,050,000 RSUs were rescinded effective December 30, 2022. The remaining 16,750,000 RSUs will continue to vest in accordance with the original terms and the Company will continue the process to get those RSUs registered for resale and re-negotiate the terms of the common shares to be issued to BizSecure. For the year ended December 31, 2023, 13,400,000 RSUs vested. In 2023 6,700,000 of these shares were issued for the vested RSUs. For the six months ended June 30, 2024 3,350,000 RSUs vested, and no shares were issued for vested RSUs.

For the six months ended June 30, 2024, the Company amortized $565,815 of the contingent consideration to additional paid in capital, respectively for the RSUs.

NOTE 13: RELATED-PARTY TRANSACTIONS

As of June 30, 2025, the Company has outstanding $24,549 to WSCG which represents advances made above the expenses related to credit card charges made for that company.

NOTE 14: LEGAL PROCEEDINGS

On May 19, 2022, we were named as a defendant in a putative shareholder derivative class action lawsuit filed in the United States District Court for the Southern District of California styled Matt Pasquinelli and Bryan Paysen v. HUMBL, LLC, Brian Foote, Jeffrey Hinshaw and George Sharp, Case No. 22CV0723 AJB BLM. The complaint alleges federal securities law violations by the Company, including false or misleading statements regarding our business and operations, that the HUMBL Pay App did not have the functionality that it promised to investors and that several international business partnerships had a low chance of contributing material revenues to our bottom line, and sales of unregistered securities through our BLOCK Exchange Traded Index products, which plaintiffs allege caused a decline in the market value of our shares of common stock. Plaintiffs seek unspecified monetary damages. On July 7, 2023, the United States District Court for the Southern District of California granted our Motion to Transfer Venue and transferred the case to the District Court of Delaware. On October 30, 2023, we filed a Motion to Dismiss the lawsuit with the District Court of Delaware which the parties have fully briefed. On March 27, 2025, the court granted our motion and dismissed the case without prejudice. On April 10, 2025, the plaintiffs filed an amended complaint. On May 15, 2025, we filed a Motion to Dismiss the amended complaint with the District Court of Delaware. The Motion to Dismiss has been fully briefed by parties, and we are currently awaiting the court’s decision on the Motion. We intend to vigorously defend the actions of the defendants and contest what we believe are baseless claims.

On July 14, 2022, we were named as a defendant in a shareholder derivative class action lawsuit filed in the Delaware Chancery Court styled Mike Armstrong, derivatively on behalf of HUMBL, Inc. v. Brian Foote, Jeffrey Hinshaw, George Sharp, Michele Rivera, and William B. Hoagland (Case No. 2022-0620). This case alleges the same claims as the Pasquinelli litigation described above and also seeks unspecified monetary damages. This case is stayed during the pendency of the shareholder lawsuit described above.

NOTE 15: COMMITMENTS

BRU, LLC

The Company agreed to make two cash payments to BRU: $100,000 within 10 days following the execution of the Agreement and $400,000 through a Note with an 18-month term that bears no interest unless there is an event of default. The $400,000 cash payments under the Note are due and payable as follows: $100,000 within 45 days after the execution date; (b) $200,000 on the date that is one year from the execution date; and (c) $100,000 on or before the maturity date. The Company agreed to pay BRU $41,666.67 a month for the term of the agreement (subject to annual inflation adjustments) for ongoing technology development services provided by BRU.

The Company amended this agreement on December 17, 2024, and adjusted the schedule of payments due to BRU. In accordance with the revised payment schedule, the Company paid BRU:

	(a)	$750,000 on April 1, 2025;
	(b)	First share tranche 850 million shares December 17, 2024; and
	(c)	Second tranche of 1.15 billion shares January 8, 2025.

Both share issuances have been made and the $750,000 due April 1, 2025 was repaid on April 1, 2025.

Multicortex Joint Venture

On April 3, 2025, HUMBL entered into a Joint Venture Agreement with Multicortex, LLC. Multicortex is a company focusing on artificial intelligence and high-performance computing. Pursuant to the agreement, HUMBL acquired a 51% interest in Multicortex. In exchange, HUMBL will contribute 15% of any funds it raises in any Regulation A+ offering (up to $3,000,000) to fund development of Multicortex’s suite of products. The Company issued 666,666,666 shares of common stock originally valued at $200,000 to two of the principals of Multicortex as required under the Joint Venture Agreement, however, this agreement was terminated July 21, 2025 and thus has no economic value. The shares are in process to be cancelled. For the period April 3, 2025 through termination, there was no activity in this joint venture.

NOTE 16: SUBSEQUENT EVENTS

In July 2025, the Company issued 800,000,000 shares of common stock in conversion of $100,000 in convertible notes payable – related parties. The Company recorded a loss of $140,000 on this conversion.

Additionally, in August 2025, the Company granted BRU approximately 10% of its holdings in HoldCo as part of their settlement with them. The Company recorded a loss of $1,621,171 on this transaction.

The Company cancelled the joint venture agreement on July 21, 2025 with Multicortex.

The Company issued 1,862,068,966 shares of stock in conversion of $103,500 in convertible notes payable.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the consolidated financial statements and the related notes contained herein. In addition to historical information, the following discussion contains forward looking statements based upon current expectations that are subject to risks and uncertainties. Actual results may differ substantially from those referred to herein due to a number of factors, including, but not limited to, risks described in the section entitled “Risk Factors”.

General

Our executive offices are located at 101 W. Broadway, Suite 1450, San Diego, California 92101, telephone (786) 738-9012. Our corporate website address is www.humbl.com.

Overview

On December 2, 2024, HUMBL, Inc. (the “Company” or “HUMBL”) entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with WSCG, Inc. (“WSCG”), and WSCG Humbl SPV, a series of SPV Management, LLC (“HoldCo”). Pursuant to Asset Purchase Agreement, the Company sold all of its assets to WSCG. In consideration for the purchase of the Company’s assets, WSCG agreed to: (a) pay the Company $3,025,000; (b) issue 2,455,556 shares of WSCG Class B Common Stock to HoldCo; and (c) grant 24,555,556 membership units of HoldCo to the Company (the “HoldCo Units”). Of the $3,037,500 payable in cash to the Company, $500,000 was paid in cash by WSCG to the Company prior to the closing date, and $537,500 of indebtedness previously funded to the Company by affiliates of WSCG was cancelled. The remaining $2,000,000 of the cash purchase price was paid by WSCG on April 1, 2025. The value of the HoldCo Units held by the Company at the time of the acquisition by WSCG is $17,000,000 based on the percentage that HoldCo owns in WSCG based on the last valuation of WSCG. The Company agreed that WSCG would not contribute any real estate assets and WSCG would be solely a technology company in exchange for a larger percentage of WSCG owned by the Company through HoldCo.

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

Following the purchase of FinCapital and the change of control associated with such acquisition, the Company’s business model has changed. For the 2025 fiscal year, HUMBL will no longer be pursuing Web 3 and related technologies. Instead, the Company will adopt a holding a company model. HUMBL will be the parent holding company and will own and operate various subsidiaries, with a particular focus in Brazil and Latin America. FinCapital will be first business operated by HUMBL under the new holding company structure.

FinCapital owns 41,500 tons of magnesium silicate. Magnesium silicate is a raw material that can be used in fertilizer and other industrial applications. FinCapital is currently looking to sell the magnesium silicate and acquire other raw materials or other mining interests.

HUMBL’s controlling shareholder, Ybyrá, is a Brazilian holding company with interests in mining, real estate, oil and gas, and related fields. Our CEO, Thiago Moura, is an experienced entrepreneur with deep connections in Brazil and throughout Latin America. Our plan is to find and acquire undervalued assets and business in North and South America, with a particular focus in Brazil, and then operate those businesses as subsidiaries under our corporate umbrella.

Results of Continuing Operations for the Six Months Ended June 30, 2025 and 2024

The following table sets forth the summary operations for the six months ended June 30, 2025 and 2024:

	For the Six Months Ended
	June 30, 2025			June 30, 2024

Revenues	$	-		$	-
Cost of Revenues	$	-		$	-
Gross Profit	$	-		$	-
Professional Fees	$	851,402		$	638,586
Settlement	$	450,000		$	-
General and Administrative Expenses	$	1,970,468		$	2,340,593
Interest Expense	$	(1,289,747	)	$	(401,344	)
Gain on sale of HUMBL financial assets	$	-		$	2,800,000
Amortization of Debt Discounts	$	(302,305	)	$	(159,464	)
Loss on investee	$	(616,802	)	$	-
Change in fair value of derivative liabilities	$	55,418		$	30,204
Derivative expense	$	(638,397	)	$	-
Loss on extinguishment of debt	$	(31,298	)	$	-
Loss on exchange of warrants to common stock	$	(109,329	)	$	-
Loss on exchange of Series C Preferred Stock to common stock	$	(660,500	)	$	-
Loss on conversion of convertible notes payable	$	(753,856	)	$	(678,715	)
Provision for Income Taxes	$	-		$	-
Net Loss from Continuing Operations	$	(7,618,686	)	$	(1,388,498	)

Revenues and Cost of Revenues and Gross Profit

Revenues, cost of revenues and gross profit for the six months ended June 30, 2025 and 2024 are related to our operations that are reflected in discontinued operations. The Company has recently acquired FinCapital which consisted of one singular asset which were minerals located in Brazil. The minerals are magnesium silicate.

Operating Expenses (including Settlement)

Operating expenses for the six months ended June 30, 2024 were $2,979,179 as compared to $3,271,870 for the six months ended June 30, 2025, an increase of $292,691. Operating expenses consist of professional fees, settlement expenses and general and administrative expenses as fully described below. We expect our professional fees to continue to decrease in our next 12 months as we look to scale back on outside contract labor due to the change in our business operations as the variance related mostly to the settlement made in the amount of $450,000.

Professional Fees

Professional fees which consist of contracted individuals and companies, legal, audit and accounting costs for the six months ended June 30, 2024 were $638,586 compared to $851,402 for the six months ended June 30, 2025. The increase in professional fees related to the professional fees incurred in regulatory filings including OTC compliance and reporting. We expect that these costs will increase during the remainder of 2025 as we transition out of the HUMBL.com business.

General and Administrative

General and administrative expenses for the six months ended June 30, 2024 were $2,340,593 compared with $1,970,468 for the six months ended June 30, 2025. The decrease in general and administrative expenses was $370,125. Much of the decrease in general and administrative expenses relates to decreases in payroll and payroll-related expenses due to less personnel employed.

Other Income (Expense)

In the six months ended June 30, 2024 we incurred $1,590,681 in net other income, compared to $4,346,816 in other expenses in the six months ended June 30, 2025, an increase of $5,937,497 in other expenses. The other expenses relate to amortization of discounts, interest expense and losses on the conversion of convertible notes and exchanges in warrants and Series C Preferred Stock and a loss on investee. In 2024, we incurred other income from the gain on the sale of HUMBL financial assets in the amount of $2,800,000.

Net Loss from Continuing Operations

Net loss from continuing operations for the six months ended June 30, 2024 was ($1,388,498) as compared to a net loss of ($7,618,686) for the six months ended June 30, 2025. The $6,230,188 increase in the net loss was due to the changes noted herein.

Results of Continuing Operations for the Three Months Ended June 30, 2025 and 2024

The following table sets forth the summary operations for the three months ended June 30, 2025 and 2024:

	For the Three Months Ended
	June 30, 2025			June 30, 2024

Revenues	$	-		$	-
Cost of Revenues	$	-		$	-
Gross Profit	$	-		$	-
Professional Fees	$	459,541		$	319,398
Settlement	$	450,000		$	-
General and Administrative Expenses	$	981,836		$	1,141,750
Interest Expense	$	(21,925	)	$	(304,514	)
Amortization of Debt Discounts	$	(184,831	)	$	(91,712	)
Loss on investee	$	(548,637	)	$	-
Change in fair value of derivative liabilities	$	43,845		$	9
Derivative expense	$	(52,789	)	$	-
Loss on extinguishment of debt	$	(31,298	)	$	-
Loss on exchange of Series C Preferred Stock to common stock	$	(98,500	)	$	-
Loss on conversion of convertible notes payable	$	(176,541	)	$	(331,905	)
Provision for Income Taxes	$	-		$	-
Net Loss from Continuing Operations	$	(2,962,053	)	$	(2,189,270	)

Revenues and Cost of Revenues and Gross Profit

Revenues, cost of revenues and gross profit for the three months ended June 30, 2025 and 2024 are related to our operations that are reflected in discontinued operations. The Company has recently acquired FinCapital which consisted of one singular asset which were minerals located in Brazil. The minerals are magnesium silicate.

Operating Expenses (including Settlement)

Operating expenses for the three months ended June 30, 2024 were $1,461,148 as compared to $1,891,377 for the three months ended June 30, 2025, an increase of $430,229. Operating expenses consist of professional fees, settlement expenses and general and administrative expenses as fully described below. We expect our professional fees to continue to decrease in our next 12 months as we look to scale back on outside contract labor due to the change in our business operations as the variance related mostly to the settlement made in the amount of $450,000.

Professional Fees

Professional fees which consist of contracted individuals and companies, legal, audit and accounting costs for the three months ended June 30, 2024 were $319,398 compared to $459,541 for the three months ended June 30, 2025. The increase in professional fees related to the professional fees incurred in regulatory filings including OTC compliance and reporting. We expect that these costs will decrease during the remainder of 2025 as we transition out of the HUMBL.com business.

General and Administrative

General and administrative expenses for the three months ended June 30, 2024 were $1,141,750 compared with $981,836 for the three months ended June 30, 2025. The decrease in general and administrative expenses was $159,914. Much of the decrease in general and administrative expenses relates to decreases in payroll and payroll-related expenses due to less personnel employed.

Other Income (Expense)

In the three months ended June 30, 2024 we incurred ($728,122) in other expenses, compared to ($1,070,676) in other expenses in the three months ended June 30, 2025, an increase of $342,554 in other expenses. The other expenses relate to amortization of discounts, interest expense and losses on the conversion of convertible notes and exchanges in warrants and Series C Preferred Stock and a loss on investee.

Net Loss from Continuing Operations

Net loss from continuing operations for the three months ended June 30, 2024 was ($2,189,270) as compared to a net loss of ($2,962,053) for the three months ended June 30, 2025. The $772,783 increase in the net loss was due to the changes noted herein.

Liquidity and Capital Resources

Off-Balance Sheet Arrangements

As June 30, 2025 and December 31, 2024, we had no off-balance sheet arrangements.

Critical Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. These estimates include, but are not limited to, management’s estimate of provisions required for permanent and temporary differences related to income taxes, liabilities to accrue, estimates of the fair value of goodwill and determination of the fair value of stock awards. Actual results could differ from those estimates.

Fair Value of Financial Instruments

Fair Value Measurements

Level 1 inputs: Quoted prices for identical instruments in active markets.

Level 3 inputs: Instruments with primarily unobservable value drivers.

Recent Accounting Pronouncements

The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15(d)-15(e) under the Exchange Act) as of June 30, 2025. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2025, our disclosure controls and procedures were not effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Our management, including our Chief Executive Officer and Chief Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives. However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

On May 19, 2022, we were named as a defendant in a putative shareholder derivative class action lawsuit filed in the United States District Court for the Southern District of California styled Matt Pasquinelli and Bryan Paysen v. HUMBL, LLC, Brian Foote, Jeffrey Hinshaw and George Sharp, Case No. 22CV0723 AJB BLM. The complaint alleges federal securities law violations by the Company, including false or misleading statements regarding our business and operations, that the HUMBL Pay App did not have the functionality that it promised to investors and that several international business partnerships had a low chance of contributing material revenues to our bottom line, and sales of unregistered securities through our BLOCK Exchange Traded Index products, which plaintiffs allege caused a decline in the market value of our shares of common stock. Plaintiffs seek unspecified monetary damages. On July 7, 2023, the United States District Court for the Southern District of California granted our Motion to Transfer Venue and transferred the case to the District Court of Delaware. On October 30, 2023, we filed a Motion to Dismiss the lawsuit with the District Court of Delaware which the parties have fully briefed. On March 27, 2025, the court granted our motion and dismissed the case without prejudice. On April 10, 2025, the plaintiffs filed an amended complaint. We intend to vigorously defend the actions of the defendants and contest what we believe are baseless claims.

ITEM 1A. RISK FACTORS

Not applicable as we are a smaller reporting company.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

We did not sell any unregistered equity securities during the period covered by this Quarterly Report on Form 10-Q

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibit		Incorporated by Reference			Filed or Furnished
No.	Exhibit Description	Form	Date	Number	Herewith
31.1	Certification of Chief Executive Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002				Filed
31.2	Certification of Principal Financial Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002				Filed
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002				Furnished**
32.1	Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002				Furnished**
101.INS	Inline XBRL Instance Document				Filed
101.SCH	Inline XBRL Taxonomy Extension Schema Document				Filed
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document				Filed
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document				Filed
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document				Filed
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document				Filed
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

*	Certain schedules and exhibits to this agreement have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The Company undertakes to furnish to the SEC a copy of any omitted schedule and/or exhibit upon request.

**	This exhibit is being furnished rather than filed and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-K.

Copies of this report (including the financial statements) and any of the exhibits referred to above will be furnished at no cost to our stockholders who make a written request to our Corporate Secretary at HUMBL Inc., 101 W. Broadway, Suite 1450, San Diego, California 92101, telephone (786) 738-9012.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	HUMBL, Inc.

Date: August 14, 2025	By:	/s/ THIAGO MOURA
		Thiago Moura
		Chief Executive Officer
		(Principal Executive Officer)

Date: August 14, 2025	By:	/s/ JEFFREY HINSHAW
		Jeffrey Hinshaw
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

HUMBL, INC. 10-Q