Form 8-K/A

8-K/A — House of Doge Inc.

Accession: 0001213900-26-099794

Filed: 2026-09-14

Period: 2026-06-30

CIK: 0001903595

SIC: 6199 (FINANCE SERVICES)

Item: Completion of Acquisition or Disposition of Assets

Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item: Unregistered Sales of Equity Securities

Item: Changes in Control of Registrant

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Other Events

Documents

8-K/A — ea0305345-8ka1_house.htm (Primary)

EX-99.1 — UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS OF THE COMPANY AS OF MARCH 31, 2026 (ea030534501ex99-1.htm)

EX-99.2 — AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF HOUSE OF DOGE INC. FOR THE YEAR ENDED MARCH 31, 2026 (ea030534501ex99-2.htm)

GRAPHIC (ea030534501_ex99-2img1.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K/A — AMENDMENT NO. 1 TO FORM 8-K

8-K/A (Primary)

Filename: ea0305345-8ka1_house.htm · Sequence: 1

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2026-06-30

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K/A

(Amendment

No. 1)

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d) OF

THE

SECURITIES EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported): June 30, 2026

House

of Doge Inc.

(Exact

name of registrant as specified in its charter)

Delaware

001-42525

87-4032622

(State

or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS

Employer

Identification No.)

261

NE 61st Street

Miami,

FL 33137

(Address

of principal executive offices)

Registrant’s

telephone number, including area code: (214) 216-8608

Brag

House Holdings, Inc.

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

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

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, $0.0001 par value

HODO

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

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. ☐

EXPLANATORY

NOTE

This

Current Report on Form 8-K/A amends the Current Report on Form 8-K filed by the Company on July 7, 2026 (the “Original 8-K”)

to provide the financial statements and pro forma financial information required by Items 9.01(a) and 9.01(b) of Form 8-K in connection

with the Merger. The Original 8-K disclosed that the Company intended to file such financial information within 71 days of the date of

the Original 8-K pursuant to Items 9.01(a)(4) and 9.01(b)(2) of Form 8-K.

Item

2.01 Completion of Acquisition or Disposition of Assets.

Closing

of the Merger

June 30, 2026 (the “Effective Date”), House of Doge Inc. (formerly Brag House Holdings, Inc.) (the “Company”)

completed its previously announced merger pursuant to the Merger Agreement, dated as of October 12, 2025, by and among the Company,

Brag House Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and House of Doge Inc., a Texas corporation (“HOD”),

as amended pursuant to Amendment No. 1 thereto dated as of November 26, 2025, Amendment No. 2 thereto dated as of February 2,

2026, Amendment No. 3 thereto dated as of March 26, 2026, Amendment No. 4 thereto dated as of May 11, 2026, and Amendment No. 5 thereto

dated as of June 15, 2026 (the “Merger Agreement”). Pursuant to the Merger Agreement, HOD merged with and into Merger

Sub, with HOD (now renamed House of Doge (U.S.) Inc. (“HOD US”)) surviving as a wholly-owned subsidiary of the Company

(the “Merger”).

the effective time of the Merger (the “Effective Time”): (i) 329,929,373 shares of common stock, no par value per share, of

HOD issued and outstanding immediately prior to the Effective Time were automatically converted into an aggregate of 64,001,726 shares

(the “Merger Common Shares”) of common stock, par value $0.0001 per share, of the Company (the “Common Stock”)

and 2.049643 shares (the “Merger Preferred Shares”) of the Company’s Class C preferred stock, par value $0.0001 per

share (the “Class C Preferred Stock”), each of which is convertible into 5,000,000 shares of Common Stock; (ii) 28,747,000

vested HOD restricted stock units (“RSUs”) issued and outstanding immediately prior to the Effective Time were automatically

converted into an aggregate of 6,361,978 shares of Common Stock; and 0.002180 Class C Preferred Stock (iii) 10,300,000 unvested HOD RSUs

issued and outstanding immediately prior to the Effective Time were automatically converted into 2,283,392 Company RSUs. Following the

closing of the Merger, 75,902,985 shares of Common Stock were issued and outstanding.

Additionally,

in connection with the closing of the Merger, on July 1, 2026, the Company issued to its former Chief Executive Officer, Lavell Juan

Malloy, II, its former Chief Operating Officer, Daniel Leibovich, and other parties designated by them an aggregate of 9,000,000

shares of Common Stock (the “Other Consideration Shares”) Of the Other Consideration Shares, 7,875,000 shares of Common Stock are in dispute, as the Company is seeking

the return of these shares for cancellation on account that they were issued in error.

Pursuant

to the terms of the Merger Agreement, at the Effective Time, the board of directors of the Company (the “Board”) was

increased from five directors to six directors and each of Lavell Juan Malloy II, Daniel Leibovich, DeLu Jackson, Scott Woller, and Kevin

Foster resigned as directors of the Company, and Michael Galloro, Sarosh Mistry, Timothy Stebbing, Doug Wall, Stephen Ilott, and Duncan

Moir were appointed as directors. Also at the Effective Time and pursuant to the Merger Agreement, Mr. Malloy resigned as the Company’s

Chief Executive Officer, Mr. Leibovich resigned as the Company’s Chief Operating Officer, Rene Rodriguez resigned as the Company’s

Acting Chief Financial Officer, Marco Margiotta was appointed the Company’s Chief Executive Officer, and Charles Park was appointed

the Company’s Chief Financial Officer.

conjunction with the closing of the Merger, the Company transferred all of the Company’s pre-Merger business and operations to

the Company’s wholly-owned subsidiary, Brag House, Inc. (“Brag House”). In accordance with the terms of the

Merger Agreement, Messrs. Malloy and Leibovich and Rodriguez had continued to operate such pre-Merger business as the senior management

of Brag House.

Following the consummation of the Merger and giving

effect to the issuances of the Merger Common Shares, the Merger Preferred Shares, and the Other Consideration Shares, the former stockholders

and RSU holders of HOD beneficially own approximately 81% of the issued and outstanding shares of Common Stock and 76% of the aggregate

number of shares of Common Stock outstanding on a fully diluted basis. These ownership percentages reflect the Company’s capital

structure as of the current date and are not calculated solely based on the shares issued in connection with the Merger.

Name

Change

June 30, 2026, in connection with the closing of the Merger, the Company filed a Certificate of Amendment to its Certificate of Incorporation

with the Secretary of State of Delaware, changing the Company’s name from Brag House Holdings, Inc. to House of Doge Inc. The Certificate

of Amendment, which was effective on June 30, 2026, is attached hereto as Exhibit 3.2.

Description

of the Company’s Business

House

of Doge Business Overview

Through

a strategic Trademark License agreement that was previously entered into by HOD US and the Dogecoin Foundation on January 31, 2025, as

amended and restated on May 7, 2025, and as further amended on June 25, 2025 (the “Dogecoin Foundation Agreement”), the Company

has become the official corporate arm of the Dogecoin Foundation, serving as its exclusive commercialization partner.

The

Company is committed to advancing Dogecoin ($DOGE) as a widely accepted and decentralized global digital currency through infrastructure

investments needed to integrate Dogecoin into everyday commerce and through cultural partnerships. House of Doge is currently building

secure, scalable, and efficient systems for real-world use that includes digital payments and financial products, as well as real-world

asset tokenization. As of the Effective Time, the Company had approximately 29 employees and staff (inclusive of Brag House personnel),

located primarily in North America, Australia and New Zealand.

Since

it commenced operations in January 2025, the Company, through its wholly-owned subsidiary Dogecoin Ventures, Inc. was previously engaged

as an asset manager along with 21 Shares for The Official Dogecoin Treasury, held as a treasury reserve asset by CleanCore Solutions,

Inc. (NYSE: ZONE), recently renamed as Zone Frontier Inc. (“CleanCore”, “Zone Frontier” or “ZONE”)

Also, in partnership with 21 Shares, HOD has supported the launch of 21 Shares’ Dogecoin exchange traded product that is currently

listed on the SIX Swiss Exchange, as well as the 21Shares Dogecoin ETF (Nasdaq: TDOG) in the United States that was launched in January

2026. HOD continues to earn support service fees from its partnership with 21 Shares on the exchange traded products.

The

Dogecoin Foundation Agreement grants the Company with an exclusive, royalty-bearing license to use certain trademarks, including the

DOGECOIN mark, for the manufacture, sale, and distribution of licensed goods and services worldwide. The Company is required to pay a

5% royalty on all net sales generated through the sale of the licensed products. The Agreement also stipulates a minimum aggregate royalty

payment of $200,000 per month for the first five years, payable monthly in advance. The Company also previously issued pursuant to the

terms of the Dogecoin Foundation Agreement, 34,298,731 shares of common stock of Legacy House of Doge, which as of the Effective Date

was exchangeable into 7,718,866 Common Stock of the Company.

HOD

has also made strategic equity investments and sponsorship deals in each of HC Sierre Hockey Club, a professional ice hockey team competing

in the Swiss League, U.S. Triestina Calcio 1918 S.r.l, a professional football (soccer) club competing in the Series D Italian football

league, and most recently in the newly formed Milano Hockey Club, a professional hockey club that will compete in the ICE Hockey League

in Europe. Each of these investments advances HOD’s long-term real-world asset expansion strategy, as well as bringing digital

and cryptocurrency innovations, new models of fan ownership, and community-aligned infrastructure into professional sports.

The

headquarters and principal registered address of the Company is located at 261 NE 61st Street, Miami, Florida, 33137, USA.

Post-Merger

Beneficial Ownership of the Common Stock

The

following table provides information, as of the Effective Time, regarding beneficial ownership of Common Stock by: (i) each person known

to us who beneficially owns more than 5.0% of the Common Stock; (ii) each of our directors; (iii) each of our executive officers; and

(iv) all of our directors and executive officers as a group.

The

number of shares beneficially owned is determined under rules promulgated by the SEC and the information is not necessarily indicative

of beneficial ownership for any other purpose. The shares in the table do not, however, constitute an admission that the named stockholder

is a direct or indirect beneficial owner of those shares.

Unless

otherwise indicated, the address of each beneficial owner listed below is c/o House of Doge at 261 NE 61st Street, Miami,

FL 33137.

Name of Beneficial Owner

Number

of Shares

Beneficially

Owned

Percentage

of Shares

Outstanding

Beneficially

Owned

Directors and Named Executive Officers

Marco Margiotta, Chief Executive Officer(1)

3,804,304

4.97 %

Charles Park, Chief Financial Officer(2)

549,787

0.72 %

Michael Galloro, Director(3)

495,105

0.65 %

Sarosh Mistry, Director(4)

299,615

0.39 %

Timothy Stebbing, Chief Technology Officer & Director(5)

225,048

0.29 %

Doug Wall, Director(6)

10,127,165

13.24 %

Stephen Ilott, Director

Duncan Moir, Director

All executive officers, directors and directors as a group (eight persons)

15,501,024

20.27 %

5% or Greater Shareholders

Much Wow Ltd.

7,718,866

10.09 %

Doug Wall(6)

10,127,165

13.24 %

(1)

Consists of

3,687,753 shares of Common Stock held directly, 4,027 shares of Common Stock underlying Company RSUs that have vested or will vest

within 60 days of the date of this table and 112,524 shares of Common Stock held through Mastika Investment Group Inc., in which

Mr. Margiotta has 50% beneficial ownership.

(2)

Inclusive of

109,366 shares of Common Stock underlying Company RSUs that have vested or will vest within 60 days of the date of this table.

(3)

Shares are

held by ALOE Investment Inc., of which Mr. Galloro is President.

(4)

Held through

Avenyr Capital LLC, of which Mr. Mistry is Chief Executive Officer; includes 33,253 shares of Common Stock underlying Company RSUs

that have vested or will vest within 60 days of the date of this table.

(5)

All such shares

are held through Navah Investments Pty Ltd, of which Mr. Stebbing’s spouse is the sole director.

(6)

held through Shadow Doge LLC, Shadow Doge II LLC and SC L1 LLC, of which Mr. Wall is co-founder and principal, and W5 Family Trust, of

which Mr. Wall is a beneficiary owner of. Of the total holdings, Mr. Wall has beneficiary ownership and sole voting power over 1,348,280

shares, with the balance of such holdings being jointly controlled or in which he has shared voting power.

Market

Price of and Dividends on Common Equity and Related Stockholder Matters

The

Common Stock is currently listed on the Nasdaq Capital Market under the symbol “HODO.” Prior to the Merger, the Common Stock

traded under the symbol “TBH.”

of the Effective Time, there were approximately 142 holders of record of the Common Stock. This number does not include beneficial owners

whose shares are held in the names of various dealers, clearing agencies, banks, brokers and other fiduciaries.

The

Company has not paid any cash dividends on the Common Stock to date. The Company currently intends to retain any future earnings and

does not expect to pay any dividends in the foreseeable future. Any future determination to pay dividends will be at the discretion of

the Board and will depend on the factors described under “Risk Factors—We do not anticipate paying any cash dividends in

the foreseeable future” above.

Information

regarding securities authorized for issuance under the Company’s equity compensation plans is incorporated by reference to the

Company’s most recent Annual Report on Form 10-K.

Legal

Proceedings

of the date of this Current Report on Form 8-K, there are no legal proceedings or claims pending against the Company, HOD or Brag House

that management believes would have a material adverse effect on the Company’s business, financial condition, or results of operations,

either individually or in the aggregate.

Item

3.01. Notice of Delisting of Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

September 9, 2026, the Company received a deficiency letter (the “Notice”) from the Listing Qualifications Department

of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, based upon the closing bid price of the Company’s

Common Stock for the last 30 consecutive business days, the Company is not currently in compliance with the requirement to maintain a

minimum bid price of $1.00 per share for continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2)

(the “Minimum Bid Requirement”).

The

Notice has no immediate effect on the continued listing status of the Common Stock on The Nasdaq Capital Market, and, therefore, the

Company’s listing remains fully effective.

accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company is provided a compliance period of 180 calendar days from the date of

the Notice, or until March 8, 2027, to regain compliance with the Minimum Bid Requirement. To regain compliance, the closing bid price

of the Common Stock must meet or exceed $1.00 per share for a minimum of ten consecutive business days prior to March 8, 2027.

the Company is not in compliance with the Minimum Bid Requirement by March 8, 2027, the Company may be afforded a second 180 calendar

day compliance period. To qualify for this additional compliance period, the Company will be required to meet the continued listing requirement

for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of

the Minimum Bid Price requirement.

The

Company intends to actively monitor the closing bid price of the Common Stock and will evaluate available options to regain compliance

with the Minimum Bid Requirement. However, there can be no assurance that the Company will regain compliance with the Minimum Bid Requirement

during the 180 day compliance period, secure a second period of 180 days to regain compliance, or maintain compliance with the other

Nasdaq listing requirements. If the Company does not regain compliance within the allotted compliance period, including any extensions

that Nasdaq grants, Nasdaq will provide notice that the Common Stock will be subject to delisting. The Company would then be entitled

to appeal that determination to a Nasdaq hearings panel.

Item

3.02 Unregistered Sales of Equity Securities.

previously disclosed, on December 11, 2025, the Company filed the Certificate of Designation of Series C Convertible Preferred Stock

with the Secretary of State of Delaware.

set forth in Item 2.01 of this Current Report on Form 8-K, on June 30, 2026, pursuant to the Merger Agreement and the consummation of

the Merger, the Company issued (i) 2.051823 shares of Class C Preferred Stock to certain former HOD stockholders. The issuances of the

Merger Preferred Shares will be exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof.

Item

5.01 Changes in Control of Registrant.

The

information regarding the change of control of the Company in connection with the Merger set forth in Item 2.01 of this Current Report

on Form 8-K is incorporated herein by reference.

Item

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of

Certain Officers.

The

information regarding departure and election of directors and departure and appointment of principal officers of the Company in connection

with the Merger set forth in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

Termination

of Chief Technology Officer

August 31, 2026, Timothy Stebbing’s employment as the Company’s Chief Technology Officer was terminated. Mr. Stebbing continues

to serve as a member of the Board of Directors.

Executive

Officers and Directors of the Company Following the Merger

The

following table lists the names, ages, and positions of the individuals who are serving as executive officers and directors of the Company

as of the Effective Time:

Name

Age

Position

Marco Margiotta

Chief Executive Officer

Charles Park

Chief Financial Officer

Michael Galloro

Director

Stephen Ilott

Director

Sarosh Mistry

Director

Doug Wall

Director

Duncan Moir

Director

Timothy Stebbing

Director

Marco

Margiotta has served as Chief Executive Officer of HOD since April 2025 and as a Director of HOD since October 2025. He previously

served as Chief Investment Officer of CleanCore from September 2025 to March 2026, where The Official Dogecoin Treasury has been established.

Mr. Margiotta was Chief Executive Officer and Chair of the Board of Payfare Inc., a Canadian financial technology company that provided

digital banking and instant payout solutions for gig economy workers, from October 2019 until March 2025, when Fiserv, Inc. acquired

it. Mr. Margiotta has over 20 years of experience in fintech and the broader financial services sector as well as capital markets, lending

and capital raising. In addition, Mr. Margiotta previously held senior positions with BMO Financial Group’s capital markets and

commercial banking teams. Mr. Margiotta holds an Honors Bachelor of Commerce from Laurentian University, holds Chartered Professional

Accountant and Certified General Accountant designations in Canada and is a qualified member of the Association of Chartered and Certified

Accountants in the United Kingdom.

Charles

Park has served as Chief Financial Officer of HOD since August 2025. He is a Chartered Accountant, Certified Internal Auditor,

US Certified Public Accountant and holds a Bachelor of Commerce (Accounting Major) from Toronto Metropolitan University. After starting

his career at PricewaterhouseCoopers, he held several finance leadership positions at growth-oriented technology, financial services,

and telecom companies such as SOTI, TeraGo Networks, Rakuten Kobo, Mobilicity, and Bank of Montreal. From 2018 to August 2025, Mr. Park

served as Chief Financial Officer of Payfare Inc., where he was responsible for leading the accounting, audit, tax compliance/strategy,

transfer pricing, forecasting/budgeting, payroll, human resources, treasury, and internal audit functions. Mr. Park was instrumental

in Payfare’s successful initial public offering in 2021 and was a key contributor in Payfare’s sale to Fiserv, Inc. in 2025.

Michael

Galloro is a Chartered Professional Accountant and Founder and Managing Partner of ALOE Finance Inc., a transaction advisory

firm. With over 30 years of experience, Mr. Galloro has focused on growth oriented publicly traded organizations operating globally.

His experience includes go public transactions, mergers and acquisitions, and financings. Mr. Galloro has held senior executive roles

and been a member of boards of directors, chairing several committees. Mr. Galloro has been a director of Fountain Asset Corp. since

July 2018, Stock Trends Capital Inc. since April 2020, AF2 Capital Corp. and AF3 Capital Corp., each a Capital Pool Company, since August

2020 and May 2026, respectively, Atmofizer Technologies Inc. since November 2021, and Red Light Holland Corp. since March 2025. From

June 2018 to June 2022 Mr. Galloro was a director of Simply inc. and from January 2019 to March 2026 Mr. Galloro was a director of Trubar

Inc., previously a Capital Pool Company he founded.

Stephen

Ilott has over 35 years investment experience working for leading asset management companies in the United Kingdom, the United

States, and Canada. Retired since 2021, Mr. Ilott was previously Chief Investment Officer of BMO Asset Management US and BMO Asset Management

Canada managing teams responsible for in excess of $120 billion in assets across fixed income, equities and alternative asset classes

(January 2017 - July 2021). On July 19, 2026, Stephen Ilott provided written notice of his resignation from the Board of Directors.

Sarosh

Mistry is a results-driven, people-centered global executive with over 30 years of experience leading complex, multi-billion-dollar

organizations across public and private equity-backed environments. He was a director of HOD from February 1, 2026 until the Effective

Time, when he became a director of the Company. A former Chairman and Chief Executive Officer of Sodexo North America (August 2011 to

December 2025), he has held senior leadership roles at Compass Group, Starbucks, and Aramark, with deep expertise in mergers and acquisitions,

operational transformation, and growth strategy. He currently serves as Chairman of Blusky and as a board member to multiple public and

private companies, providing strategic, shareholder-focused leadership.

Doug

Wall, served as a director of HOD from February 1, 2026 until the Effective Time, when he became a director to the Company. Mr.

Wall co-founded Shadow Capital, a Dallas-based private equity firm with a proven track record in blockchain and fintech investments,

in 2021. He has expertise in crypto investment cycles and strategic partnerships that drive both company and portfolio success. In addition,

he is a co-founder of Nexus Medical Labs, a next-generation laboratory that leverages automation and decades of experience to provide

rapid, accurate at home testing. He also co-founded Blockcap, a crypto mining firm later sold to Core Scientific, and chaired Core Scientific’s

Outside Equity Committee throughout its restructuring (February 2023 to January 2024). From May 2021 to January 2025, Mr. Wall co-founded

and worked at GreyRock Asset Management and, prior to that, he had various roles, including Managing Director roles at Alex. Brown (September

2016 to May 2021) and Deutsche Asset Management (May 2008 to Sept. 2016). Mr. Wall obtained a BA in Economics from the University of

Texas at Austin.

Duncan

Moir has been President of 21 Shares, the largest cryptocurrency investment manager in Europe, since January 2025. Prior to 21

Shares, he led Aberdeen plc’s digital asset business from August 2008 to January 2025, and before that was a hedge fund investment

manager. Mr. Moir is an independent director of Hedera Hashgraph LLC, an enterprise-focused distributed ledger technology company. He

graduated with a BA (Hons) in Economics from the University of Strathclyde and is a Charter Financial Analyst (CFA) and Chartered Alternative

Investment Analyst (CAIA) charterholder.

Timothy

Stebbing has served as the Chief Technology Officer of HOD from May 2025 to August 2026. He has also served as a director of

Zone Frontier Inc. (previously CleanCore Solutions, Inc.), since September 2025. Mr. Stebbing is also on the board of the Dogecoin Foundation,

serving as Director of Product since 2021 to spearhead the development of a broader Dogecoin ecosystem and to increase its adoption as

a global means of exchange. Prior to that, he served as Chief Technology Officer at Ynomia Pty Ltd, a construction technology company

(June 2019 to October 2021).

There

are no family relationships among any of the Company’s directors and executive officers. Other than pursuant to the Merger Agreement,

as discussed in Item 2.01 of this Current Report on Form 8-K, there are no arrangements or understandings with another person under which

the directors and executive officers of the Company were or are to be selected as a director or executive officer. Additionally, no director

or executive officer of the Company is involved in legal proceedings that require disclosure under Item 401 of SEC Regulation S-K.

Director

Independence and Board Committees

Based

on information provided by each director concerning their background, employment, and affiliations, the Board has determined that each

of the Company’s directors, other than Mr. Galloro and Mr. Stebbing, qualify as independent directors as defined under the rules

of the SEC and Nasdaq’s listing rules relating to director independence requirements. Mr. Galloro is Managing Partner of ALOE Finance,

Inc., which has provided finance and transaction-related consulting services to HOD.

The

Board continues to have an audit committee and a compensation committee with each such committee continuing to operate pursuant to their

current charter. Each of the Board committees has the composition described below.

The

following table identifies the current committee members:

Name

Audit

Compensation

Independent

Michael Galloro

Sarosh

Mistry

Chairman

Duncan

Moir

Timothy

Stebbing

Doug

Wall

Chairman

The

Board has determined that Doug Wall is an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of

SEC Regulation S-K. All of the audit committee members and compensation committee members are independent within the meaning of Nasdaq

Listing Rule 5605(a)(2) and all of the audit committee members meet the additional independence requirements for audit committee members

set forth in Rule 10A-3 under the Exchange Act.

Members

will serve on these committees until their resignation or until otherwise determined by the Board.

Certain

Relationships and Related Party Transactions

The Company adheres to Item 404 of Regulation

S-K, by having its Board or Audit Committee review and approve or ratify any transaction in which the Company is or will be a participant,

the amount involved exceeds $120,000, and a related person (including any director, executive officer, holder of more than 5% of the Common

Stock, or an immediate family member of any such person) has or will have a direct or indirect material interest.

During

the year ended March 31, 2026 and the three months ended June 30, 2026, the following transactions occurred between the Company and its

related persons that are required to be described under Item 404 of Regulation S-K:

(i) On

February 10, 2026, the Company entered into an unsecured, subordinated short-term promissory

note with Marco Margiotta, the Company’s Chief Executive Officer and a director, providing

for borrowings of up to $1,000,000, maturing on December 31, 2026 and bearing interest at

4.45% per annum, under which the outstanding principal balance was $624,127, with accrued

interest of $5,675, as of June 30, 2026; the transaction was approved by the Company’s

disinterested directors, and Mr. Margiotta disclosed his interest and abstained from the

deliberation and approval process;

(ii) During

the year ended March 31, 2026, the Company incurred consulting fees of $239,500 and issued

600,000 shares of Common Stock with a grant-date fair value of $102,000 to a firm controlled

by a former director and officer of the Company who resigned effective September 5, 2025;

(iii) A

group consisting of one of the Company’s founders and such founder’s family members

and associated companies held approximately 24.64% of the Company’s outstanding Common

Stock as of June 30, 2026 and had transactions with the Company during the year ended March

31, 2026 and the three months ended June 30, 2026, including investments in unsecured convertible

debt securities and preferred stock of McQueen Labs Inc. and payment of consulting fees and

other expenses to entities associated with this group; and

(iv) Until

the termination of the related service arrangements effective March 6, 2026, CleanCore was

a related party of the Company as a result of Mr. Margiotta’s role as CleanCore’s

Chief Investment Officer (through March 2026) and Mr. Stebbing’s continuing service

as a CleanCore director. Other than the transactions described above and transactions arising

in the ordinary course of business, there were no material related-party transactions during

the periods presented.

Executive

and Director Compensation

Executive

Compensation

Following

completion of the Merger on June 30, 2026, each of Mr. Marco Margiotta and Mr. Charles Park, who were executive officers of Legacy House

of Doge became executive officers of the Company, House of Doge Inc. No changes occurred to the existing employment agreements at the

time of the Merger for each of Messrs. Margiotta and Park, other than their appointments to become executive officers of the Company.

This

section sets forth the compensatory arrangements for each of Messrs. Margiotta and Park for the year ended March 31, 2026.

Summary

Compensation Table

The

following table presents information regarding the total compensation awarded to, earned by, or paid to the executive by Legacy House

of Doge during the year ended March 31, 2026.

Name and Principal Position

Year Ending

Salary

($)

All other

compensation

($)(2)

Total

($)

Marco Margiotta, Chief Executive Officer(1)

March 31, 2026

200,000

264,167 (3)

464,167

Charles Park, Chief Financial Officer(1)

March 31, 2026

187,500

46,625 (4)

234,125

(1) Each

were employed since October 1, 2025. Prior to October 1, 2025, services were provided pursuant to a consulting agreement and such amounts

earned are set out in “All other compensation ($)”.

(2) All

other compensation includes consulting services fee earned prior to employment.

(3) Services

provided pursuant to a Consulting Agreement dated April 4, 2025.

(4) Services

provided pursuant to a Consulting Agreement dated August 16, 2025.

Employment

Agreement with Marco Margiotta

Mr. Margiotta entered into an employment agreement

(the “Margiotta Employment Agreement”) with Legacy House of Doge and House of Doge Canada Inc., a wholly-owned subsidiary, effective

as of October 1, 2025, and as amended from time to time to serve as Chief Executive Officer. Mr. Margiotta is employed currently at an

annual base salary of $340,000 (CAD $476,000). Pursuant to the Margiotta Employment Agreement, Mr. Margiotta is entitled to receive an

annual bonus up to 150% of his annual base salary, 2/3 of which is based on performance milestones determined by the Board, and 1/3 of

which is discretionary based on a determination of the Board. The annual bonus is payable as to 50% in cash and 50% in equity. Mr. Margiotta

is entitled to an annual health and wellness allowance of up to $2,500 (CAD $3,500), payable upon submission of valid receipts.

The

agreement also contains indemnification provisions and provides that the Company will, during the term of his employment maintain in

full force and effect a directors’ and officers’ liability insurance policy to cover Mr. Margiotta in his capacity as an

officer and/or director of the Company or any of its affiliates.

The

agreement provides that Mr. Margiotta must provide the Company with at least two months’ written notice prior to resigning. If

the Company terminates Mr. Margiotta’s employment without Cause, then he shall be entitled to a payment equal to six months of

his annualized amount of his base salary.

The

agreement also contains non-compete, non-solicitation, and confidentiality provisions.

Employment

Agreement with Charles Park

Mr.

Park entered into an employment agreement (the “Park Employment Agreement”) with Legacy House of Doge and House of

Doge Canada Inc., a wholly-owned subsidiary, effective as of October 1, 2025, and as amended from time to time to serve as Chief Financial

Officer.

Mr. Park is employed currently at an annual base

salary of $318,750 (CAD $446,250). Pursuant to the Park Employment Agreement, Mr. Park is entitled to receive an annual bonus up to 150%

of his annual base salary, 2/3 of which is based on performance milestones determined by the Board, and 1/3 of which is discretionary

based on a determination of the Board. The annual bonus is payable as to 50% in cash and 50% in equity. Further, Mr. Park is entitled

to an annual health and wellness allowance of up to $2,500 (CAD $3,500), payable upon submission of valid receipts.

The

agreement also contains indemnification provisions and provides that the Company will, during the term of his employment maintain in

full force and effect a directors’ and officers’ liability insurance policy to cover Mr. Park in his capacity as an officer

and/or director of the Company or any of its affiliates.

The

agreement provides that Mr. Park must provide the Company with at least two months’ written notice prior to resigning. If the Company

terminates Mr. Park’s employment without Cause, then he shall be entitled to a payment equal to six months of his annualized amount

of his base salary.

The

agreement also contains non-compete, non-solicitation, and confidentiality provisions.

House

of Doge Director Compensation

of March 31, 2026, House of Doge does not have a policy to provide cash or equity compensation to its non-employee directors for their

service on the House of Doge Board or on committees of the House of Doge Board. Consequently, House of Doge has not paid any compensation

to its non-employee directors for their service on the House of Doge Board or on committees of the House of Doge Board for the year ended

March 31, 2026.

Item

5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

The

information regarding the Company’s name change in connection with the Merger set forth in Item 2.01 of this Current Report on

Form 8-K is incorporated herein by reference.

Recent

Sales of Unregistered Securities.

None.

Description

of Registrant’s Securities to be Registered.

General

of September 14, 2026, the Company’s Common stock is the only class of securities currently registered under Section 12 of the

Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our Common Stock is listed on the Nasdaq Capital Market

under the symbol “HODO.”

The

Company is authorized to issue an aggregate of 275,000,000 shares of capital stock. The authorized capital stock is divided into 250,000,000

shares of Common Stock having a par value of $0.0001 per share and 25,000,000 shares of preferred stock having a par value of $0.0001

per share, of which 200,000 shares are designated as Series A Convertible Preferred Stock, 15,000 shares are designated as the Series

B Convertible Preferred Stock and 65 shares are designated as Series C Preferred Stock.

of September 11, 2026, the Company had 89,152,985 outstanding shares of Common Stock held by approximately 151 shareholders of record,

no shares of its Series B Convertible Preferred Stock, and 2.051823 shares of its Series C Convertible Preferred Stock, issued and outstanding.

Common

Stock

All

shares of Common Stock of the Company are one and the same class, identical in all respects and have equal rights, powers and privileges.

Voting.

Except as otherwise provided for by resolution of the board of directors, the holders of outstanding shares of Common Stock

have the exclusive right to vote on all matters requiring stockholder action. On each matter on which holders of Common Stock are entitled

to vote, each outstanding share of such Common Stock is entitled to one vote. Under our second amended and restated bylaws, any corporate

action to be taken by vote of stockholders other than for election of directors shall be authorized by the affirmative vote of the majority

of votes cast. Directors are elected by a plurality of the votes cast, which means the nominees receiving the highest number of “for”

votes are elected. Stockholders do not have cumulative voting rights.

Dividends.

Subject to the rights of holders of any series of outstanding preferred stock, holders of shares of Common Stock have equal rights

of participation in the dividends and other distributions in cash, stock or property of the Company when, as and if declared thereon

by the board of directors from time to time out of assets or funds of the Company legally available therefor.

Liquidation.

Subject to the rights of holders of any series of outstanding preferred stock, holders of shares of Common Stock have equal rights

to receive the assets and funds of the Company available for distribution to stockholders in the event of any liquidation, dissolution

or winding up of the affairs of the Company, whether voluntary or involuntary.

Rights

and Preferences. Holders of our Common Stock have no preemptive, conversion or subscription rights, and there are no redemption

or sinking funds provisions applicable to our Common Stock. The rights, preferences and privileges of the holders of our Common Stock

are subject to, and may be adversely affected by, the rights of the holders of share of any series of our preferred stock that we may

designate and issue in the future.

Fully

Paid and Nonassessable. All of our outstanding shares of Common Stock are fully paid and nonassessable.

Series

A Convertible Preferred Stock

the authorized preferred stock, 200,000 shares are designated as Series A Convertible Preferred Stock. The Series A Preferred Stock is

entitled to one vote per share, has a liquidation preference of $0.50 per share, and automatically converts into one share of Common

Stock upon the consummation of an underwritten public offering of Common Stock. No Series A Preferred Stock was issued and outstanding

as of June 30, 2026.

Series

B Convertible Preferred Stock

Stated

Value

The

stated value of the Series B Convertible Preferred Stock is $1,000 per share.

Dividend

Rights

Holders

are entitled to receive, and the Company shall pay, dividends on shares of Series B Preferred Stock equal (on an as-if-converted-to-Common

Stock basis) to and in the same form as dividends actually paid on shares of Common Stock when, as and if such dividends are paid on

shares of Common Stock. No other dividends shall be paid on shares of Series B Preferred Stock.

Voting

Rights

Holders

of Series B Preferred Stock shares are not entitled to any voting rights other than any vote required by law or the Company’s certificate

of incorporation. The Series B Preferred Stock is convertible at the holder’s option and is classified as permanent equity. No

Series B Preferred Stock was issued and outstanding as of June 30, 2026.

Series

C Convertible Preferred Stock

the authorized preferred stock, 65 shares are designated as Series C Convertible Preferred Stock. As of September 11, 2026, 2.051823

shares of Series C Preferred Stock were outstanding, representing approximately 10,259,115 common share equivalents before application

of the beneficial ownership limitation.

Dividend

Rights

Holders

are entitled to receive, and the Company shall pay, dividends on shares of Series C Preferred Stock equal (on an as-if-converted-to-Common

Stock basis) to and in the same form as dividends actually paid on shares of Common Stock when, as and if such dividends are paid on

shares of Common Stock. No other dividends shall be paid on shares of Series C Preferred Stock.

Voting

Rights

Holders

of Series C Preferred Stock shall be entitled to cast the number of votes equal to the number of whole shares of Common Stock into which

their shares of Series C Preferred Stock are convertible, but only to the extent that such entitlement would not result in any such holder

subject to the beneficial ownership limitations. Holders of the Series C Preferred Stock shall vote together with the holders of shares

of Common Stock as a single class.

Conversion

Subject

to and in compliance with the applicable provisions of the Series C Preferred Stock certificate of designation, each share of Series

C Convertible Preferred Stock is convertible, at the option of the holder, into 5,000,000 shares of Common Stock (subject to adjustments

for any subdivision of the outstanding shares of Common Stock into a larger number of shares, combination (including by way of reverse

stock split) of the outstanding shares of Common Stock into a smaller number of shares, or reclassification of shares of Common Stock

into any shares of the Company’s capital stock).

Liquidation

Upon

liquidation, the Series C Preferred Stock ranks senior to the Common Stock, pari passu with the Company’s existing series of preferred

stock, and junior only to securities expressly designated as senior.

Transfer

Agent and Registrar

The

transfer agent and registrar for our Common Stock is VStock Transfer, LLC.

Indemnification

of Directors and Officers

Section

102 of the DGCL permits a corporation to eliminate the personal liability of directors and officers of a corporation to the corporation

or its stockholders for monetary damages for a breach of fiduciary duty as a director or officer, except where the director breached

his duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, obtained an improper

personal benefit, in the case of a director, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware

corporate law, or in the case of an officer, a breach of fiduciary duty in any action by or in the right of the corporation. The Company’s

certificate of incorporation, as amended, provides that no director or officer shall be personally liable to it or its stockholders for

monetary damages for any breach of fiduciary duty as a director or officer to the fullest extent permitted by the DGCL.

Section

145 of the DGCL provides that a corporation has the power to indemnify a director, officer, employee, or agent of the corporation, or

a person serving at the request of the corporation for another corporation, partnership, joint venture, trust or other enterprise in

related capacities against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably

incurred by the person in connection with an action, suit or proceeding to which he was or is a party or is threatened to be made a party

to any threatened, ending or completed action, suit or proceeding by reason of such position, if such person acted in good faith and

in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal action or proceeding,

had no reasonable cause to believe his conduct was unlawful, except that, in the case of actions brought by or in the right of the corporation,

no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable

to the corporation unless and only to the extent that the Court of Chancery or other adjudicating court determines that, despite the

adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity

for such expenses which the Court of Chancery or such other court shall deem proper.

The

Company’s certificate of incorporation, as amended, and second amended and restated bylaws provide for indemnification of

directors and officers to the fullest extent permitted by law, including payment of expenses in advance of resolution of any such

matter.

The

Company has entered into separate indemnification agreements with its directors and executive officers. These agreements, among other

things, require the Company to indemnify each director and executive officer to the fullest extent permitted by applicable law, against

all expenses (including, but not limited to, damages, judgments, fines, penalties, settlements and costs, attorneys’ fees and disbursements

and costs of attachment or similar bond, investigations, and any other expenses paid or incurred in connection with investigating, defending,

being a witness in, participating in (including on appeal), or preparing for any of the foregoing in) arising out of the person’s

services as a director, executive officer, employee or agent of the Company.

The

Company maintains standard policies of insurance under which an aggregate of up to $15.0 million coverage is provided (i) to its directors

and officers against loss rising from claims made by reason of breach of duty or other wrongful act, and (ii) to the Company with respect

to payments which we may make to such officers and directors pursuant to the above indemnification provision or otherwise as a matter

of law.

Insofar

as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling

us under the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy

as expressed in the Securities Act and is therefore unenforceable.

Item

8.01 Other Events.

June 30, 2026, the Company issued a press release announcing the closing of the Merger. A copy

of the press release is filed as Exhibit 99.3 to this Current Report on Form 8-K.

The

Common Stock began trading on the Nasdaq Stock Market LLC under the new ticker symbol “HODO” as of July 1, 2026.

Forward-Looking

Statements

This

Form 8-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended

(“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). In particular,

statements contained in this Form 8-K, including but not limited to, statements regarding the sufficiency of our cash, our ability to

finance our operations and business initiatives and obtain funding for such activities; our future results of operations and financial

position, business strategy and plan prospects, or costs and objectives of management for future acquisitions, are forward looking statements.

These forward-looking statements relate to our future plans, objectives, expectations and intentions and may be identified by words such

as “may,” “will,” “should,” “expects,” “plans,” “anticipates,”

“intends,” “targets,” “projects,” “contemplates,” “believes,” “seeks,”

“goals,” “estimates,” “predicts,” “potential” and “continue” or similar words.

Readers are cautioned that these forward-looking statements are based on our current beliefs, expectations and assumptions and are subject

to risks, uncertainties, and assumptions that are difficult to predict, including those identified under Part II, Item lA. “Risk

Factors” and elsewhere in the Company’s most recently filed Quarterly Report on Form 10-Q. Therefore, actual results may

differ materially and adversely from those expressed, projected or implied in any forward-looking statements. We undertake no obligation

to revise or update any forward-looking statements for any reason.

(d)

Exhibits

Exhibit

No.

Description

2.1*

Merger Agreement, dated as of October 12, 2025, by and among Brag House Holdings, Inc., House of Doge, Inc., and Brag House Merger Sub, Inc. (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on October 17, 2025).

2.2

Amendment No. 1 to Merger Agreement by and among Brag House Holdings, Inc., Brag House Merger Sub, Inc. and House of Doge Inc., dated as of November 26, 2025 (incorporated herein by reference to Annex A to the Company’s Registration Statement on Form S-4, File No. 333-291903).

2.3

Amendment No. 2 to Merger Agreement by and among Brag House Holdings, Inc., Brag House Merger Sub, Inc. and House of Doge Inc., dated as of February 2, 2026 (incorporated herein by reference to Annex A to the Company’s Registration Statement on Form S-4, File No. 333-291903).

2.4

Amendment No. 3 to Merger Agreement by and among Brag House Holdings, Inc., Brag House Merger Sub, Inc. and House of Doge Inc., dated as of March 26, 2026 (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on April 1, 2026).

2.5

Amendment No. 4 to Merger Agreement by and among Brag House Holdings, Inc., Brag House Merger Sub, Inc. and House of Doge Inc., dated as of May 11, 2026 (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on May 15, 2026).

2.6*

Amendment

No. 5 to Merger Agreement by and among Brag House Holdings, Inc., Brag House Merger Sub, Inc. and House of Doge Inc., dated as of

June 15, 2026 (incorporated herein by reference to Exhibit 2.5 to the Company’s Current Report on Form 8-K filed on July 7, 2026).

3.1

Certificate

of Designation of Series C Convertible Preferred Stock of Brag House Holdings, Inc., effective December 11, 2025 (incorporated herein

by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 17, 2025).

3.2

Certificate of Amendment to Certificate of Incorporation of Brag House Holdings, Inc., effective June 30, 2026 (incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on July 7, 2026).

99.1

Unaudited Pro Forma Condensed Combined Financial Statements of the

Company as of March 31, 2026

99.2

Audited Consolidated Financial Statements of House of Doge Inc. for the year ended March 31, 2026

99.3

Press

Release dated June 30, 2026 (incorporated herein by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K filed on July 7, 2026).

104

Cover

Page Interactive Data File (embedded with the Inline XBRL document).

* The

exhibits and/or schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant

agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request.

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 hereunto duly authorized.

Date:

September 14, 2026

HOUSE

OF DOGE INC.

By:

/s/

Marco Margiotta

Name:

Marco

Margiotta

Title:

Chief

Executive Officer

EX-99.1 — UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS OF THE COMPANY AS OF MARCH 31, 2026

EX-99.1

Filename: ea030534501ex99-1.htm · Sequence: 2

Exhibit 99.1

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL

STATEMENTS

Introduction

The following unaudited pro forma condensed combined

financial information has been prepared to illustrate the effects of the transactions contemplated by the Merger Agreement.

On June 30, 2026 (the “Closing Date”),

Brag House Holdings Inc. (“Legal Acquirer”) completed the transactions contemplated by the Merger Agreement, dated October

12, 2025, as amended (the “Merger Agreement”), by and among Brag House Holdings, Inc. (“Brag House”), House of

Doge Inc., a Texas corporation (“Legacy House of Doge” or “HOD”), and Brag House Merger Sub, Inc., a Delaware

corporation and wholly owned subsidiary of Brag House (“Merger Sub”) (collectively, the “Transaction”).

Pursuant to the Merger Agreement, Merger Sub merged

with and into Legacy House of Doge, with Legacy House of Doge continuing as the surviving corporation and becoming a wholly owned subsidiary

of Brag House. In connection with the closing of the Merger, Brag House changed its corporate name to “House of Doge Inc.”

Unless the context otherwise requires, references to the “Company” following the Merger refer to House of Doge Inc., formerly

known as Brag House Holdings, Inc., together with its consolidated subsidiaries. The Company’s common stock commenced trading on

Nasdaq under the symbol “HODO” on July 1, 2026.

For accounting purposes, the Transaction is accounted

for as a reverse recapitalization in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). House of

Doge has been determined to be the accounting acquirer and Brag House has been determined to be the accounting acquiree. Because Brag

House does not meet the definition of a business under ASC Topic 805, Business Combinations, the Transaction will not be accounted for

as a business combination.

Accordingly, the Transaction will be treated as

the equivalent of House of Doge issuing equity interests in exchange for the net assets of Brag House, accompanied by a recapitalization.

The net assets of Brag House will be recognized at their historical carrying amounts, with no goodwill or other intangible assets recognized

as a result of the Transaction. Following the Transaction, the consolidated financial statements of the Combined Company will represent

a continuation of the financial statements of House of Doge, with the equity structure of the Combined Company reflected in accordance

with the terms of the Transaction.

The unaudited pro forma combined financial information

was derived from and should be read in conjunction with, the following historical financial statements and the accompanying notes, which

are included in this Form 8-K:

● the historical audited consolidated financial

statements of House of Doge as of and for the year ended March 31, 2026;

● the historical unaudited condensed consolidated

financial statements of Brag House as of and for the three months ended March 31, 2025;

● the historical audited consolidated financial

statements of Brag House as of and for the year ended December 31, 2025; and

● the historical unaudited condensed consolidated

financial statements of Brag House as of and for the three months ended March 31, 2026.

The unaudited pro forma condensed combined financial

information should also be read together with other financial information included elsewhere in this Form 8-K.

The unaudited pro forma condensed combined financial

information is presented for illustrative purposes only and does not indicate the financial position or results of operations of the combined

company that would have been realized had the merger been completed at the beginning of each period presented.

The pro forma adjustments are preliminary and

are subject to change as additional information becomes available and as additional analysis is performed. The unaudited pro forma condensed

combined financial information also does not consider other risk factors. Certain transaction accounting adjustments remain preliminary

pending completion of management’s analysis of transaction costs and financing arrangements. Management expects to finalize its

analysis by year-end March 31, 2027.

Basis of presentation and timing

The unaudited pro forma condensed combined balance

sheet as of March 31, 2026 combines the historical balance sheets of Brag House and House of Doge as if the Transaction had been consummated

on March 31, 2026.

The unaudited pro forma condensed combined statements

of operations for the year ended March 31, 2026 combine the historical statements of operations of Brag House and House of Doge as if

the Transaction had been consummated on April 1, 2025. Since Brag House had a December 31st year-end, the pro forma condensed

combined statement of operations for April 1, 2025 to March 31, 2026 was derived from Brag House’s year-end December 31, 2025 results,

minus the three months ended March 31, 2025 results, plus the three months ended March 31, 2026 results.

The unaudited pro forma condensed combined financial

information has been prepared in accordance with Article 11 of Regulation S-X and reflects Transaction Accounting Adjustments that management

believes are necessary to present the effects of the Transaction in accordance with U.S. GAAP. The pro forma adjustments are based on

currently available information and assumptions that management believes are reasonable under the circumstances. Management has elected

not to present reasonable estimable synergies and other transaction effects that have occurred or are reasonably expected to occur. Management

will only be presenting Transaction Accounting Adjustments in the following unaudited pro forma condensed combined financial information.

In addition, there were no accounting policies that were changed because of inconsistency between House of Doge and Brag House.

Article 11 requires Transaction Accounting Adjustments

to reflect the accounting for the transaction under U.S. GAAP, including the related statement-of-operations effects.

The unaudited pro forma condensed combined financial

information is presented for illustrative purposes only and is not necessarily indicative of the financial position or results of operations

that would have occurred had the Transaction been completed on the dates indicated, nor is it necessarily indicative of the future financial

position or results of operations of the Combined Company.

Unaudited Pro Forma Condensed Combined Statement of Financial Position

March 31, 2026

(In United States dollars)

House of

Doge Inc.

Consolidated

Brag House

Holdings, Inc.

Consolidated

Pro Forma

Adjustments

Pro Forma

Combined

ASSETS

Current assets

Cash and cash equivalents

$ 2,836,291

$ 138,130

$ -

$ 2,974,421

Accounts receivable, net

129,268

9,324,644

(9,324,644 )

(C)

$ 129,268

Short-term investments - related party

1,657,714

$ 1,657,714

Short-term investments

370,296

$ 370,296

Prepaid expenses and other current assets

2,062,400

445,617

(900,834 )

(B)

$ 1,607,183

7,055,969

9,908,391

(10,225,478 )

6,738,882

Non-current assets

Long-term investments - related party

235,024

$ 235,024

Long-term investments

8,327,304

1,424,000

$ 9,751,304

Deferred offering costs

1,000,000

$ 1,000,000

Property and equipment, net

34,994

$ 34,994

Intangible assets, net

6,144,395

$ 6,144,395

Total assets

$ 21,797,686

$ 12,332,391

(10,225,478 )

$ 23,904,599

LIABILITIES

Current liabilities

Accounts payable and accrued liabilities

$ 2,555,558

$ 3,600,411

$ 6,155,969

Short-term debt - related party

55,456

$ 55,456

Short-term debt

9,324,031

(9,324,644 )

(C)

$ (613 )

Convertible debt

1,749,441

$ 1,749,441

Commitment fee payable

1,000,000

$ 1,000,000

Current portion of license contract liability

2,400,000

$ 2,400,000

14,335,045

6,349,852

(9,324,644 )

11,360,253

Long-term liabilities

Warrant liability

3,869,638

$ 3,869,638

License contract liability

4,315,438

$ 4,315,438

Total liabilities

18,650,483

10,219,490

(9,324,644 )

19,545,329

STOCKHOLDERS’ EQUITY

Series B preferred stock

(1 )

(A)

$ -

Common stock

2,394

(2,394 )

(A)

$ -

Additional paid-in capital

46,301,293

34,196,801

(32,984,734 )

(A), (B)

$ 47,513,360

Accumulated other comprehensive income (loss)

197,766

(15,179 )

15,179

(A)

$ 197,766

Retained earnings (accumulated deficit)

(43,351,856 )

(32,071,116 )

32,071,116

(A)

$ (43,351,856 )

Total stockholders’ equity

3,147,203

2,112,901

(900,834 )

4,359,270

Total liabilities and stockholders’ equity

$ 21,797,686

$ 12,332,391

(10,225,478 )

$ 23,904,599

See the accompanying

notes to the Unaudited Pro Forma Condensed Combined Financial Information

Unaudited Pro Forma Condensed

Combined Statement of Loss and Comprehensive Loss

For the Year Ended

March 31, 2026

(In United States dollars,

except for per share data)

House of

Doge Inc.

Consolidated

Brag House

Holdings Inc.

Consolidated

Pro Forma

Adjustments

Pro Forma

Combined

Revenue

$ 138,433

Revenue from related party

5,127,103

$ 5,127,103

Total Revenue

5,265,536

$ 5,265,536

Operating expenses

Advertising and marketing

3,487,983

597,086

$ 4,085,069

Professional and legal

770,777

2,824,934

$ 3,595,711

General and administrative

28,735,763

5,598,464

$ 34,334,227

Other (income) loss

(42,897,067 )

(49,251 )

$ (42,946,318 )

Depreciation of property and equipment

6,920

$ 6,920

Amortization of intangible assets

1,602,886

$ 1,602,886

Change in fair value of digital assets

(970,018 )

$ (970,018 )

Change in fair value of equity guarantee liability

255,797

$ 255,797

Change in fair value of investments

44,452,444

2,576,000

$ 47,028,444

Change in fair value of warrants and convertible debt

3,831,579

$ 3,831,579

Impairment of assets

2,563,021

$ 2,563,021

Share of loss from equity method investee

2,633,106

$ 2,633,106

Total operating expenses

40,641,612

15,378,812

56,020,424

Operating loss

(35,376,076 )

(15,378,812 )

(50,754,888 )

Other expense (income)

Finance expense - net

1,456,949

977,117

$ 2,434,066

Foreign exchange loss (gain)

27,080

(188 )

$ 26,892

Total other expense

1,484,029

976,929

2,460,958

Net loss for the period

$ (36,860,105 )

$ (16,355,741 )

$ -

$ (53,215,846 )

Gain on change in fair value of investment

192,738

$ 192,738

Foreign currency translation adjustment

5,028

$ 5,028

Net comprehensive loss for the period

$ (36,662,339 )

$ (16,355,741 )

$ -

$ (53,018,080 )

Net loss per common share - basic & diluted

$ (0.11 )

$ (1.04 )

$ (0.70 )

Weighted average shares outstanding - basic & diluted (see Note 3)

336,590,103

15,661,417

75,902,985

See the accompanying notes to the Unaudited Pro Forma Condensed Combined Financial Information

Note

1 — Accounting for the Transaction

The Transaction is accounted for as a reverse

recapitalization under U.S. GAAP. Although Brag House is the legal acquirer in the Transaction, House of Doge has been determined to be

the accounting acquirer based on an evaluation of the facts and circumstances of the Transaction, including relative voting rights, composition

of the governing body, composition of senior management, relative size and other applicable factors.

Brag House does not meet the definition of a business

under ASC 805 because substantially all the fair value of the gross assets acquired is concentrated in one identifiable asset (“screen

test”). As a result, the Transaction does not constitute a business combination and will be accounted for as a reverse recapitalization.

Under this method of accounting, the Transaction will be treated as the equivalent of House of Doge issuing equity interests for the net

assets of Brag House, accompanied by a recapitalization.

The net assets of Brag House will be recognized

at their historical carrying amounts, and no goodwill or other intangible assets will be recognized. The historical financial statements

of the Combined Company following the Transaction will represent a continuation of the historical financial statements of House of Doge,

except that the equity structure will be retrospectively adjusted, as applicable, to reflect the legal equity structure of the Combined

Company.

On June 1, 2026 and prior to the completion

of the Merger, Brag House effected a 1-for-8 reverse stock split of its outstanding shares of common stock pursuant to a Certificate

of Amendment to its Certificate of Incorporation filed with the Secretary of State of the State of Delaware on May 29, 2026. The

reverse stock split was approved by the Brag House’s stockholders at a special meeting held on April 7, 2026, which authorized

the Brag House’s Board of Directors to implement a reverse stock split within a range of 1-for-5 to 1-for-50.

The Board subsequently approved a 1-for-8 reverse stock split.

The reverse stock split became effective on June

1, 2026, and Brag House’s common stock began trading on a split-adjusted basis on The Nasdaq Capital Market under the existing ticker

symbol, “TBH” at the opening of trading on the same date.

As a result of the reverse stock split, every

eight issued and outstanding shares of common stock were automatically combined into one share of common stock. The reverse stock split

did not affect the number of authorized shares of common stock or the par value of the common stock. No fractional shares were issued

in connection with the reverse stock split. Stockholders who otherwise would have been entitled to receive a fractional share received

a cash payment in lieu of such fractional share.

The reverse stock split also resulted in proportionate

adjustments to the number of shares of common stock issuable upon the exercise or conversion of the Company’s outstanding equity

awards, warrants, convertible securities, and other equity-linked instruments, as well as corresponding adjustments to the applicable

exercise or conversion prices, in accordance with the terms of the respective instruments.

The following table summarizes the common shares

and Series C preferred shares issued in connection with the Transaction:

Share reconciliation

Common

Series C

preferred

Legacy House of Doge balance as of March 31, 2026, as retrospectively recast

74,250,000

—

Common-share equivalents delivered in Series C preferred form

(10,248,274 )

2.049643

Settlement of vested Legacy House of Doge RSUs at the Merger

6,361,978

0.002180

Legacy Brag House common shares included at the Merger

5,539,281

—

Balance, June 30, 2026

75,902,985

2.051823

A total of 10,248,274 shares of HOD common stock

were converted into series C preferred stock at an exchange ratio of 1:5,000,000.

Prior to the transaction, Brag House incurred

transaction costs of $3,112,707 consisting primarily of legal fees. Brag House recognized these costs as listing or transaction expenses

in its separate pre-Merger financial records.

Legacy House of Doge incurred $900,834 of transaction

costs directly attributable to the reverse recapitalization. These costs were recorded as a reduction of additional paid-in capital and

reduced the additional paid-in capital recognized in connection with the net assets acquired.

Note 2 - Pro forma adjustments

The pro forma adjustments included in the unaudited

pro forma condensed combined financial information are based on currently available information and assumptions that management believes

are reasonable. The adjustments reflect the accounting for the Transaction in accordance with U.S. GAAP and are described below.

(A): Reflects the recapitalization of Brag House’s

historical equity by eliminating balances in Brag House’s series B preferred stock, common stock, additional paid-in capital, accumulated

other comprehensive loss and accumulated deficit. This is offset by Brag House’s assumed net asset contribution of $2.11 million

reflected additional paid-in capital.

(B): To reclass the accounting acquirer’s transaction

costs $0.90 million to additional paid-in capital.

(C): To eliminate House of Doge Inc.’s (accounting

acquirer) short-term debt with Brag House Holdings, Inc. (accounting acquiree) upon the close of the Merger.

Note 3 – Loss per share

Represents the net loss per share calculated using

the historical weighted average shares outstanding and the issuance of additional shares in connection with the reverse recapitalization,

assuming the shares were outstanding since April 1, 2025.

As the reverse recapitalization is being reflected

as if it had occurred at the beginning of the period presented, the calculation of weighted average shares outstanding for basic and diluted

net loss per share assumes that the shares issuable relating to the reverse recapitalization have been outstanding for the entire period

presented.

The unaudited pro forma condensed combined financial

information has been prepared based on the following information:

For the Year

Ended

March 31,

2026

Pro forma net loss

$ (53,215,846 )

Weighted average shares outstanding – basic & diluted

75,902,985

Net loss per share – basic & diluted

$ (0.70 )

Weighted average shares outstanding – basic & diluted:

Legacy HOD balance as of March 31, 2026, as retroactively recast

74,250,000

Common share equivalents delivered in Series C preferred form

(10,248,274 )

Settlement of vested Legacy HOD RSUs at the Merger

6,361,978

Legacy Brah House common shares included at the Merger

5,539,281

Total:

75,902,985

EX-99.2 — AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF HOUSE OF DOGE INC. FOR THE YEAR ENDED MARCH 31, 2026

EX-99.2

Filename: ea030534501ex99-2.htm · Sequence: 3

Exhibit 99.2

HOUSE OF DOGE INC.

Audited Consolidated Financial Statements

For the year ended March 31, 2026

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

FIRM

To the Shareholders and Directors of

House of Doge Inc.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated

statements of financial position of House of Doge Inc. (the “Company”) as of March 31, 2026 and 2025, and the related consolidated

statements of loss and comprehensive loss, changes in stockholders’ equity, and cash flows for the year ended March 31, 2026 and

the period from incorporation on January 13, 2025 to March 31, 2025, and the related notes (collectively referred to as the “financial

statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company

as of March 31, 2026 and 2025, and the results of its operations and its cash flows the year ended March 31, 2026 and the period from

incorporation on January 13, 2025 to March 31, 2025, in conformity with accounting principles generally accepted in the United States

of America.

Going Concern

The accompanying financial statements have been

prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the entity has

suffered recurring losses from operations and has a working capital deficit that raise substantial doubt about its ability to continue

as a going concern. Management’s plans in regard to these matters are also described in Note 3. The financial statements do not include

any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility

of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We are

a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required

to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations

of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the

standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s

internal control over financial reporting. Accordingly, we express no such opinion.

DAVIDSON & COMPANY LLP

1200 – 609 Granville

Street

1020 – 10201 Southport Rd

davidson-co.com

PO BOX 10372, Pacific Centre

Calgary, AB T2W 4X9

Vancouver, BC V7Y 1G6

T 403 259 4519

T 604 687 0947

Our audits included performing procedures to assess the risks

of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those

risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the Company’s auditor since 2025.

/s/ DAVIDSON & COMPANY LLP

Chartered Professional Accountants

Vancouver, Canada

August 14, 2026

House of Doge Inc.

Audited Consolidated Statement of Financial Position

(In United States dollars, except for per share data)

As of

March 31,

2026

March 31,

2025

ASSETS

Current assets

Cash

$ 2,836,291

$ 4,412,892

Digital assets

1,725,762

Accounts receivable, net

129,268

Prepaid expenses and other current assets

2,062,400

768,131

Short-term investments - related party

1,657,714

Short-term investments

370,296

Total current assets

7,055,969

6,906,785

Non-current assets

Property and equipment, net

34,994

Intangible assets, net

6,144,395

7,747,281

Long-term investments - related party

235,024

Long-term investments

8,327,304

2,750,000

Total assets

$ 21,797,686

$ 17,404,066

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities

Accounts payable and accrued liabilities

$ 2,555,558

$ 365,703

Equity guarantee liability

799,364

Current portion of license contract liability

2,400,000

Related-party debt

55,456

Short-term debt

9,324,031

Total current liabilities

14,335,045

3,565,067

Long-term liabilities

License contract liability

4,315,438

5,459,008

Total liabilities

18,650,483

9,024,075

Stockholders’ equity

Common stock subscribed but unissued

11,861,742

Common stock, no par value, 2,000,000,000 authorized (1,000,000,000 voting and 1,000,000,000 nonvoting common stocks), 329,929,374 issued and outstanding as at March 31, 2026

Additional paid-in capital

46,301,293

540,001

Accumulated other comprehensive income

197,766

Retained earnings (accumulated deficit)

(43,351,856 )

(4,021,752 )

Total stockholders’ equity

3,147,203

8,379,991

Total liabilities and stockholders’ equity

$ 21,797,686

$ 17,404,066

The accompanying notes are an integral part

of the Audited Consolidated Financial Statements

House of Doge Inc.

Audited Consolidated Statement of Loss and Comprehensive Loss

(In United States dollars, except for per share data)

For the Year

Ended

March 31,

2026

January 13,

2025

(incorporation)

to March 31,

2025

Revenue

$ 138,433

$ -

Revenue from related-party

5,127,103

Total revenue

5,265,536

Operating expenses

Professional and legal

770,777

427,545

Advertising and marketing

3,487,983

1,063,531

General and administrative

28,735,763

1,330,133

Depreciation of property and equipment

6,920

Amortization of intangible assets

1,602,886

267,148

Change in fair value of digital assets

(970,018 )

24,277

Change in fair value of equity guarantee liability

255,797

796,167

Change in fair value of investments

44,452,444

Impairment of assets

2,563,021

Share of loss (gain) from equity-method investee

2,633,106

Other (income) loss

(42,897,067 )

(40 )

Total operating expenses

40,641,612

3,908,761

Operating loss

35,376,076

3,908,761

Other expense

Finance expense

1,456,949

112,991

Foreign exchange loss

27,080

Total other expenses

1,484,029

112,991

Net loss for the period

$ 36,860,105

$ 4,021,752

Other comprehensive income

Gain on change in fair value of investment

(192,738 )

Foreign currency translation adjustment

(5,028 )

Net comprehensive loss for the period

36,662,339

4,021,752

Weighted average number of shares of common stock outstanding, basic and diluted

336,590,103

3,333,334

Net loss per share, basic and diluted

$ (0.11 )

$ (1.21 )

The accompanying notes are an integral part

of the Audited Consolidated Financial Statements.

House of Doge Inc.

Audited Consolidated Statement of Changes in Stockholders’ Equity

(In United States dollars, except for per share data)

Common stock

Additional

paid-in

Common

stock

subscribed

Retained

earnings

(accumulated

Accumulated

other

comprehensive

Total

stockholders’

equity

For the Year Ended March 31, 2026

Amount

capital

but unissued

deficit)

income

(deficit)

Balance, March 31, 2025

270,000,001

$ -

$ 540,001

$ 11,861,742

$ (4,021,752 )

$ -

$ 8,379,991

Issuance of common stock for proceeds

20,090,339

12,450,000

Issuance of common stock for services

7,341,818

1,456,000

Issuance of common stock for licensing agreement

1,598,731

1,055,162

Issuance of common stock subscribed in advance

45,898,485

11,861,742

(11,861,742 )

Repurchase of shares

(15,000,000 )

(30,000 )

(2,469,999 )

(2,499,999)

Share-based compensation

18,968,388

Other comprehensive income

197,766

Loss for the period

(36,860,105 )

Balance, March 31, 2026

329,929,374

$ -

$ 46,301,293

$ -

$ (43,351,856 )

$ 197,766

$ 3,147,203

Common stock

From January 13, 2025 (incorporation) to March 31, 2025

Amount

Additional

paid-in

capital

Common

stock

subscribed

but unissued

Retained

earnings

(accumulated

deficit)

Accumulated

other

comprehensive

income

Total

stockholders’

equity

Balance, January 13, 2025

$ -

Issuance of incorporator stock

Issuance of common stock for proceeds

232,000,000

464,000

Issuance of common stock for services

5,300,000

10,600

Issuance of common stock for licensing agreement

32,700,000

65,400

Issuance of common stock subscribed in advance

11,861,742

Loss for the period

(4,021,752 )

Balance, March 31, 2025

270,000,001

$ -

$ 540,001

$ 11,861,742

$ (4,021,752 )

$ -

$ 8,379,991

The accompanying notes are an integral part

of the Audited Consolidated Financial Statements.

House of Doge Inc.

Audited Consolidated Statement of Cash Flows

(In United States dollars, except for per share data)

For the Year

Ended

March 31,

2026

From January 13,

2025 (incorporation)

to March 31,

2025

Cash flows from operating activities

Loss for the period

$ (36,860,105 )

$ (4,021,752 )

Adjustments for:

Depreciation of property and equipment

6,920

Amortization of intangibles

1,602,886

267,148

Share-based compensation

18,968,388

Common stock issued for services

1,456,000

1,351,842

Finance expense

1,506,894

113,136

Change in fair value of digital assets

(970,018 )

24,277

Change in fair value of equity guarantee liability

255,797

796,167

Change in fair value of investments

44,452,444

Share of loss (gain) from equity-method investee

2,633,106

Impairment of assets

2,563,021

Other income and revenue (non-cash)

(47,173,169 )

Change in non-cash working capital items:

Accounts receivable, net

(129,268 )

Prepaid expenses and other current assets

(1,294,269 )

(768,131 )

Accounts payable and accrued liabilities

2,189,855

365,743

Net cash used in operating activities

(10,791,518 )

(1,871,570 )

Cash flows from investing activities

Purchase of property and equipment

(41,914 )

Purchase of investments - related party

(1,200,000 )

Purchase of investments

(10,646,237 )

(2,750,000 )

Proceeds from sale of investments

2,500,000

(200,000 )

Purchase of digital assets

(3,906,491 )

(1,750,039 )

Payment of license liability

(2,400,000 )

Proceeds from sale of digital assets

5,826,124

Net cash used in investing activities

(9,868,518 )

(4,700,039 )

Cash flows from financing activities

Proceeds from issuance of common stock

12,450,000

464,001

Proceeds from stock to be issued

10,520,500

Proceeds from short-term debt

15,644,000

Proceeds from related-party debt

55,127

Repayment of short-term debts

(6,570,104 )

Purchase of own shares (share buy-back)

(2,499,999 )

Net cash provided by financing activities

19,079,024

10,984,501

Effect of foreign exchange translation on cash

4,411

Net decrease in cash and cash equivalents

(1,576,601 )

4,412,892

Cash and cash equivalents, beginning of period

4,412,892

Cash and cash equivalents, end of period

$ 2,836,291

$ 4,412,892

Supplemental cash flow information

Cash paid for interest

$ 249,021

$ -

Non-cash transactions:

Stock issued for services

1,456,000

10,600

Stock issued for licensing agreement

1,055,162

65,400

Stock issued for advance subscriptions

11,861,742

1,341,242

Prefunded warrants recorded as deferred revenue

41,700,044

Digital assets paid for investments

6,256,209

Fair value change in convertible notes

192,738

Measurement of license contract liability

7,945,832

Initial measurement of equity guarantee liability

$ -

$ 3,197

The accompanying notes are an integral part

of the Audited Consolidated Financial Statements.

House of Doge Inc.

Notes to the Audited Consolidated Financial Statements

(In United States dollars, except for per share data)

1. Organization and Business overview

House of Doge Inc. (the “Company”

or “HOD”) was incorporated under the laws of the State of Texas on January 13, 2025 and commenced its principal operations

on that date. The Company’s fiscal year ends on March 31. As of March 31, 2026, the Company conducted its operations directly and

through its wholly owned subsidiaries, Dogecoin Ventures Inc., The Official Dogecoin Treasury and Reserve Inc. and House of Doge Canada

Inc. The Company’s principal executive office is located at 261 NE 61st Street, Miami, Florida 33137.

Through a strategic Trademark License

agreement entered into by the Company and the Dogecoin Foundation on January 31, 2025, as amended and restated on May 7, 2025, and as

further amended on June 25, 2025 (the “Dogecoin Foundation Agreement”), the Company has become the official corporate arm

of the Dogecoin Foundation, serving as its exclusive commercialization partner.

The Company is committed to advancing

Dogecoin (“DOGE”) as a widely accepted and decentralized global digital currency through infrastructure investments needed

to integrate DOGE into everyday commerce and through cultural partnerships. House of Doge is currently building secure, scalable, and

efficient systems for real-world use that includes digital payments and financial products, as well as real-world asset tokenization.

The Dogecoin Foundation Agreement

grants the Company an exclusive, royalty-bearing license to use certain trademarks, including the DOGE mark, for the manufacture, sale

and distribution of licensed goods and services worldwide. The Company is required to pay a 5% royalty on all net sales generated through

the sale of licensed products. The Dogecoin Foundation Agreement also stipulates a minimum aggregate royalty payment of $200,000 per

month for the first five years, payable monthly in advance.

The Company in partnership with 21

Shares has supported the launch of 21 Shares’ Dogecoin exchange traded product that is currently listed on the SIX Swiss Exchange,

as well as the 21Shares Dogecoin ETF (Nasdaq: TDOG) in the United States that was launched in January 2026. HOD continues to earn support

service fees from its partnership with 21 Shares on the exchange traded products.

HOD has also made strategic equity

investments and sponsorship deals in each of HC Sierre Hockey Club, a professional ice hockey team competing in the Swiss League, U.S.

Triestina Calcio 1918, a professional football (soccer) club competing in the Series C Italian football league, and most recently in

the newly formed Milano Hockey Club, a professional hockey club that will compete in the ICE Hockey League in Europe. Each of these investments

advances HOD’s long-term real-world asset expansion strategy, as well as bringing digital and cryptocurrency innovations, new models

of fan ownership, and community-aligned infrastructure into professional sports.

On October 12, 2025, the Company entered

into a merger agreement with Brag House Holdings, Inc. and Brag House Merger Sub, Inc. The transaction had not closed as of March 31,

2026. On June 30, 2026, subsequent to year-end, the merger was completed, the public parent changed its name from Brag House Holdings,

Inc. to House of Doge Inc., and the Texas corporation became a wholly owned subsidiary of the public parent. The common stock of the

combined company began trading on The Nasdaq Stock Market under the ticker symbol HODO on July 1, 2026.

2. Summary of Significant Accounting Policies and Recent

Accounting Pronouncements

a) Basis of Presentation

The accompanying consolidated financial

statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S.

GAAP”) and include the accounts of House of Doge Inc. (the “Company”) and its consolidated subsidiaries. The consolidated

financial statements have been prepared on a going-concern basis. Unless otherwise indicated, amounts are presented in United States

dollars.

The Company was incorporated on January

13, 2025 and commenced its principal operations on that date. Accordingly, the consolidated balance sheets present the Company’s financial

position as of March 31, 2026 and March 31, 2025, while the consolidated statements of operations and comprehensive loss, stockholders’

equity and cash flows present a full fiscal year for the year ended March 31, 2026 and the period from incorporation on January 13, 2025

through March 31, 2025 for the comparative period. References in the consolidated financial statements and accompanying notes to the

period ended March 31, 2025 refer to that period from incorporation. Because the comparative period represents less than a full fiscal

year, the operating results and cash flows for the two periods are not directly comparable.

House of Doge Inc.

Notes to the Audited Consolidated Financial Statements

(In United States dollars, except for per share data)

The accompanying notes form an integral

part of the consolidated financial statements and include the disclosures required for annual financial statements prepared in conformity

with U.S. GAAP.

b) Basis

of Consolidation

The consolidated financial statements

include the accounts of the Company and its wholly owned subsidiaries, Dogecoin Ventures Inc., The Official Dogecoin Treasury and Reserve

Inc. and House of Doge Canada Inc. All significant intercompany accounts, balances and transactions have been eliminated in consolidation.

The Company consolidates a legal entity

when it has a controlling financial interest in that entity. For entities evaluated under the voting-interest model, a controlling financial

interest generally exists when the Company owns, directly or indirectly, more than 50% of the outstanding voting interests or otherwise

has the ability to control the entity. The Company also evaluates its interests in legal entities under the variable-interest-entity

model. A variable interest entity is consolidated when the Company is its primary beneficiary because the Company has both (i) the power

to direct the activities that most significantly affect the entity’s economic performance and (ii) the obligation to absorb losses or

the right to receive benefits that could potentially be significant to the entity.

Subsidiaries are included in the consolidated

financial statements from the date control is obtained and cease to be consolidated when control is lost. Investments over which the

Company has the ability to exercise significant influence, but not control, are accounted for using the equity method. Other investments

are accounted for under the applicable U.S. GAAP guidance based on the nature and terms of the instrument. Refer to the Investments note

for additional information regarding the Company’s non-consolidated investments.

c) Use

of Estimates

The preparation of consolidated financial

statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts

of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements,

and the reported amounts of revenue and expenses during the reporting periods.

Significant estimates and judgments

include, but are not limited to, the Company’s assessment of its ability to continue as a going concern; revenue recognition, including

variable and noncash consideration, principal-versus-agent conclusions, contract modifications and the release of contract liabilities;

expected credit losses on accounts receivable; the classification and fair value of equity securities, debt securities and warrant assets;

significant unobservable inputs used in Level 3 fair value measurements; equity-method accounting, purchase-date basis differences and

impairment of equity-method investments; the fair value of digital assets; share-based compensation; useful lives and impairment of intangible

assets; the present value and classification of the license contract liability; recoverability of prepaid assets and investment-related

deposits; accounting for debt instruments and related financing costs; income taxes; and accrued liabilities and contingencies.

Management bases its estimates on

historical experience, observable market information, current economic and market conditions, forecasts and other assumptions that it

believes are reasonable under the circumstances. Estimates and assumptions are reviewed on an ongoing basis. Revisions to accounting

estimates are recognized prospectively in the period in which the estimate is revised and in any future periods affected. Actual results

may differ from these estimates, and such differences could be material to the consolidated financial statements.

House of Doge Inc.

Notes to the Audited Consolidated Financial Statements

(In United States dollars, except for per share data)

d) Significant

Accounting Policies

The significant accounting policies

used by the Company are as follows:

(i) Revenue

Recognition

The Company recognizes revenue in

accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers. Revenue is recognized

when, or as, the Company satisfies a performance obligation by transferring control of promised services to a customer in an amount that

reflects the consideration to which the Company expects to be entitled. The Company applies the five-step revenue model by identifying

the contract and performance obligations, determining and allocating the transaction price, and recognizing revenue as the performance

obligations are satisfied.

Service arrangements

and variable consideration

The Company’s revenue arrangements

principally consist of discretionary asset management services, exchange-traded product and exchange-traded fund (“ETP/ETF”)

support services, and strategic advisory services. Integrated management, advisory, licensing, marketing, operational and other stand-ready

support activities that are not separately identifiable are accounted for as a single performance obligation, or as a series of substantially

similar services, satisfied over time because the customer receives and consumes the benefits as the Company performs. Revenue is generally

recognized based on time elapsed, the service period completed or, when applicable, the amount to which the Company has a right to invoice.

The Company’s asset-management and strategic-advisory arrangements with CleanCore were terminated effective March 6, 2026 and had

no substantive remaining performance obligations as of March 31, 2026.

Consideration may be variable based

on assets under management, sponsor or management fees, product activity or the applicable service period. Variable consideration is

included in the transaction price only to the extent that it is probable that a significant reversal of cumulative revenue will not occur

when the uncertainty is resolved. Variable fees that relate specifically to a distinct service period are allocated to and recognized

in that period when the related services have been provided and the contractual inputs are known or reliably determinable.

Principal-versus-agent presentation

For arrangements involving another

service provider, the Company identifies each specified service and evaluates whether it controls that service before transfer to the

customer. The Company recognizes revenue on a gross basis for services it controls and for which it is primarily responsible, limited

to the consideration to which it is contractually entitled. Amounts attributable to services controlled by another party are excluded

from revenue or recorded as payable when collected on that party’s behalf. Distinct product operating services separately obtained from

a customer or service provider are recorded as cost of services when the amount does not exceed fair value; otherwise, the applicable

amount is recorded as a reduction of revenue.

Noncash consideration, contract

changes and contract balances

Noncash consideration, including warrants

or digital assets, is measured at fair value in accordance with ASC 606 when included in the transaction price. When consideration is

received before the related services are transferred, the Company records a contract liability within deferred revenue and recognizes

revenue as the services are performed. Subsequent changes in the fair value of the noncash asset that result solely from the form of

consideration are accounted for under the applicable financial instrument or digital asset guidance and are not included in revenue.

The Company evaluates contract modifications,

terminations and customer unexercised rights based on the remaining enforceable rights and substantive performance obligations. Consideration

is recognized when the Company has no remaining substantive obligation and its right to retain the consideration is unconditional. Amounts

related to customer unexercised rights are recognized as breakage in proportion to rights exercised when estimable, or when the likelihood

that the customer will exercise the remaining rights becomes remote.

A receivable is recognized when the

Company has an unconditional right to consideration. A contract asset is recognized when the right to consideration remains conditional

on something other than the passage of time, and a contract liability is recognized when consideration is received or becomes due before

the related services are transferred. Accounts receivable and contract assets are evaluated for expected credit losses under ASC 326,

Financial Instruments - Credit Losses, considering customer credit quality, aging, historical collection experience, current conditions

and reasonable and supportable forecasts.

House of Doge Inc.

Notes to the Audited Consolidated Financial Statements

(In United States dollars, except for per share data)

(ii) Cash and Concentration of Credit Risk

Cash consists of unrestricted demand

deposits maintained with commercial banks and amounts held in legal trust accounts by external counsel for the benefit of the Company,

and unrestricted U.S. dollar fiat balances maintained in accounts with digital asset trading and custody service providers that are available

for withdrawal on demand. Amounts held in legal trust accounts represent funds held on behalf of the Company, are not commingled with

other clients’ funds, and are fully accessible for use by the Company in accordance with legal and contractual terms. The Company

considers these balances to be part of its cash. At March 31, 2026, the Company held approximately $1.5 million of U.S. dollar fiat currency

in its account with Bitstamp, a digital asset trading platform. The balance did not represent digital assets or cryptocurrency within

the scope of ASC 350-60 and was available for withdrawal by the Company. Accordingly, the balance was included in cash in the consolidated

balance sheet. Amounts subject to contractual, legal or other withdrawal restrictions, if any, are excluded from cash and presented separately

based on the nature of the restriction. The Company did not hold material short-term investments qualifying as cash equivalents as of

March 31, 2026 or March 31, 2025.

The Company maintains cash balances

with financial institutions in the United States and Canada and, at March 31, 2026, also maintained fiat currency through a digital asset

trading and custody service provider. Deposits maintained directly with commercial banks may, at times, exceed amounts insured by the

Federal Deposit Insurance Corporation or other applicable deposit-insurance programs. Fiat balances maintained through digital asset

trading or custody platforms are subject to additional counterparty, custodial, operational and insolvency risks and may not have the

same deposit-insurance protections as amounts deposited directly by the Company with an insured commercial bank. The Company manages

its concentration of credit risk by maintaining relationships with counterparties and placing funds with institutions that management

believes to be creditworthy, monitoring counterparty credit quality and liquidity, considering the safeguarding arrangements applicable

to funds held by service providers, and diversifying banking and custody relationships when considered appropriate. Although the Company

believes that its cash-management arrangements are appropriate, and its cash is subject to minimal credit risk, but it still remains

exposed to the risk of loss or delayed access to funds in the event of financial distress, insolvency, operational failure or other disruption

of a banking or custody service provider. There is no assurance that the financial institutions will remain solvent or that access to

funds will be uninterrupted. The Company has not experienced losses on its cash deposits.

(iii) Digital assets

The Company accounts for directly

held crypto assets that meet the scope criteria of ASC 350-60, Intangibles - Goodwill and Other - Crypto Assets. When held, the Company’s

crypto assets consist solely of DOGE. The Company has ownership of and control over its digital assets and may use qualified third-party

custodians or wallets to safeguard those assets. Digital assets are not cash or financial instruments under U.S. GAAP and are presented

separately in the consolidated balance sheets.

Purchased digital assets are initially

recognized at their acquisition-date fair value, and transaction costs are expensed as incurred. Digital assets received as noncash consideration

are initially measured at fair value in accordance with the guidance applicable to the underlying transaction. Thereafter, digital assets

are measured at fair value at each reporting date, with changes in fair value recognized in earnings within change in fair value of digital

assets. Upon sale, transfer or use of digital assets as consideration, the difference between the proceeds or fair value of consideration

transferred and the carrying amount of the assets is recognized in earnings. The Company uses the weighted-average-cost method to track

historical cost basis for disposition and disclosure purposes.

Fair value is determined in accordance

with ASC 820, Fair Value Measurement, using quoted prices in the principal market to which the Company has access at the measurement

date. During periods in which the Company held DOGE, the Company determined Coinbase Exchange to be its principal market for DOGE based

on its assessment of the volume and level of activity in markets accessible to the Company. Accordingly, the Company measures the fair

value of DOGE using the quoted, unadjusted DOGE-USD price on Coinbase Exchange at the applicable measurement date. Because these quoted

prices are observable in an active market for an identical asset, the resulting fair value measurements are classified within Level 1

of the fair value hierarchy. The Company periodically reassesses its principal market determination and will update the selected market

if facts and circumstances indicate that another accessible market has the greatest volume and level of activity for DOGE.

House of Doge Inc.

Notes to the Audited Consolidated Financial Statements

(In United States dollars, except for per share data)

(iv) License contract liability

In connection with the Company’s exclusive

trademark license agreement, the Company is obligated to make fixed minimum royalty payments of $200,000 per month during the initial

five-year contractual term. At contract inception, the Company recognized a license payment obligation for the present value of the fixed

minimum payments, using an annual incremental borrowing rate of 18.5%. The corresponding amount formed part of the initial cost of the

finite-lived trademark license. The balance is presented in the consolidated balance sheets as a license contract liability; however,

it represents a contractual financing and payment obligation and is not a contract liability arising from a customer contract under ASC

606, Revenue from Contracts with Customers.

The license contract liability is

subsequently measured at amortized cost. The carrying amount is increased for the accretion of the discount using the effective-interest

method, with the accretion recognized as finance expense, and is reduced by the required minimum royalty payments. The obligation is

classified between current and noncurrent portions based on the contractual payment dates. Royalties payable in excess of the fixed minimum

payments, if any, are recognized as incurred based on the related licensed sales.

(v) Equity

Guarantee liability

The original trademark license agreement

included an equity guarantee that required the Company to take the actions necessary for the licensors to hold at least 9.99% of the

Company’s common shares immediately following a qualifying go-public event. The guarantee was accounted for as liability-classified share-based

consideration under ASC 718, Compensation - Stock Compensation. The initial fair value of the guarantee was included in the cost of the

trademark license, and the liability was remeasured at fair value at each reporting date until settlement, with changes in fair value

recognized in earnings. Fair value is determined based on the estimated number of shares to be issued and the fair value of the Company’s

common shares at the measurement date.

(vi) Financial

Assets and Financial Liabilities

Financial assets and financial liabilities

are recognized when the Company becomes a party to the contractual provisions of an instrument. Except where another U.S. GAAP measurement

requirement applies, financial instruments are initially measured at fair value. Directly attributable transaction costs are included

in the initial carrying amount of instruments that are not subsequently measured at fair value through net income and are expense as

incurred for instruments measured at fair value through net income. Trade receivables arising from contracts with customers are initially

measured at the transaction price in accordance with ASC 606.

Subsequent measurement is based on

the nature and contractual terms of the instrument. Cash, accounts receivable, accounts payable and accrued liabilities, short-term debt

and the license contract liability are generally carried at amortized cost, subject to applicable credit loss, interest-accretion and

impairment guidance. Equity securities, debt securities, warrant assets and equity-method investments are accounted for under the applicable

investment, derivative, fair-value and equity-method guidance described in the Company’s other significant accounting policies and related

notes.

A financial asset is derecognized

when the contractual rights to cash flows expire, upon settlement, or when the asset is transferred and the transfer qualifies for sale

accounting under ASC 860, Transfers and Servicing. Financial liability is derecognized when it has been extinguished because the obligation

has been paid, cancelled or legally released in accordance with ASC 405, Liabilities. Financial assets and liabilities are presented

on a net basis only when the Company has a valid and enforceable right of setoff, the amounts are determinable, and the Company intends

either to settle on a net basis or to realize the asset and settle the liability simultaneously in accordance with ASC 210-20, Balance

Sheet - Offsetting

(vii) Intangible

Assets

Acquired intangible assets with finite

useful lives are recorded at cost, net of accumulated amortization and impairment losses. The cost of an acquired intangible asset includes

cash and noncash consideration and the present value of fixed contractual payment obligations when required by U.S. GAAP. Finite-lived

intangible assets are amortized over the shorter of their estimated economic useful lives and contractual terms using the straight-line

method unless another pattern better reflects the consumption of economic benefits. Amortization begins when the asset is available for

its intended use. The Company reviews the useful life and amortization method at least annually and accounts for changes in estimates

prospectively.

House of Doge Inc.

Notes to the Audited Consolidated Financial Statements

(In United States dollars, except for per share data)

Finite-lived intangible assets are

evaluated for impairment under ASC 360, Property, Plant, and Equipment, whenever events or changes in circumstances indicate that the

carrying amount may not be recoverable. Recoverability is assessed by comparing the carrying amount of the asset or asset group with

the undiscounted cash flows expected from its use and eventual disposition. If the carrying amount is not recoverable, an impairment

loss is recognized for the excess of the carrying amount over fair value. Impairment losses for finite-lived intangible assets are not

subsequently reversed.

The Company evaluates software development

costs based on the intended use of the software. Costs incurred during preliminary project planning, research and development, data conversion,

training, maintenance and post-implementation activities are expensed as incurred. Qualifying application-development costs for internal-use

software are capitalized only after the preliminary project stage is completed, management authorizes and commits to funding the project,

and completion and use of the software as intended are probable. Costs of software to be sold, leased or otherwise marketed are expensed

as research and development until technological feasibility is established in accordance with ASC 985-20, Software - Costs of Software

to Be Sold, Leased, or Marketed. No internally developed software costs met the applicable capitalization criteria as of March 31, 2026

or 2025; accordingly, such costs were expensed as incurred.

(viii) Foreign

Currency Translation

The consolidated financial statements

are presented in U.S. dollars, which is the reporting currency of the Company. The functional currency of House of Doge Inc., Dogecoin

Ventures Inc. and The Official Dogecoin Treasury and Reserve Inc. is the U.S. dollar. The functional currency of House of Doge Canada

Inc. is the Canadian dollar.

The Company is exposed to currency

risk on transactions and balances in currencies other than the functional currency. For a consolidated subsidiary whose functional currency

is not the U.S. dollar, assets and liabilities are translated into U.S. dollars at exchange rates in effect at the balance-sheet date,

revenues and expenses are translated at appropriate average exchange rates for the period, and equity transactions are translated at

historical exchange rates. Resulting translation adjustments are recognized in other comprehensive income and accumulated in accumulated

other comprehensive income. The effect of exchange-rate changes on cash is presented separately in the consolidated statement of cash

flows.

Transactions denominated in a currency

other than an entity’s functional currency are initially recorded using the exchange rate on the transaction date. At each reporting

date, foreign-currency-denominated monetary assets and liabilities are remeasured using closing exchange rates, while nonmonetary assets

and liabilities carried at historical cost remain translated at historical rates unless another U.S. GAAP measurement basis applies.

Transaction gains and losses are recognized in earnings within foreign exchange gain or loss. The Company did not use foreign-exchange

contracts to hedge its currency exposure during either period.

(ix) Accounts

Receivable and Allowance for Credit Losses

Accounts receivable primarily consist

of unconditional rights to consideration arising from contracts with customers for asset management, exchange-traded product and exchange-traded

fund support, and other services. A right to consideration is unconditional when only the passage of time is required before payment

is due. Accounts receivable are recognized at the amount invoiced or otherwise due under the contract and are carried at amortized cost,

net of an allowance for credit losses. Contract assets, if any, represent conditional rights to consideration and are presented separately

from accounts receivable. The Company applies the practical expedient in ASC 606, Revenue from Contracts with Customers, and does not

adjust consideration for the effects of a significant financing component when, at contract inception, the period between transfer of

the service and payment is expected to be one year or less.

The Company estimates expected credit

losses on accounts receivable and contract assets in accordance with ASC 326, Financial Instruments - Credit Losses. The allowance represents

management’s estimate of credit losses expected over the contractual life of the receivables. The estimate considers information available

at each reporting date, including the aging of balances, historical collection experience, customer-specific creditworthiness and payment

history, the existence of disputes, current economic conditions, and other relevant qualitative and quantitative factors. Receivables

that do not share similar risk characteristics are evaluated individually. Changes in the allowance are recognized in credit loss expense.

House of Doge Inc.

Notes to the Audited Consolidated Financial Statements

(In United States dollars, except for per share data)

Effective April 1, 2025, the Company

early adopted ASU 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and

Contract Assets and elected the practical expedient for current accounts receivable and current contract assets arising from transactions

accounted for under ASC 606. Under practical expedient, the Company assumes that current conditions existing as of the balance sheet

date will remain unchanged throughout the forecast period when estimating expected credit losses. Based on this model, the Company considers

many factors, including the age of the balance, customer creditworthiness and collection history. The amendments were applied prospectively,

and their adoption did not have a material effect on the consolidated financial statements.

Accounts receivable are written off

against the allowance when collection is no longer expected based on management’s assessment of the facts and circumstances and after

reasonable collection efforts. Recoveries of amounts previously written off are recognized when received. No allowance for expected credit

losses was recorded as of March 31, 2026 or March 31, 2025

(x) Accounts

Payable and Accrued Liabilities

Accounts payable and accrued liabilities

are recognized when the Company has received goods or services or otherwise has a present obligation, and the amount can be reasonably

estimated. Accounts payable are recorded at invoiced or contractual amounts. Accrued liabilities include estimates for services received

but not yet invoiced, payroll and employee-related obligations, financing and professional fees, investment-related amounts and other

obligations. Estimates are based on contractual terms, vendor communications, service periods, historical experience and other available

information and are reviewed and adjusted as additional information becomes available. Because these obligations are generally short

term, their carrying amounts are approximately fair value.

(xi) Investments

and Investment-Related Financial Instruments

The Company determines the accounting

model for each investment at initial recognition based on the legal form and substantive terms of the instrument, the Company’s

level of control or influence over the investee, and whether the instrument is an equity security, debt security, derivative instrument,

or equity-method investment. The Company first evaluates whether an investee is required to be consolidated under ASC 810, Consolidation.

Interests that are not consolidated are accounted for under the applicable guidance in ASC 323, Investments - Equity Method and Joint

Ventures; ASC 321, Investments - Equity Securities; ASC 320, Investments - Debt Securities; ASC 815, Derivatives and Hedging; and ASC

825, Financial Instruments.

Equity securities (ASC

321 and ASC 825)

Equity securities with readily determinable

fair values are measured at fair value at each reporting date, with changes in fair value recognized in net income. Equity securities

without readily determinable fair values are measured using the measurement alternative at cost, less impairment, adjusted for observable

price changes in orderly transactions for identical or similar investments of the same issuer, unless the Company elects the fair value

option for an eligible instrument under ASC 825. Changes resulting from observable price adjustments, impairment, or subsequent fair

value measurement are recognized in earnings. For equity securities measured using the measurement alternative, the Company performs

a qualitative impairment assessment at each reporting date. If the qualitative assessment indicates that the investment is impaired,

the investment is written down to fair value, and the impairment loss is recognized in earnings. When a privately held equity security

subsequently obtains a readily determinable fair value, the Company begins measuring the security at fair value through net income from

that date.

Debt securities (ASC

320 and ASC 326)

Debt securities classified as available-for-sale

are measured at fair value. Interest income and the amortization or accretion of premiums and discounts are recognized in earnings using

the effective-interest method. Unrealized gains and losses that are not credit-related are recognized in other comprehensive income and

accumulated other comprehensive income until realized. Realized gains and losses are recognized in earnings upon sale, settlement, conversion,

or other derecognition. The Company evaluates available-for-sale debt securities for credit losses in accordance with ASC 326, Financial

Instruments—Credit Losses. If the Company intends to sell a security, or it is more likely than not that the Company will be required

to sell the security before recovery of its amortized cost basis, the amortized cost basis is written down to fair value through earnings.

Otherwise, the credit-related portion of a decline in fair value is recognized through an allowance for credit losses, limited to the

amount by which fair value is below amortized cost, and the non-credit portion remains in other comprehensive income.

House of Doge Inc.

Notes to the Audited Consolidated Financial Statements

(In United States dollars, except for per share data)

Convertible instruments

and bundled investment transactions (ASC 320, ASC 321, ASC 815 and ASC 825)

Convertible debentures are accounted

for as debt securities unless another accounting model is required by their terms. Embedded conversion, redemption, put, call, default

and other settlement features are evaluated under ASC 815 to determine whether they require separate accounting as derivatives. If a

feature is not bifurcated, it is accounted for together with the host instrument under the applicable debt-security guidance. When debt

securities, preferred shares, warrants, or other financial instruments are acquired in a single transaction, the consideration transferred

is allocated among the instruments using the allocation method required by the applicable U.S. GAAP guidance, based on the instruments’

respective fair values or an applicable residual approach. Each instrument is subsequently accounted for under its applicable accounting

model. Preferred shares are accounted for as equity securities under ASC 321 or, when elected and eligible, at fair value under ASC 825,

with changes in fair value recognized in earnings.

Warrant assets and noncash

consideration received from customers (ASC 815, ASC 820 and ASC 606)

Freestanding warrants are evaluated

under ASC 815. Warrant assets that meet the definition of a derivative are recognized at fair value, with changes in fair value recognized

in earnings, unless designated in a qualifying hedge relationship. When quoted market prices for the warrants are not available, fair

value is estimated using valuation techniques consistent with ASC 820, Fair Value Measurement, including option-pricing models such as

Black-Scholes and other market-participant assumptions. Upon exercise, the warrant is remeasured immediately before exercise and it’s

carrying amount is reclassified to the underlying equity security received.

Warrants received as noncash consideration

from a customer for goods or services are initially accounted for under ASC 606, Revenue from Contracts with Customers. When the warrants

are received before the related performance obligation is satisfied, the Company records the warrant asset and a corresponding contract

liability measured at the fair value of the noncash consideration in accordance with the applicable guidance. Once the Company’s

right to receive or retain the warrants is unconditional, the warrants are subsequently accounted for under the applicable financial

instrument guidance. Subsequent changes in the fair value of the warrants are excluded from revenue and recognized in earnings. The related

contract liability is recognized as revenue as the promised services are transferred or when the remaining performance obligation is

extinguished or released and the consideration is nonrefundable and not subject to claw back.

Equity-method investments

(ASC 323 and ASC 810)

Investments in entities over which

the Company has the ability to exercise significant influence, but not control, are accounted for using the equity method under ASC 323.

Significant influence is evaluated based on all facts and circumstances, including ownership percentage, board representation, participation

in policy-making processes, material transactions, interchange of managerial personnel, technological dependency, and other governance

or contractual rights. Consolidation is evaluated before application of the equity method under the voting-interest and variable-interest-entity

models in ASC 810.

Equity-method investments are initially

recorded at cost and subsequently adjusted for the Company’s share of the investee’s earnings or losses, distributions received,

additional contributions, basis-difference adjustments, and impairment. The difference between the cost of an equity-method investment

and the Company’s share of the underlying equity in the investee’s net assets is allocated to identifiable assets and liabilities

as if the investee were consolidated. Identifiable basis differences are amortized, accreted, or otherwise recognized over the periods

in which the related assets are consumed or liabilities are settled. Any residual equity-method goodwill is included in the carrying

amount of the investment and is not separately amortized or separately tested for impairment.

The Company discontinues recognition

of additional equity-method losses when the carrying amount of the investment and any other interests that are in substance common stock

are reduced to zero, unless the Company has guaranteed obligations of the investee, is otherwise committed to provide further financial

support, or has incurred obligations on behalf of the investee. Unrecognized losses are tracked and are recognized before the Company

resumes recognizing its share of future earnings.

The Company evaluates an equity-method

investment for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. If a decline

in value below carrying amount is determined to be other than temporary, the investment is written down to fair value, and the impairment

loss is recognized in earnings. The resulting carrying amount becomes the new cost basis and is not subsequently increased for a recovery

in fair value. Fair value used in an impairment measurement is determined under ASC 820 and may represent a nonrecurring Level 3 measurement.

House of Doge Inc.

Notes to the Audited Consolidated Financial Statements

(In United States dollars, except for per share data)

Investment-related deposits

and purchase commitments (ASC 450 and ASC 855)

Cash advances made before the Company

obtains substantive ownership, voting, governance, liquidation, or other economic rights in an investee are recorded as investment-related

deposits within prepaid and other assets. Such deposits are carried at cost, assessed for recoverability at each reporting date, and

reclassified to an investment when the underlying transaction closes and the applicable recognition criteria are met. Amounts that are

refundable or expected to be applied against future contractual payments remain classified as deposits until settled or otherwise resolved.

Executory commitments to acquire investments

are generally not recognized as an asset or liability before the related subscription, trade, or settlement obligation is executed and

accepted, unless the arrangement meets the definition of a derivative or a loss contingency is probable and reasonably estimable under

ASC 450, Contingencies. Purchases and sales of exchange-traded securities are recognized on the trade date. Events occurring after the

balance-sheet date are evaluated under ASC 855, Subsequent Events, to determine whether they provide additional evidence of conditions

existing at the reporting date or represent non-recognized subsequent events requiring disclosure.

(xii) Fair

value measurements (ASC 820)

Fair value represents the price that

would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement

date. The Company maximizes the use of observable inputs and minimizes the use of unobservable

inputs. The classification of an instrument within the hierarchy is reassessed at each reporting date.

Fair

value measurements are classified in a three-level hierarchy based on the lowest-level input that is significant to the measurement in

its entirety:

● Level

1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the

Company can access at the measurement date.

● Level

2 - Observable inputs other than Level 1 quoted prices, including quoted prices for similar

instruments, quoted prices in inactive markets and market-corroborated inputs.

● Level

3 - Significant unobservable inputs that reflect management’s assumptions about the

assumptions market participants would use in pricing the asset or liability.

The

Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available, including market

approaches, discounted cash flow models, option-pricing models, back-solve methods and probability-weighted expected return methods.

Changes in valuation techniques or their application are made when the change results in a measurement that is equally or more representative

of fair value. Transfers between levels are recognized in the period in which the event or change in circumstances causing the transfer

occurs.

(xiii) Presentation

and classification

Changes in the fair value of equity

securities and derivative warrant assets, observable-price adjustments, and investment impairment losses are recognized in loss (gain)

on change in fair value of investments or another appropriate line item in the consolidated statements of operations and comprehensive

loss. The Company’s share of the earnings or losses of equity-method investees is presented separately from fair value changes.

Non-credit unrealized gains and losses on available-for-sale debt securities are reported in other comprehensive income, net of tax,

until realized or otherwise reclassified in accordance with U.S. GAAP.

Investments are classified as current

or noncurrent based on the contractual maturity of the instrument, restrictions on realization, and management’s intent and ability

to hold or realize the investment. Debt securities with contractual maturities within twelve months of the balance sheet date and investments

expected to be realized within the operating cycle are generally classified as current; other investments are classified as noncurrent.

House of Doge Inc.

Notes to the Audited Consolidated Financial Statements

(In United States dollars, except for per share data)

Financial assets pledged as collateral

remain recognized unless the transfer qualifies for derecognition under ASC 860. Pledged assets and the related borrowings are presented

gross unless the offsetting criteria in ASC 210-20 are met. Debt is classified as current unless the Company has an unconditional right

to defer settlement for more than twelve months after the balance-sheet date.

(xiv) Impairment

of Long-Lived Assets

The Company evaluates long-lived assets

to be held and used, including property and equipment and finite-lived intangible assets, for impairment whenever events or changes in

circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Long-lived assets are grouped with

other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other

assets and liabilities.

When a potential impairment indicator

exists, recoverability is assessed by comparing the carrying amount of the asset group with the sum of the undiscounted cash flows expected

to result from the use and eventual disposition of the asset group. If the carrying amount is not recoverable, an impairment loss is

recognized for the amount by which the carrying amount exceeds fair value. Fair value is determined using market-participant assumptions

and may be estimated using discounted cash flow techniques, observable market information, independent appraisals or other valuation

methods appropriate under ASC 820, Fair Value Measurement. Impairment losses recognized for assets held and used are not subsequently

reversed.

Long-lived assets that meet the criteria

to be classified as held for sale are presented separately and measured at the lower carrying amount or fair value less cost to sell.

Impairment of equity-method investments, equity securities, debt securities and other financial assets is evaluated under the accounting

guidance applicable to those instruments and is not included in this long-lived asset policy. No impairment loss was recognized under

ASC 360 for the Company’s property and equipment or finite-lived trademark license in either period. (See Note 8, Intangible Assets and

License Contract Liability).

(xv) Property

and Equipment, Net

Property and equipment consist solely

of computer equipment and are recorded at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method

over an estimated useful life of three years. Upon retirement or disposal, the cost of the asset and the related accumulated depreciation

are removed from the accounts, and any resulting gain or loss is recognized in operations. Maintenance and repair costs are expensed

as incurred, while expenditures that extend the useful life or improve the functionality of the equipment are capitalized.

(xvi) Capital

Stock

The Company is authorized to issue

voting and nonvoting common shares, each with no par value. Each voting common share is entitled to one vote and to participate in dividends

when, as and if declared by the Board of Directors, subject to applicable law and the rights of any other class of shares. Because the

common shares have no par value, cash proceeds and the fair value of noncash consideration associated with common share issuances are

recorded in additional paid-in capital in accordance with the accounting guidance applicable to the underlying transaction.

Direct and incremental costs incurred

to complete an equity issuance are recorded as a reduction of the related equity proceeds. Equity issuance costs associated with an offering

that is abandoned are expensed when the offering is no longer considered probable. Common shares repurchased and held are recorded as

treasury shares at cost. When repurchased shares are immediately retired or cancelled, the recorded amount associated with the shares

is removed from stockholders’ equity and any excess of the repurchase price over that amount is charged to additional paid-in capital

or accumulated deficit, as applicable. The Company had no treasury shares outstanding at either reporting date. (See Note11, Capital

Stock and Restricted Share Units).

House of Doge Inc.

Notes to the Audited Consolidated Financial Statements

(In United States dollars, except for per share data)

(xvii) Stock-Based

Compensation

The Company accounts for stock-based

compensation under ASC 718, Compensation - Stock Compensation. Equity-classified awards are measured at grant-date fair value and compensation

expense is recognized over the requisite service period, generally using the straight-line method for awards with graded vesting unless

another attribution method is required. Liability-classified awards are remeasured at fair value at each reporting date until settlement.

For awards with performance conditions, expense is recognized when achievement of the condition is probable. The Company recognizes forfeitures

as they occur. The fair value of restricted stock units is generally based on the fair value of the underlying common stock on the grant

date. The fair value of stock options and warrants granted as compensation is estimated using an option-pricing model, such as Black-Scholes

or a binomial lattice model, using assumptions including expected volatility, expected term, risk-free interest rate and dividend yield.

Because the Company has limited historical trading data, expected volatility and exercise behavior may be based in part on comparable

public companies and other market-participant information.

(xviii) Income

Taxes

The Company accounts for income taxes

using the asset-and-liability method under ASC 740, Income Taxes. Deferred tax assets and liabilities are recognized for the estimated

future tax consequences attributable to temporary differences between the financial statement carrying amounts of assets and liabilities

and their respective tax bases, as well as for operating loss and tax-credit carryforwards. Deferred tax assets and liabilities are measured

using enacted tax rates expected to apply in the periods in which the temporary differences are expected to reverse or the carryforwards

are expected to be realized. The effect of a change in enacted tax rates or tax laws is recognized in income from continuing operations

in the period of enactment.

A valuation allowance is recorded

when, based on the weight of available positive and negative evidence, it is more likely than not that some portion or all of a deferred

tax asset will not be realized. In assessing realizability, management considers, among other factors, cumulative losses, the scheduled

reversal of deferred tax liabilities, projected future taxable income, available carryforward periods and prudent and feasible tax-planning

strategies. The need for and amount of a valuation allowance are reassessed at each reporting date.

The Company recognizes the financial

statement benefit of a tax position only when it is more likely than not, based on the technical merits of the position, that the position

will be sustained upon examination. A recognized tax benefit is measured as the largest amount of benefit that has a greater than 50%

likelihood of being realized upon ultimate settlement. Interest and penalties associated with uncertain tax positions, if any, are recognized

within income tax expense.

The consolidated statements of loss

and comprehensive loss presented no income tax expense or benefit for the year ended March 31, 2026 or for the period from incorporation

on January 13, 2025 through March 31, 2025.

(xix) Loss

Per Share

Basic net loss per common share is

calculated by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during

the period. Fully vested restricted stock units (“RSUs”) that are noncontingently issuable are included in the basic weighted-average

share denominator from their respective vesting dates, until settlement in common shares.

Diluted net loss per share reflects

the potential dilution that could occur if securities or other contracts to issue common shares were exercised, converted or settled.

Potential common shares are generally included using the treasury-stock method for share-based awards and the if-converted method for

convertible instruments, when applicable. Potential common shares are excluded when their effect would be anti-dilutive. The Company

reported a net loss for both periods presented; therefore, all unvested RSUs and any other potential common shares were excluded from

diluted net loss per share, and basic and diluted net loss per share were the same. (See Note13, Loss Per Share).

(xx) Segments

The Company identifies operating segments

in accordance with ASC 280, Segment Reporting. An operating segment is a component of the Company for which discrete financial information

is available and whose operating results are regularly reviewed by the chief operating decision maker to assess performance and allocate

resources. Reportable segments are determined based on the nature of products and services, customer characteristics, economic characteristics,

internal management structure and the quantitative thresholds and aggregation criteria in ASC 280.

House of Doge Inc.

Notes to the Audited Consolidated Financial Statements

(In United States dollars, except for per share data)

The Company manages its operations

and evaluates financial performance on a consolidated basis and has determined that it operated as one operating and reportable segment

for the year ended March 31, 2026 and the period from incorporation on January 13, 2025 through March 31, 2025. The Company applies the

segment disclosure requirements applicable to an entity with a single reportable segment, including disclosure of significant segment

expenses regularly provided to the chief operating decision maker, its Chief Executive Officer, who reviews financial information on

a consolidated basis to assess performance and allocate resources, when required. The Company reassesses its operating and reportable

segment conclusions when its business activities, organizational structure or internal financial reporting changes.

e) New Accounting Pronouncements

Recently adopted accounting pronouncements

ASU 2025-07 - Derivatives and Hedging

(Topic 815) and Revenue from Contracts with Customers (Topic 606). In September 2025, the FASB issued ASU 2025-07, which refines the

derivative scope guidance for certain nonexchange-traded contracts and clarifies the accounting for share-based noncash consideration

received from customers. The Company early adopted the amendments effective April 1, 2025 using the prospective transition method. The

adoption did not have a material impact on the Company’s consolidated financial statements or related disclosures.

Accounting pronouncements issued

but not yet adopted

In November 2024, the FASB issued

ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of

Income Statement Expenses (“ASU-2024-03”), which requires all public entities to disclose information about purchases of

inventory, employee compensation, depreciation, intangible asset amortization and depletion for each income statement line item that

contains those expenses. The amendments are effective for the Company in fiscal years beginning after December 15, 2026 and interim periods

within fiscal years beginning after December 27, 2027. Early adoption is permitted on either a prospective or retrospective basis. The

Company is currently evaluating the guidance and its impact on the financial statements.

In September 2025, the FASB issued

ASU No. 2025-06, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Targeted Improvements to the

Accounting for Internal-Use Software (“ASU 2025-06”). ASU 2025-06 updates the accounting for costs related to the development

of internal-use software to reflect the evolution of software development from a sequential to an agile development method by removing

references to project stages in the existing guidance and requiring capitalization of software costs when management has authorized and

committed to funding a software project and it is probable that the project will be completed and the software will be used as intended.

ASU 2025-06 is effective for annual reporting periods beginning after December 15, 2027. Early adoption is permitted as of the beginning

of a fiscal year. The Company is currently evaluating the guidance and its impact on the financial statements.

Other recently issued accounting standards:

The Company has evaluated other accounting standards updates issued through the date the consolidated financial statements were issued,

including guidance relating to ASU 2024-04 - Debt-Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible

Debt Instruments, ASU 2025-11 - Interim Reporting (Topic 270): Narrow-Scope Improvements and ASU 2025-12 - Codification Improvements,

and does not currently expect those standards to have a material impact on its consolidated financial statements or related disclosures.

3. Going Concern

In accordance with ASC 205-40, Presentation

of Financial Statements - Going Concern, the Company evaluates whether there are conditions or events that raise substantial doubt about

its ability to continue as a going concern within one year after the date the financial statements are issued (or available to be issued).

As part of this assessment, the Company considers both qualitative and quantitative factors including its current financial condition,

available sources of liquidity, forecasted cash flow and its obligations due over the assessment period.

The Company remains in the early stages

of executing its commercialization, payments, exchange-traded product support, licensing and strategic investment initiatives. For the

year ended March 31, 2026, the Company incurred a net loss of $36.9 million and used $10.8 million of cash in operating activities. At

March 31, 2026, the Company had cash of $2.8 million, a working capital deficit of $7.3 million including debts of $9.4 million and an

accumulated deficit of $43.4 million. At March 31, 2025, the Company had cash of $4.4 million, working capital of $3.3 million, no short-term

debt and an accumulated deficit of $4.0 million.

House of Doge Inc.

Notes to the Audited Consolidated Financial Statements

(In United States dollars, except for per share data)

The Company’s ability to continue

as a going concern is dependent on its ability to obtain additional working capital, satisfy debt and other obligations as they become

due, manage the timing and amount of operating expenditures, monetize or otherwise realize value from certain investments and execute

its commercial growth initiatives.

The Company has historically financed

its activities through issuances of common stock, debt financing, related-party advances and proceeds from strategic transactions. Certain

financing arrangements are short term, secured or subject to market, registration, borrowing, collateral and other conditions. In addition,

the expected timing and amount of cash flows from the Company’s investments and commercial initiatives are subject to public-equity and

digital asset market volatility, counterparty performance, customer adoption, regulatory developments and execution risk. These conditions

and events, considered in the aggregate, raise substantial doubt about the Company’s ability to continue as a going concern within one

year after the date the consolidated financial statements are issued.

The Company has developed and is implementing

plans intended to improve liquidity and support the Company’s ongoing operations, which

includes the following:

● Capital

market access and financing: The Company completed its reverse merger with Brag House Holdings, Inc. on June 30, 2026 and established

a publicly traded parent-company structure. Management intends to use this platform to pursue public and private equity offerings, the

Yorkville equity purchase facility and other debt or strategic financing arrangements. Availability under these arrangements is subject

to applicable conditions, market prices, registration effectiveness, exchange rules, collateral requirements and investor demand and

therefore is not equivalent to committed unrestricted cash.

● Debt

and liquidity management: During the three months ended June 30, 2026, the Company received $3.5 million of short-term debt financing

and repaid $1.4 million of short-term debt. Subsequent to June 30, 2026, the Company fully repaid the remaining Yorkville senior convertible

promissory note and the Revere Securities margin loan. On July 28, 2026, the Company also obtained a $1.4 million unsecured subordinated

short-term note and subsequently settled its principal through the transfer of CleanCore common shares. See Note 18 - Subsequent Events.

These actions reduced certain near-term debt maturities, but do not provide committed financing for the full assessment period.

● Investment

monetization and liquidity preservation: Management continues to evaluate selective monetization of marketable and other investments,

including CleanCore related securities, subject to market prices, trading restrictions, collateral arrangements and the Company’s strategic

objectives. Management also intends to defer or reduce discretionary expenditures and investment commitments when necessary and to continue

periodic cash-flow forecasting and review of payroll, vendor obligations, debt service and other liquidity requirements.

● Revenue

development: Management is pursuing recurring and diversified revenue sources through DOGE-related payment products, support services

for exchange-traded products, licensing, brand and commercial partnerships, real-world-asset initiatives and other digital asset services.

The timing and amount of future revenue and cash inflows depend on product development, customer adoption, partner performance, regulatory

compliance and market conditions.

Management believes that these plans

are designed to provide additional liquidity and support the continuation of the Company’s operations. However, the Company’s

ability to obtain additional capital, monetize investments and achieve anticipated operating improvements is subject to conditions and

uncertainties that are not entirely within its control. Accordingly, management concluded that its plans do not alleviate the substantial

doubt about the Company’s ability to continue as a going concern within one year after the date these audited consolidated financial

statements are issued.

The accompanying audited consolidated

financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities

in the ordinary course of business. The financial statements do not include any adjustments that might result from the outcome of this

uncertainty.

House of Doge Inc.

Notes to the Audited Consolidated Financial Statements

(In United States dollars, except for per share data)

4. Digital Assets

The following table summarizes the

Company’s digital asset holdings:

As of March 31, 2026

As of March 31, 2025

# of

Dogecoins

Digital

assets,

value

# of

Dogecoins

Digital

assets,

value

Opening balance, fair value

10,369,614

$ 1,725,762

$ -

Purchases

19,522,144

3,906,491

10,369,614

1,750,039

Receipts from CleanCore termination and release

61,250,000

5,473,125

Disposals and transfers

(91,141,758 )

(11,017,052 )

Loss on digital assets

(88,326 )

(24,277 )

Ending balance, fair value

$ -

10,369,614

$ 1,725,762

Fiscal 2026 activity

During the year ended March 31, 2026,

the Company purchased 19,522,144 DOGE for aggregate consideration of $3,906,491 and received 61,250,000 DOGE with an aggregate transaction-date

fair value of $5,473,125 in connection with the March 6, 2026, termination and release of the CleanCore treasury arrangements. During

fiscal 2026, the Company disposed of or transferred 91,141,758 DOGE with an aggregate carrying value of $11,017,052. These dispositions

included 3,002,813 DOGE with a fair value of $500,000 transferred as consideration for a senior unsecured convertible debenture issued

by McQueen Labs Inc., 26,856,093 DOGE with a fair value of $5,749,890 transferred as consideration for pre-funded common stock purchase

warrants issued by CleanCore Solutions, Inc., 61,249,992 DOGE with a fair value of $5,823,124 disposed of for cash proceeds, and other

sales and transfers. The Company recognized a net gain on digital assets of $970,018 during fiscal 2026 which was reported in the changes

in fair value of digital assets in the consolidated statement of loss and comprehensive loss. Cumulative realized gains and cumulative

realized losses from digital asset dispositions during fiscal 2026 were approximately $1,082,569 and $24,225, respectively. Cumulative

unrealized gains and cumulative unrealized losses from changes in fair value during fiscal 2026 were approximately $nil and $88,326,

respectively. At March 31, 2026, the Company held no digital assets. See Note 7 - Investments and Note 5 - Accounts Receivable, Deferred

Revenue and Revenue Recognition for additional information.

Fiscal 2025 activity

During the period from incorporation

on January 13, 2025, through March 31, 2025, the Company acquired 10,369,614 DOGE for cash consideration of $1,750,039 and did not dispose

of any DOGE. The Company recognized a fair value loss of $24,277 during that period, resulting in a carrying amount of $1,725,762 on

March 31, 2025.

5. Accounts Receivable, Deferred Revenue and Revenue Recognition

The following tables present the Company’s

accounts receivable, contract liabilities (deferred revenue) and revenue from contracts with customers as of and for the years ended

March 31, 2026, and 2025:

As of

March 31,

2026

March 31,

2025

ETP and ETF support service fees

$ 108,235

$ -

Other receivables

21,033

Accounts receivable, gross

129,268

Allowance for expected credit losses

Accounts receivable, net

$ 129,268

$ -

House of Doge Inc.

Notes to the Audited Consolidated Financial Statements

(In United States dollars, except for per share data)

For the Year

Ended

March 31,

2026

January 13,

2025

(incorporation) to

March 31,

2025

Asset management services

$ 970,800

$ -

ETP and ETF support services

138,434

Strategic advisory services

4,156,302

Revenue

$ 5,265,536

$ -

Asset management services -

CleanCore treasury assets (related-party)

On September 5, 2025, the Company,

through its wholly owned subsidiary Dogecoin Ventures Inc., entered into an Asset Management Agreement with CleanCore and 21Shares US.

The Company was appointed to provide discretionary investment strategy, management, investment and reinvestment services for CleanCore’s

treasury assets. The treasury assets remained owned by CleanCore and held by CleanCore or its custodian; the Company did not recognize

the assets managed on behalf of CleanCore.

The agreement provided for monthly

fees payable in arrears based on the value of the treasury account. The Company’s contractual annual fee rates were as follows:

Treasury account value

Company annual fee rate

Up to and including $1.0 billion

1.75 %

Above $1.0 billion through $1.5 billion

1.50 %

Above $1.5 billion

1.25 %

The Company identified a single series

performance obligation comprising continuous discretionary asset management services. CleanCore simultaneously received and consumed

the benefits as the services were performed; therefore, revenue was recognized over time. The monthly fee was variable because it depended

on the treasury account value and the number of service days in a partial month. Revenue was recognized when the applicable account value

and service period were determined and the amount was not subject to a probable significant reversal.

The Company was the principal for

its own discretionary asset management services because it controlled and was primarily responsible for those services before they were

transferred to CleanCore. The Company recognized only its contractual share of the management fees as revenue. Amounts attributable to

21Shares US for its separately provided non-discretionary recommendation services were excluded from the Company’s revenue and, if received

by the Company, were recorded as a payable to 21Shares US.

The Asset Management Agreement was

terminated effective March 6, 2026. The Company recognized asset management service revenue of $970,800 for the period from September

5, 2025, through the termination date and recognized no service revenue under the agreement thereafter. Under the termination agreement,

the Company received 61,250,000 DOGE. Of the fair value of the consideration allocated to the Company, $119,800 was attributed to February

and March 2026 management fees and included in asset management service revenue; the residual $5,353,326 was presented in other income

as contract termination settlement income. Subsequent changes in the fair value of DOGE held by the Company are accounted for under the

applicable digital asset guidance and are not revenue from contracts with customers.

ETP and ETF support services

– 21Shares

Effective April 4, 2025, the Company

entered into a five-year support services agreement with 21Shares. The European 21Shares Dogecoin ETP commenced trading on April 8, 2025,

and the U.S. 21Shares Dogecoin ETF (ticker: TDOG) commenced operations on January 22, 2026. The Company provides a royalty-free license

to specified DOGE and House of Doge marks together with research, data and operational assistance, marketing support, website and link

support, access to relationships and channels, and related ongoing collaboration activities.

House of Doge Inc.

Notes to the Audited Consolidated Financial Statements

(In United States dollars, except for per share data)

The Company concluded that the licensed

marks and support activities are highly interdependent and represent one combined stand-ready performance obligation satisfied over time.

Consideration is variable and equals the Company’s contractual 50% share of gross sponsor or management fees actually received by 21Shares

for the applicable product. Revenue is constrained until the underlying product fee activity is earned and the Company’s gross fee share

is determinable from the quarterly statements and related invoices. Revenue of $138,434 was recognized for the year ended March 31, 2026.

The Company is the principal for the

combined licensed-marks and support service because it controls and is primarily responsible for that specified service before transfer

to 21Shares. The Company is not the principal for the underlying ETP or ETF sponsorship, issuance, regulatory, custody, distribution

or fund-management services performed or arranged by 21Shares and therefore does not recognize 100% of the underlying product fees. The

Company recognizes its separately invoiced 50% gross fee share as revenue. Its share of product operating costs separately invoiced by

21Shares is presented within professional and legal expenses and accounts payable rather than as a reduction of revenue. The $39,188

incurred for the year ended March 31, 2026 was included in professional and legal expenses in the consolidated statement of loss and

comprehensive loss.

Strategic advisory services

– CleanCore (related-party)

On September 5, 2025, the Company

entered into a five-year strategic advisory services agreement with CleanCore to provide strategic integration and diversification, treasury

and industry advisory, vendor-selection and strategic-partnership support, reporting and board advisory, and ongoing strategic support.

As noncash consideration, the Company received 14,000,034 warrants to purchase CleanCore common shares. The warrants had an aggregate

grant-date fair value of $41,700,044, which was measured as the ASC 606 transaction price and initially recorded as a warrant asset and

a corresponding contract liability.

The Company identified one stand-ready

series performance obligation for the advisory services and recognized revenue over time using a time-elapsed measure from September

5, 2025, through March 6, 2026. The strategic advisory arrangement was terminated or released for ASC 606 purposes effective March 6,

2026. At that date, the Company had no substantive remaining advisory service obligation, CleanCore had no substantive remaining rights

to future advisory services, and the warrant consideration was nonrefundable and not subject to claw back. The release of the remaining

contract liability did not represent breakage revenue from an unexercised customer right because the strategic advisory arrangement was

formally terminated and the parties’ remaining enforceable rights and obligations were extinguished, rather than lapsing through customer

non-exercised. Accordingly, the Company recognized the remaining contract liability in other income on the termination date.

Strategic advisory services revenue

for the year ended March 31, 2026 was $4,156,302 recognized as the Company provided or stood ready to provide services through March

6, 2026. The remaining $37,543,742 contract liability was recognized in other income, upon termination. As a result of the termination

of the strategic advisory agreement, the revenue recognized from that arrangement is not expected to recur in future periods absent a

new arrangement. Subsequent changes in the fair value of the strategic advisory warrants are excluded from the ASC 606 transaction price

and are recognized separately in earnings under the applicable financial instrument guidance. (See Note 7 - Investments for additional

information regarding the CleanCore warrants).

Contract liability roll-forward

The following table presents the change

in deferred revenue associated with the related-party CleanCore strategic advisory services arrangement during the year ended March 31,

2026:

Contract liability activity

Amount

Balance, March 31, 2025

$ -

Noncash consideration received at contract inception

41,700,044

Revenue recognized as services were provided through March 6, 2026

(4,156,302 )

Other income recognized upon termination and release of the remaining obligation

(37,543,742 )

Balance, March 31, 2026

$ -

Because the contract liability balance

at March 31, 2025, was $nil, no revenue recognized during fiscal 2026 was related to contract liabilities outstanding at the beginning

of the year. The Company had no deferred revenue at March 31, 2026, or 2025.

House of Doge Inc.

Notes to the Audited Consolidated Financial Statements

(In United States dollars, except for per share data)

Remaining performance obligations

and significant judgments

At March 31, 2026, the Company had

no fixed transaction price allocated to unsatisfied or partially unsatisfied performance obligations. The CleanCore asset management

and strategic advisory arrangements had been terminated. Consideration under the continuing 21Shares support agreement is entirely variable

based on future sponsor and management fee activity and is allocated to the service period in which the related support is provided.

The Company applies the practical expedient in ASC 606 and does not disclose an estimate of variable consideration allocated to future

performance obligations when that consideration is allocated entirely to a wholly unsatisfied performance obligation or to a distinct

future period of a series.

The Company’s significant judgments

in applying ASC 606 include: (i) identifying the integrated stand-ready or continuous service obligations; (ii) determining that the

customers simultaneously receive and consume the benefits of the services, resulting in over-time recognition; (iii) constraining variable

consideration until the underlying fee activity is determinable; (iv) determining the Company is principal for its own specified services

while excluding services controlled by 21Shares; and (v) concluding that the remaining CleanCore strategic advisory contract liability

was recognizable in other income upon the March 6, 2026 termination and release .

Customer and credit concentrations

During the year ended March 31, 2026,

CleanCore was a related party of the Company because of board and management relationships between the entities. CleanCore accounted

for approximately 97.4% of the Company’s revenue for the year ended March 31, 2026, reflecting $5,127,103 of CleanCore service revenue

recognized through March 6, 2026 (See Note 14 - Related Party Transactions). The $37,543,742 contract liability release upon termination

was recognized in other income. As a result of the termination of the strategic advisory agreement, the revenue recognized from that

arrangement is not expected to recur in future periods absent a new arrangement. No amount was due from CleanCore at March 31, 2026.

Approximately 83.7% of the Company’s accounts receivable balance at March 31, 2026, was due from 21Shares. The Company had no revenue

or accounts receivable during the period from incorporation on January 13, 2025, through March 31, 2025.

6. Prepaid and Other Current Assets

The following table presents

the components of prepaid and other current assets as of March 31, 2026, and 2025:

As of

March 31, 2026

March 31, 2025

Prepaid deposits

$ 1,019,732

$ -

Deferred RTO costs

900,834

Sponsorships

80,815

Prepaid insurance

40,907

Legal fees

20,112

548,131

Licencing fees

220,000

Prepaid expenses and other current assets

$ 2,062,400

$ 768,131

Prepaid expenses are recorded at cost

and recognized in expense as the related benefits are received. Investment-related deposits are reclassified when the underlying transaction

is completed or otherwise accounted for under the applicable contractual terms. The Company evaluates recoverability and expected realization

at each reporting date.

House of Doge Inc.

Notes to the Audited Consolidated Financial Statements

(In United States dollars, except for per share data)

Prepaid deposits

At March 31, 2026, prepaid deposits

consisted of the following investment-related advances and program implementation amounts:

As of

March 31,

2026

Sierre-Valais Sport SA (HC Sierre)

$ 892,685

Other deposits

127,047

Total prepaid deposits

$ 1,019,732

(i) Sierre-Valais Sport SA (HC Sierre) - On October 14,

2025, the Company, through its wholly owned subsidiary Dogecoin Ventures Inc., entered into a binding letter agreement with Venture Finance

AG in connection with a contemplated acquisition of a 19.9% minority equity interest in Sierre-Valais Sport SA (“SVS”), together

with related commercial arrangements. This equity interest encompasses the hockey and arena management operations of HC Sierre SA (“HC

Sierre”), a professional ice hockey team competing in the Swiss League. The contemplated purchase consideration was CHF 2.3 million,

of which CHF 700,000 (US $886,366) was paid in cash and CHF 5,000 (US $6,319) was settled in DOGE before year-end. The remaining CHF

1.595 million would become payable in shares of the Company following completion of the Company’s go-public transaction and the related

SVS closing. At March 31, 2026, the definitive equity acquisition had not closed, SVS shares had not been issued or transferred, and

no voting, dividend, liquidation or board-observer rights had been obtained. Accordingly, the $892,685 advanced was recorded as a prepaid

investment deposit rather than an equity investment. Management expected the amount to be applied at closing or otherwise recovered or

settled and identified no impairment indicators at March 31, 2026.

(ii) Other prepaid deposits of $127,047 at March 31, 2026 comprised

$100,000 related to contemplated DOGE prepaid debit card program with Debyt Inc. and a $27,047 related to LBK Triestina Holdings LLC.

No Debyt SAFE investment or warrant asset was recognized, and the LBK investment is presented separately within investments.

Other prepaid and deferred costs

Deferred transaction costs of $900,834

at March 31, 2026 consisted primarily of legal, accounting and other professional fees incurred in connection with the contemplated reverse

takeover transaction and remained deferred pending completion of the transaction. Other prepaid amounts are recognized as expense over

the applicable service or benefit periods.

House of Doge Inc.

Notes to the Audited Consolidated Financial Statements

(In United States dollars, except for per share data)

7. Investments

The following table presents the carrying

amounts of the Company’s investments as of March 31, 2026, and 2025:

As of

March 31,

2026

March 31,

2025

Equity securities:

DataCentrex Inc. common shares

$ 370,296

$ -

US Data and Energy, LLC membership units

2,750,000

Stay Inc. common shares

1,200,000

CleanCore Solutions Inc. Class B common shares

3,204,000

Equity securities

4,774,296

2,750,000

Unsecured convertible debt securities:

McQueen Labs Inc. - Tranche I

1,178,432

McQueen Labs Inc. - Tranche II

479,282

Unsecured convertible debt securities

1,657,714

Preferred stock:

McQueen Labs Inc. Series F convertible preferred shares

235,024

Preferred stock

235,024

Common stock purchase warrants:

CleanCore Solutions Inc. pre-funded warrants

355,918

CleanCore Solutions Inc. strategic advisory services warrants

3,567,386

Common stock purchase warrants

3,923,304

Equity-method investment:

LBK Triestina Holdings LLC

Total Investments

10,590,338

2,750,000

Less: Short-term investments

2,028,010

Long-term investments

$ 8,562,328

$ 2,750,000

a) Datacentrex

Inc. and predecessor investments (US Data and Energy, LLC and Dogehash Technologies, Inc.)

The following table presents the carrying

amount of the Company’s investment in DataCentrex Inc. (“DataCentrex” or “DTCX”) and its predecessor investment in

US Data and Energy, LLC (“USDAE”) as of March 31, 2026, and 2025:

As of

March 31, 2026

March 31, 2025

DataCentrex Inc. common stock

$ 370,296

$ -

USDAE membership units

2,750,000

Total equity investment

$ 370,296

$ 2,750,000

US Data and Energy, LLC

On March 13, 2025, the Company acquired

1,718,750 Class A membership units of USDAE for cash consideration of $2,750,000, representing an ownership interest of 15.32%. At March

31, 2025, USDAE was privately held and the investment did not have a readily determinable fair value. Accordingly, the investment was

carried at cost under the measurement alternative for equity securities, subject to impairment and adjustment for qualifying observable

price changes. No impairment or observable price adjustment was recorded as of March 31, 2025.

Partial disposition and conversion

to Dogehash Technologies Inc.

On July 10, 2025, the Company sold

1,562,500 USDAE membership units to an arm’s-length party for cash proceeds of $2,500,000. The sales price of $1.60 per unit equaled

the carrying amount of the units sold and, accordingly, no gain or loss was recognized. Following the disposition, the Company retained

156,250 units with a carrying amount of $250,000.

House of Doge

Inc.

Notes to the Audited Consolidated

Financial Statements

(In

United States dollars, except for per share data)

July 25, 2025, Dogehash Technologies Inc. (“Dogehash”) completed the acquisition of USDAE pursuant to an asset purchase transaction.

In connection with the transaction, the Company’s retained USDAE units were converted into 172,231 Dogehash common shares without additional

cash consideration. The conversion changed the number of securities held but did not change the Company’s total $250,000 carrying basis,

resulting in an allocated carrying amount of approximately $1.45 per Dogehash share immediately before subsequent remeasurement.

of September 30, 2025, the Company remeasured the Dogehash investment to $344,462 based on a recent equity financing transaction at $2.00

per share that management concluded the transaction was orderly and represented an observable price change for a similar equity security

of the same issuer. The Company recognized an unrealized gain of $94,462 in earnings. No impairment charges or downward observable-price

adjustments were recognized during the period in which the investment was privately held.

Conversion

to publicly traded DataCentrex Inc. common shares

December 15, 2025, Dogehash was acquired by Thumzup Media Corporation and the combined public company operated as DataCentrex Inc. (ticker:

DTCX). The Company continued to hold 172,231 common shares. Once the shares became publicly traded and had a readily determinable fair

value, the investment was measured at fair value at each reporting date, with changes in fair value recognized in earnings.

The

following table summarizes changes in the carrying amount during the year ended March 31, 2026:

As of

March 31,

2026

Balance as of March 31, 2025

$ 2,750,000

Carrying amount of USDAE units sold

(2,500,000 )

Net change in fair value recognized in earnings

120,296

Balance as of March 31, 2026

$ 370,296

March 31, 2026, the Company held 172,231 DTCX common shares, representing approximately 0.49% of the outstanding common shares, and the

quoted closing price was $2.15 per share. Accordingly, the investment was measured at $370,296 at March 31, 2026.

For

the year ended March 31, 2026, the Company recognized a net gain of $120,296 from changes in the carrying value of the retained investment.

The gain was recorded within loss (gain) on change in fair value of investments in the consolidated statement of loss and comprehensive

loss. The quoted DTCX closing price used at March 31, 2026 is a Level 1 input in the fair value hierarchy. Because the DTCX shares are

measured at fair value on a recurring basis, a separate impairment assessment is not applicable for the publicly traded investment.

b) Stay

Inc.

The

following table presents the carrying amount of the Company’s investment in Stay Inc. (“Stay”), a privately held company,

as of March 31, 2026, and 2025:

As of

March 31,

2026

March 31,

2025

Stay Inc. common shares

$ 1,200,000

$ -

Total investment in Stay Inc.

$ 1,200,000

$ -

House of Doge

Inc.

Notes to the Audited Consolidated

Financial Statements

(In

United States dollars, except for per share data)

Initial

investment and ownership

Pursuant

to agreement effective June 12, 2025, the Company, through its wholly owned subsidiary Dogecoin Ventures Inc., acquired 6,000,000 common

shares of Stay for cash consideration of $1,200,000, or $0.20 per share. The investment represented approximately 6.9% of Stay’s outstanding

basic common shares at the date of acquisition. The agreements provide the Company with the right to nominate one representative to Stay’s

board of directors; however, the representative’s involvement is limited to board meeting attendance and does not include participation

in Stay’s day-to-day operations or operating and financial policy-making processes. Based on the ownership level and the nature of its

involvement, the Company determined that it does not exercise significant influence over Stay Inc. Accordingly, the investment is not

accounted for under the equity method.

Subsequent

measurement

Stay

is a privately held operating company, and its common shares do not have a readily determinable fair value. The investment is therefore

measured using the measurement alternative for equity securities without readily determinable fair values, at cost less impairment, adjusted

for observable price changes in orderly transactions for identical or similar securities of the same issuer.

of March 31, 2026, the Company continued to hold 6,000,000 Stay common shares and did not identify a qualifying observable transaction

after the acquisition, and $0.20 per share remained the most recent completed financing price. Management also considered the available

information and did not identify indicators that the investment was impaired. Accordingly, no impairment loss or observable-price-change

adjustment was recognized during the year ended March 31, 2026, and the investment remained recorded at $1,200,000.

The

Company did not hold an investment in Stay as of March 31, 2025, because the subscription agreements and initial share purchase were

completed after that date.

Conditional

purchase commitments

Under

the agreement, the Company is required to purchase additional Stay common shares at $0.20 per share if specified liquidity events occur

within twelve months of June 12, 2025 effective date. The potential additional purchases are summarized below:

Triggering event

# of Shares

Purchase price

Conditional or final approval for listing on a recognized stock exchange by June 11, 2026

6,000,000

$ 1,200,000

Commencement of trading on a recognized stock exchange by June 11, 2026

6,000,000

1,200,000

Maximum potential additional commitment

12,000,000

$ 2,400,000

of March 31, 2026, neither of the liquidity-event conditions had occurred and no additional shares had been issued or purchased. Accordingly,

no liability was recognized for the conditional purchase commitments. If both conditions were satisfied within the contractual period,

the Company’s aggregate investment would increase to $3,600,000 for 18,000,000 Stay common shares.

House of Doge

Inc.

Notes to the Audited Consolidated

Financial Statements

(In

United States dollars, except for per share data)

c) McQueen

Labs Inc.

The

carrying amounts of the Company’s investments in McQueen Labs Inc. (“McQueen”) were as follows:

As of

March 31,

2026

March 31,

2025

Short-term investments

Senior unsecured convertible debenture – Tranche I

$ 1,178,432

$ -

Senior unsecured convertible debenture – Tranche II

479,282

Total convertible debentures

1,657,714

Long-term investments

Series F convertible preferred shares

235,024

Total investment in McQueen

$ 1,892,738

$ -

Transaction

and contractual terms

During

the year ended March 31, 2026, the Company, through its wholly owned subsidiary Dogecoin Ventures Inc. (“DVI”), acquired

two senior unsecured, non-interest-bearing convertible debentures issued by McQueen with aggregate principal of $1,700,000. The first

tranche of $1,200,000 was funded on May 9, 2025. The second tranche of $500,000 was funded on June 30, 2025, through the transfer of

3,002,813 DOGE. In connection with the financings, DVI also received an aggregate of 1,700 Series F convertible preferred shares.

The

debentures originally matured on February 9, 2026, and March 31, 2026, respectively. The agreements permitted two three-month extensions,

subject to the consent of the required holders. On February 9, 2026, and March 31, 2026, DVI consented to the first extensions, revising

the maturity dates to May 9, 2026, and June 30, 2026, respectively. As contractual consideration for the extensions, McQueen issued 180

and 75 additional Series F preferred shares, bringing DVI’s total holding to 1,955 Series F preferred shares at March 31, 2026.

a defined qualified financing or liquidity event does not occur, the debentures are repayable in cash at maturity. Prior to maturity,

the debentures are mandatorily convertible upon a “Qualified Offering” or “Qualified Event,” which includes a

qualifying public offering, direct listing, reverse takeover or de-SPAC transaction. The conversion price is the lower of the price derived

from the $54,000,000 valuation cap and 80% of the applicable five-day volume-weighted average trading price. The Series F preferred shares

are convertible into McQueen common shares based on a $0.54 conversion price and are restricted securities for which no active market

exists.

Accounting

and subsequent measurement

DVI

does not control McQueen and does not have the ability to exercise significant influence over McQueen’s operating or financial

policies. Accordingly, the convertible debentures are accounted for as available-for-sale debt securities under ASC 320, Investments

- Debt Securities, and the Series F preferred shares are accounted for as equity securities under ASC 321, Investments - Equity Securities.

the acquisition dates, the aggregate $1,700,000 purchase consideration was allocated first to the estimated fair value of the convertible

debentures of $1,495,631, with the residual $204,369 assigned to the initial 1,700 Series F preferred shares. The convertible debentures

are subsequently measured at fair value, with non-credit unrealized gains and losses recognized in other comprehensive income. The embedded

conversion feature was not accounted for separately from the debt host based on the terms and conditions of the instruments.

The

255 preferred shares received in connection with the first maturity extensions were initially measured at an aggregate grant-date fair

value of $30,655.

Because

the Series F preferred shares do not have a readily determinable fair value, the Company elected the measurement alternative under ASC

321 and carries the shares at cost, less impairment, adjusted for qualifying observable price changes in orderly transactions for identical

or similar securities of McQueen. The Company did not elect recurring fair value measurement for the Series F preferred shares. At March

31, 2026, the carrying amount of the 1,955 preferred shares was $235,024. The Company did not identify an impairment indicator or a qualifying

observable price change at March 31, 2026. During the year ended March 31, 2026, non-credit unrealized gains of $192,738 on the convertible

debentures were recognized in other comprehensive income and accumulated other comprehensive income.

House of Doge

Inc.

Notes to the Audited Consolidated

Financial Statements

(In

United States dollars, except for per share data)

The

convertible debentures are presented as short-term investments because their extended contractual maturity dates were within twelve months

of March 31, 2026. The Series F preferred shares are presented as long-term investments. The Company held no investment in McQueen at

March 31, 2025, because the initial financings occurred after that date.

Fair

value measurements

The

recurring fair value measurements of the convertible debentures and the nonrecurring grant-date fair value measurements of the Series

F preferred shares use significant unobservable inputs and, accordingly, are classified within Level 3 of the fair value hierarchy.

The

grant-date fair value of the Series F preferred shares received as extension consideration was estimated using an option-pricing-method

back solve calibrated to the consideration paid in recent McQueen equity financings. Significant unobservable inputs included a risk-free

interest rate of 3.92% and expected volatility of McQueen common shares of 125%. Following initial recognition, the shares are not remeasured

at recurring fair value.

The

following table summarizes the Company’s recurring Level 3 fair value measurements at March 31, 2026. The Series F preferred shares

are excluded because they are not subsequently measured at recurring fair value:

Instrument

Fair value

Valuation technique and significant unobservable inputs

Convertible debentures – Tranche I

$ 1,178,432

Present value cash flow model using contractual principal, remaining term and an 18.5% market-participant discount rate.

Convertible debentures – Tranche II

479,282

Presrnt value flow model using contractual principal, remaining term and an 18.5% market-participant discount rate.

Total recurring Level 3 investments

$ 1,657,714

Related-party

transactions

McQueen

is a related party of the Company due to management relationships between the entities. The Company’s related-party transactions

with McQueen consisted of the acquisition and extension of the convertible debentures and the receipt of Series F preferred shares described

above. The related investment balances were $1,892,738 and nil at March 31, 2026, and March 31, 2025, respectively. No amounts were payable

to McQueen at either date.

Credit

loss and impairment assessment

Available-for-sale

debt securities are evaluated for credit losses when their fair value is below adjusted amortized cost. At March 31, 2026, the fair value

of the McQueen debentures exceeded their adjusted amortized cost basis, and management did not identify a credit-related loss. Accordingly,

no allowance for credit losses was recorded. The Series F preferred shares are evaluated for impairment and qualifying observable price

changes under ASC 321. No impairment indicator or qualifying observable price change was identified at March 31, 2026.

d) CleanCore

Solutions Inc.

The

Company, through its wholly owned subsidiary Dogecoin Ventures Inc., holds CleanCore Solutions Inc. (“CleanCore”) common shares,

pre-funded warrants and strategic advisory services warrants. The following table summarizes the carrying amounts of these instruments:

As of

Instrument

March 31,

2026

March 31,

2025

CleanCore Class B common shares

$ 3,204,000

$ -

Pre-funded common stock purchase warrants

355,918

Strategic advisory services warrants

3,567,386

Total CleanCore investments and warrant assets

$ 7,127,304

$ -

House of Doge

Inc.

Notes to the Audited Consolidated

Financial Statements

(In

United States dollars, except for per share data)

Pre-funded

warrants and common shares

September 5, 2025, the Company acquired 10,000,000 pre-funded warrants to purchase CleanCore Class B common shares for aggregate consideration

of $10,000,000. The consideration consisted of $4,250,110 in cash and $5,749,890 in digital assets, representing 26,856,093 DOGE measured

at fair value on the transaction date. Each pre-funded warrant was exercisable for one CleanCore common share after payment of a nominal

remaining exercise price of $0.0001 per share. The aggregate nominal remaining exercise price of $1,000 was included in the upfront consideration.

September 23, 2025, 9,000,000 of the pre-funded warrants were automatically exercised and converted into 9,000,000 CleanCore common shares

after completion of the applicable shareholder notice and board approval process. Immediately before exercise, the warrants were remeasured

to an aggregate fair value of $17,820,000 using the quoted CleanCore share price of $1.98 per share. The resulting $8,820,000 fair value

gain was recognized in earnings, and the fair value of the exercised warrants was reclassified to CleanCore common shares. No substantive

additional cash consideration was paid upon exercise. Following the conversion, 1,000,000 pre-funded warrants remained outstanding.

March 31, 2026, the 9,000,000 common shares had a fair value of $3,204,000 based on the quoted closing market price of $0.356 per share.

The remaining 1,000,000 pre-funded warrants had a fair value of $355,918 based substantially on the quoted value of the underlying CleanCore

common shares, adjusted for the nominal remaining exercise price. The common shares and the remaining pre-funded warrants are remeasured

at each reporting date, and changes in fair value are recognized in earnings.

Strategic

advisory services warrants

September 5, 2025, the Company entered into a five-year strategic advisory services agreement with CleanCore. As noncash consideration

for strategic integration and diversification, treasury and industry advisory, vendor selection and strategic partnerships, reporting

and board advisory, and ongoing strategic support, the Company received 14,000,034 warrants to purchase CleanCore common shares. The

warrants were issued in the following two tranches:

Instrument

Quantity

Exercise

price

Expiration

date

March 31,

2026

fair value

Strategic advisory warrants - Tranche 1

8,750,021

$ 1.00

5-Sep-30

2,269,267

Strategic advisory warrants - Tranche 2

5,250,013

$ 1.33

5-Sep-30

1,298,119

Total warrants outstanding

14,000,034

$ 3,567,386

The

strategic advisory services warrants had an aggregate grant-date fair value of $41,700,044, consisting of $26,212,079 for the $1.00 tranche

and $15,487,964 for the $1.33 tranche. At grant, the Company recognized the warrant assets and a corresponding contract liability for

future advisory services. The strategic advisory arrangement was terminated effective March 6, 2026. The termination did not cancel,

forfeit, modify or subject the warrants to refund or claw back. Accordingly, the warrants remained outstanding as freestanding financial

assets and continued to be measured at fair value through earnings after the service arrangement ended. Upon termination of the strategic

advisory arrangement, the remaining $37,543,742 contract liability was recognized in other income.

House of Doge

Inc.

Notes to the Audited Consolidated

Financial Statements

(In

United States dollars, except for per share data)

Accounting

policy, related-party considerations and significant influence assessment

The

CleanCore common shares are equity securities with readily determinable fair values and are measured at fair value through net income

under ASC 321, Investments - Equity Securities. The pre-funded warrants and strategic advisory services warrants are freestanding financial

assets that are measured at fair value through earnings under the applicable financial instrument guidance, including ASC 815, Derivatives

and Hedging, and ASC 820, Fair Value Measurement. The Company recognizes changes in fair value within loss (gain) on change in fair value

of investments in the consolidated statements of operations and comprehensive loss. Because these instruments are measured at fair value

through earnings, a separate impairment model is not applied.

During

the year ended March 31, 2026, CleanCore was a related party of the Company because of board and management relationships between the

entities. Timothy Stebbing, the Company’s Chief Technology Officer, served as a CleanCore director, and Marco Margiotta, the Company’s

Chief Executive Officer, served as CleanCore’s Chief Investment Officer until March 4, 2026. The Company recognized $5,127,103 of related-party

revenue from CleanCore during the year, consisting of $4,156,303 of strategic advisory services revenue and $970,800 of asset management

services revenue. Upon termination of the strategic advisory arrangement, the remaining $37,543,742 contract liability was recognized

in other income. In connection with termination of the asset-management arrangement, the Company also recognized $5,353,326 of contract

termination settlement income in other income. No amount was due from CleanCore at March 31, 2026.

March 31, 2026, the 9,000,000 common shares represented approximately 4.1% of CleanCore’s 221,836,229 issued and outstanding common shares.

Assuming exercise of the remaining pre-funded warrants and all strategic advisory services warrants, the Company’s potential ownership

would have been approximately 10.1% before considering contractual beneficial ownership limitations of 4.99%, or 9.99% if elected following

the required advance notice. The Company had board representation at CleanCore through Timothy Stebbing, the Company’s Chief Technology

Officer. Management considered this board representation together with the Company’s limited voting ownership, potential ownership, beneficial

ownership limitations, absence of unilateral veto or consent rights, and the March 6, 2026, termination of the strategic advisory and

asset-management arrangements. Based on the totality of these facts and circumstances, management concluded that the Company did not

have the ability to exercise significant influence over CleanCore’s operating and financial policies at March 31, 2026. Accordingly,

the equity method of accounting was not applied.

The

Company did not hold CleanCore common shares or warrants at March 31, 2025, because the related transactions occurred after that date.

Fair

value changes recognized in earnings

The

following table summarizes the net changes in fair value recognized in earnings for the years ended March 31, 2026, and 2025:

For the Year Ended

January 13, 2025

(incorporation) to

Instrument

March 31,

2026

March 31,

2025

Pre-funded warrants and converted common shares

$ (6,440,082 )

$ -

Strategic advisory services warrants

(38,132,658 )

Total net fair value loss

$ (44,572,740 )

$ -

The

fair value changes reflect changes in CleanCore’s quoted share price and, for the strategic advisory services warrants, changes in the

market-based assumptions used in the option-pricing model. . The net fair value loss for the year includes the $8,820,000 gain recognized

immediately before conversion of the 9,000,000 pre-funded warrants and subsequent decreases in the fair value of the common shares and

warrants through March 31, 2026.

House of Doge

Inc.

Notes to the Audited Consolidated

Financial Statements

(In

United States dollars, except for per share data)

Fair

value hierarchy

The

following table presents the recurring fair value measurements for the CleanCore instruments as of March 31, 2026. There were no CleanCore

instruments measured at fair value as of March 31, 2025:

Instrument

Level 1

Level 2

Level 3

Total

CleanCore common shares

$ 3,204,000

$ -

$ 3,204,000

Pre-funded warrants

355,918

Strategic advisory services warrants

3,567,386

Total

$ 3,204,000

$ 3,923,304

$ -

$ 7,127,304

The

common shares are classified within Level 1 because they are valued using an unadjusted quoted price in an active market. The remaining

pre-funded warrants and strategic advisory services warrants are classified within Level 2 because their fair values are derived from

the quoted CleanCore common share price, contractual terms and other market-based observable inputs. The exercise of 9,000,000 pre-funded

warrants and receipt of the underlying common shares on September 23, 2025, at the $17,820,000 fair value of the instruments on the conversion

date.

Valuation

techniques and inputs

The

fair value of the remaining pre-funded warrants was based substantially on the quoted CleanCore common share price, adjusted for the

nominal remaining exercise price. The Company used the Black-Scholes option-pricing model to estimate the fair value of the strategic

advisory services warrants. The model is an income-approach valuation technique. The following table summarizes the principal inputs

used for the strategic advisory services warrants at March 31, 2026:

Valuation input

March 31,

2026

Application

CleanCore common share price

$ 0.356 per share

Quoted closing market price used as the underlying share price

Risk-free interest rate

3.92 %

U.S. Treasury yield consistent with the remaining contractual term

Expected term

4.44 years

Remaining period to the September 5, 2030 expiration date

Expected volatility

126.64 %

Historical volatility of CleanCore common shares used as a market-participant proxy

Dividend yield

0.00 %

No dividends assumed over the expected term

Exercise prices

$ 1.00 and $1.33

Contractual exercise prices for the strategic advsory warrant tranches

The

fair value of the strategic advisory services warrants is particularly sensitive to changes in CleanCore’s common share price and expected

volatility. In isolation, increases in the share price, expected term or expected volatility generally increase the estimated fair value

of the strategic advisory services warrants, while decreases in those assumptions generally reduce the estimated fair value. Changes

in the risk-free interest rate and dividend yield have a comparatively smaller effect at the reported exercise prices and remaining terms.

There

were no CleanCore instruments classified within Level 3 of the fair value hierarchy at March 31, 2026, or March 31, 2025; accordingly,

a Level 3 roll-forward is not presented.

e) LBK

Triestina Holdings LLC

The

Company, through its wholly owned subsidiary Dogecoin Ventures Inc. (“Dogecoin Ventures”), holds preferred membership units

in LBK Triestina Holdings LLC (“LBK”), a Delaware limited liability company that indirectly owns and operates Unione Sportiva

Triestina Calcio 1918 s.r.l. (“Triestina”), an Italian professional football club. The following table presents the carrying

amount of the Company’s equity-method investment:

As of

Investment

March 31,

2026

March 31,

2025

LBK Triestina Holdings LLC

$ -

House of Doge

Inc.

Notes to the Audited Consolidated

Financial Statements

(In

United States dollars, except for per share data)

The

Company did not hold an investment in LBK at March 31, 2025. Although the Company held a 40.03% direct ownership interest at March 31,

2026, the investment had a carrying amount of nil after the recognition of equity-method losses, basis-difference expense and impairment

losses during fiscal 2026.

Background

and ownership

August 29, 2025, and October 16, 2025, the Company advanced $2,350,000 and $2,314,400, respectively, toward the contemplated acquisition

of preferred membership units in LBK. Before the definitive transaction closed, the advances were accounted for as prepaid investment

deposits because the Company had not received membership units or substantive governance and economic rights.

December 1, 2025, LBK’s Second Amended and Restated Limited Liability Company Agreement became effective. Dogecoin Ventures was

admitted as a preferred member with 3,458,083 units, an initial sharing percentage of approximately 41.12% and an initial investment

cost of $4,664,400. The Company reclassified the principal prepaid investment deposits to an equity-method investment on that date.

February 10, 2026, the Company contributed EUR 446,267, or approximately $531,727, in response to a capital call and received 277,184

additional preferred units. At March 31, 2026, the Company held 3,735,267 preferred units, representing a direct ownership interest of

40.03%. Of the February contribution, $55,127 was funded through a related-party loan.

Equity-method

accounting and consolidation assessment

The

Company applies the equity method because its ownership interest, board-designation rights and participation rights provide the ability

to exercise significant influence over LBK’s operating and financial policies. LBK is managed by a two-member board acting as a

group. Under the definitive agreement, the Company held two contractual director-designation rights and did not control a majority of

the board or more than 50% of the voting interests. The Company also lacked unilateral power to direct the activities that most significantly

affect LBK’s economic performance. Accordingly, LBK is not consolidated under either the voting-interest or variable-interest-entity

model.

The

Company recognizes its direct share of LBK’s earnings or losses using the applicable sharing percentage and adjusts the investment

for purchase-date basis differences associated with the underlying net assets.

Basis

differences and equity-method goodwill

The

difference between the Company’s investment cost and its share of LBK’s underlying net assets was allocated to identifiable

assets and liabilities as if LBK were consolidated. The identifiable basis differences principally related to accounts receivable, prepaid

assets, property and equipment, player registrations and accounts payable and debt. The residual basis difference represents equity-method

goodwill, which is included within the single-line investment balance and is not separately amortized or separately tested for impairment.

These basis differences do not result in separate recognition of LBK’s underlying assets or liabilities in the Company’s

consolidated balance sheet.

As of

Cumulative purchase-price allocation

December 1,

2025

Cumulative investment cost

$ 4,664,400

Company share of LBK book net assets (deficit)

(2,603,543 )

Identifiable fair value basis differences

2,679,893

Residual equity-method goodwill

$ 4,588,050

During

the year ended March 31, 2026, the Company recognized $751,047 of expense associated with the amortization, accretion and realization

of identifiable basis differences. This amount is included in the Company’s share of loss from the equity-method investee.

House of Doge

Inc.

Notes to the Audited Consolidated

Financial Statements

(In

United States dollars, except for per share data)

The

following table presents the change in the carrying amount of the LBK investment during the year ended March 31, 2026:

Changes in carrying amount

Amount

Balance, March 31, 2025

$ -

Initial investment recognized on December 1, 2025

4,664,400

Additional capital contribution

531,727

Company share of LBK net losses

(1,882,059 )

Basis-difference expense

(751,047 )

Impairment losses

(2,563,021 )

Balance, March 31, 2026

$ -

The

Company recognized approximately $2,633,106 of equity-method loss for the year ended March 31, 2026, consisting of $1,882,059 of its

direct share of LBK’s net losses and $751,047 of basis-difference expense. No equity-method loss or impairment loss relating to

LBK was recognized during the year ended March 31, 2025.

Impairment

and nonrecurring fair value measurements

The

Company evaluates its equity-method investment for impairment when events or changes in circumstances indicate that a decline in value

may be other than temporary. During fiscal 2026, LBK experienced recurring operating losses, negative net assets, dependence on capital

calls, administrative penalties and relegation of Triestina from Serie C to Serie D was confirmed on March 15, 2026. Management also

considered legal and financial information indicating that a criminal investigation had commenced before year-end, LBK was technically

insolvent, creditor and potential judicial-liquidation exposure was significant, and a restructuring process and continued funding would

be required to avoid bankruptcy.

During

the year ended March 31, 2026, the Company recognized aggregate impairment losses of $2,563,021. At March 31, 2026, management concluded

that the decline in value was other than temporary and the investment’s estimated fair value was nil. Accordingly, the investment

had a carrying amount of nil at March 31, 2026.

The

March 31, 2026, fair value measurement was a non-recurring Level 3 measurement. Management used an income approach based on a discounted

cash flow model, including a selected discount rate of approximately 30.7%, a terminal revenue multiple of approximately 0.75x and approximately

$14.6 million of net debt and debt-like obligations. The model produced no value available to equity holders. In estimating fair value,

management considered LBK’s recurring operating losses, negative net assets and dependence on capital support, together with Triestina’s

relegation, ongoing criminal proceedings, technical insolvency, creditor and potential judicial-liquidation exposure, and the need for

restructuring and continued funding. Based on the totality of these factors and the absence of residual value available to equity holders,

management estimated the fair value of the investment at nil.

Certain

legal, creditor and restructuring developments occurred after March 31, 2026. Management considered those developments only to the extent

that they provided additional evidence about financial and legal conditions that existed at the balance-sheet date. Accordingly, the

March 31 impairment was reflected as an adjusting event in the fiscal 2026 consolidated financial statements.

Summarized

unaudited financial information of LBK Triestina Holdings LLC

The

following summarized unaudited financial information represents 100% of LBK’s balances and results and is not adjusted for the

Company’s ownership percentage, purchase-price basis differences or impairment charges (in thousands):

Balance sheet information

As of

(in thousands)

31-Mar-26

Current assets

$ 2,316

Non-current assets

886

Total assets

3,202

Current liabilities

15,737

Total liabilities

15,737

Members’ equity (deficit)

$ (12,535 )

House of Doge

Inc.

Notes to the Audited Consolidated

Financial Statements

(In

United States dollars, except for per share data)

Summarized

results of operations:

For

the four-month period from December 1, 2025, the date the Company began applying the equity method, through March 31, 2026, LBK reported

revenue of approximately $144,613 and a net operating loss of approximately $4,689,512. The Company’s direct share of that loss

was approximately $1,882,059 before basis-difference expense and impairment charges.

Income statement information

(in thousands)

December 1,

2025

March 31,

2026

Revenue

$ 145

Total operating expenses

4,835

Net operating loss

$ (4,690 )

8. Intangible

Assets and License Contract Liability

January 31, 2025, the Company entered into an exclusive, royalty-bearing trademark license agreement (the “License Agreement”)

with Dogecoin Foundation, Inc. and MadeUpNumbers Ltd. (collectively, the “Licensors”). The License Agreement grants the Company

worldwide rights to use certain DOGE-related trademarks, including the DOGE mark, in connection with the manufacture, marketing, sale

and distribution of licensed goods and services. The initial contractual term is five years, and the Company has an option to renew the

arrangement for an additional fifteen-year period.

Under

the License Agreement, the Company is required to pay a royalty equal to 5% of net sales of licensed products and services, subject to

a minimum aggregate royalty payment of $200,000 per month during the initial five-year term. The minimum royalty payments are payable

monthly in advance. The Company determined that the trademark license is a finite-lived intangible asset and amortizes the recognized

cost on a straight-line basis over the initial five-year contractual term.

Initial

recognition and measurement

inception, the Company recognized the trademark license at a gross carrying amount of $8,014,429, consisting of $7,945,832 for the present

value of minimum guaranteed royalty payments, $65,400 for the fair value of 32,700,000 common shares issued to the Licensors, and $3,197

for the initial fair value of the contractual top-up rights. The present value of the minimum royalty payments was determined using an

annual discount rate of 18.5%.

corresponding license payment obligation was recognized for the present value of the fixed minimum royalty payments. The obligation is

subsequently measured at amortized cost using the effective interest method. Scheduled minimum royalty payments reduce the obligation,

and the unwinding of the discount is recognized as finance expense.

Intangible

license asset

The

following table presents the continuity of the intangible license asset by initial consideration component, consistent with the Company’s

underlying financial statement reconciliation:

Intangible license asset

Amount

Balance, March 31, 2025

$ 7,747,281

Amortization expense

(1,602,886 )

Balance, March 31, 2026

$ 6,144,395

House of Doge

Inc.

Notes to the Audited Consolidated

Financial Statements

(In

United States dollars, except for per share data)

The

Company’s finite-lived intangible assets consist solely of the trademark license. The following table presents the gross carrying

amount, accumulated amortization and net carrying amount of the finite-lived trademark license:

As of

March 31,

2026

March 31,

2025

Gross carrying amount

$ 8,014,429

Accumulated amortization

(1,870,034 )

(267,148 )

Intangible license asset, net

$ 6,144,395

$ 7,747,281

Amortization

expense was $1,602,886 for the year ended March 31, 2026, and $267,148 for the year ended March 31, 2025. No additions or impairment

charges were recorded during the year ended March 31, 2026. Estimated amortization expense for the remaining contractual term is as follows:

Year ending March 31

Estimated

amortization

expense

2027

$ 1,602,886

2028

1,602,886

2029

1,602,886

2030

1,335,737

Total

$ 6,144,395

License

contract liability

The

following table presents the changes in the license contract liability during the year ended March 31, 2026:

License contract liability

Amount

Balance, March 31, 2025

$ 7,859,008

Minimum royalty payments

(2,400,000 )

Finance expense

1,256,430

Balance, March 31, 2026

$ 6,715,438

March 31, 2026, the undiscounted future minimum royalty payments and their reconciliation to the carrying amount of the license contract

liability were as follows:

Minimum payments under the License Agreement

Amount

Within one year

$ 2,400,000

Two to three years

4,800,000

Four to five years

2,000,000

Total minimum payments

9,200,000

Less: effect of discounting

(2,484,562 )

Present value of minimum payments

$ 6,715,438

Less: current portion

(2,400,000 )

Non-current portion

$ 4,315,438

The

license contract liability is presented as follows:

As of

Classification

March 31,

2026

March 31,

2025

Current portion

$ 2,400,000

Non-current portion

4,315,438

5,459,008

Total license contract liability

$ 6,715,438

$ 7,859,008

House of Doge

Inc.

Notes to the Audited Consolidated

Financial Statements

(In

United States dollars, except for per share data)

Equity

guarantee and amendment

The

original License Agreement included an equity guarantee under which the Licensors were entitled to own no less than 9.99% of the Company

immediately following a qualifying go-public event. The guarantee was accounted for separately from the license contract liability. At

March 31, 2025, the separate equity guarantee liability was measured at $799,364. On June 25, 2025, the Company settled the guarantee

by issuing 1,598,731 additional common shares with a fair value of $1,055,163. The parties subsequently amended and restated the License

Agreement to reflect aggregate share consideration of 34,298,731 common shares; all other material terms of the License Agreement continued

to apply. At March 31, 2026, no liability remained related to the equity guarantee. The settlement did not change the fixed minimum royalty

payment schedule, and no additional amount was capitalized to the trademark license during the year ended March 31, 2026.

Impairment

assessment

The

trademark license is tested for recoverability when events or changes in circumstances indicate that its carrying amount may not be recoverable.

As of March 31, 2026, the Company identified no triggering event. Management considered the continued use of the licensed marks in commercialization

and strategic initiatives, the absence of plans to abandon or materially change their use, the continued enforceability of the contractual

rights, and the absence of adverse legal or regulatory developments preventing use of the marks. Management also considered the continued

market recognition and commercial relevance of the DOGE brand, including the April 2025 European Dogecoin exchange-traded product and

the January 2026 launch of the 21Shares Dogecoin ETF in the United States. Management concluded that volatility in the spot price of

DOGE, in isolation, was not determinative because the license derives value from the right to use the DOGE name, logos and related intellectual

property in current and future products and services. Based on this assessment, the Company did not identify indicators that the carrying

amount of the trademark license may not be recoverable. Accordingly, no recoverability test was required, and no impairment loss was

recognized for the years ended March 31, 2026, or 2025.

9. Accounts

payable and Accrued Liabilities

Accounts

payable and accrued liabilities consisted of the following:

As of

March 31,

2026

March 31,

2025

Accounts payable

$ 822,783

$ 235,703

Accrued liabilities

1,498,298

100,000

Payroll liabilities

173,430

Other payables

61,047

30,000

Accounts payable and accrued liabilities

$ 2,555,558

$ 365,703

House of Doge

Inc.

Notes to the Audited Consolidated

Financial Statements

(In

United States dollars, except for per share data)

10. Short-Term

Debt

The

following table presents the carrying amounts of the Company’s short-term debt as of March 31, 2026, and 2025. All outstanding

debt at March 31, 2026, was classified as current because the contractual maturities or repayment requirements were within twelve months

of the reporting date. Related-party debt is presented separately on the consolidated balance sheet and is disclosed in Note 14 - Related

Party Transactions.

As of

Debt instrument

Debt

balance

Accrued

interest

March 31,

2026

March 31,

2025

Secured promissory note - TBH Holdings Inc.

$ 8,020,417

$ 1,114

$ 8,021,531

$ -

Additional short-term advance -TBH Inc.

1,302,500

Total short-term debt

$ 9,322,917

$ 1,114

$ 9,324,031

$ -

Debt

continuity

The

following table summarizes changes in short-term debt during the year ended March 31, 2026:

Balance at March 31, 2025

$ -

Borrowings and advances

15,644,000

Principal repayments

(6,321,083 )

Interest expense

250,135

Interest paid

(249,021 )

Balance at March 31, 2026

$ 9,324,031

Secured

promissory note — The Brag House Holdings, Inc.

October 14, 2025, the Company entered into a secured promissory note with The Brag House Holdings, Inc. (“Brag House” or

“TBH”). The note initially provided for borrowings of up to $8.0 million and was amended on December 4, 2025, to increase

the maximum borrowing capacity to $11.0 million. The note bears interest at 5.0% per annum, was scheduled to mature on April 14, 2026,

or earlier upon acceleration under Section 11, and provides for a higher rate following an event of default. The obligation is secured

by substantially all assets of the Company and its guarantor subsidiaries, including cash, receivables, investment property, equity interests,

general intangibles and intellectual property. The December 2025 amendment subordinated Brag House’s security interest to senior

liens held by YA II PN, Ltd. (“Yorkville”). Those liens arose under a separate December 4, 2025 convertible promissory note

financing with Yorkville and represented senior security interests in specified collateral, including designated CleanCore Solutions

Inc. securities held in controlled brokerage accounts. Accordingly, Yorkville had priority over Brag House with respect to collateral

subject to Yorkville’s senior liens. Effective April 14, 2026, subsequent to year end, the parties amended the note to extend the

maturity date to the earlier of June 30, 2026, and the date on which all amounts become due under Section 11. No other terms were modified.

During

fiscal 2026, Brag House funded aggregate advances of $8,779,000, including the initial $8,000,000 advance and subsequent advances of

$779,000. The Company repaid $758,583 of principal and $199,542 of interest before March 31, 2026. At March 31, 2026, outstanding principal

was $8,020,417 and accrued interest was $1,114, resulting in a carrying amount of $8,021,531. The obligation was presented as short-term

debt.

House of Doge

Inc.

Notes to the Audited Consolidated

Financial Statements

(In

United States dollars, except for per share data)

Additional

short-term advance – The Brag House Inc.

December 4, 2025, the Company received a noninterest-bearing short-term advance of $3,365,000 from Brag House. The advance was due on

demand. The Company made debt repayments of $687,500 in January 2026 and $1,375,000 in March 2026. The recorded carrying amount of the

Brag House advance was $1,302,500 at March 31, 2026. No separate accrued interest balance was recorded at March 31, 2026. The obligation

was presented as short-term debt. The advance was accounted for at amortized cost. The Company had no short-term debt measured at fair

value as of March 31, 2026.

Repaid

secured demand note

September 2, 2025, the Company borrowed $3,500,000 under a secured short-term demand note with NE SPC LP. The note bore interest at 12.0%

per annum and was secured by a continuing general lien over substantially all assets of the Company. The Company repaid the full $3,500,000

principal balance on October 14, 2025, and paid aggregate interest of $49,479. Accordingly, no amount was outstanding under this note

at March 31, 2026.

Interest

expense

Interest

expense on short-term debt was $250,135 for the year ended March 31, 2026, consisting principally of interest on the NE SPC LP and Brag

House secured notes. Cash interest paid during fiscal 2026 was $249,021. The Company had no debt or related interest expense during the

period ended March 31, 2025.

11. Capital

Stock and Restricted Share Units

Authorized

and outstanding common stock

Pursuant

to the Company’s governing documents, the Company is authorized to issue up to 1,000,000,000 shares of voting common stock and

1,000,000,000 shares of nonvoting common stock, each with no par value. Each voting common share is entitled to one vote. No nonvoting

common shares were issued or outstanding at March 31, 2026 or March 31, 2025. Because the common shares have no par value, the recorded

amounts associated with common share issuances are presented within additional paid-in capital.

As of

March 31,

2026

March 31,

2025

Voting common shares issued and outstanding

329,929,374

270,000,001

Additional paid-in capital

$ 46,301,293

$ 540,001

Common stock subscribed but unissued

$ -

$ 11,861,742

Common

stock activity

Fiscal

2026 common stock transactions

● During

the year ended March 31, 2026, the Company issued 45,898,485 common shares to settle subscriptions

and other share-based obligations for which $11,861,742 had been classified as common stock

subscribed but unissued at March 31, 2025. Upon issuance, the amount was reclassified to

additional paid-in capital.

● The

Company also issued 20,090,339 common shares for aggregate cash proceeds of $12,450,000.

These issuances included 58,824 shares at $0.17 per share on April 30, 2025, 4,880,000 shares

at $0.50 per share on June 2, 2025, and 15,151,515 shares at $0.66 per share on June 15,

2025.

House of Doge

Inc.

Notes to the Audited Consolidated

Financial Statements

(In

United States dollars, except for per share data)

● During

the same period, the Company issued 7,341,818 common shares for services with an aggregate

grant-date fair value of $1,456,000, comprising 6,800,000 shares at $0.17 per share, 360,000

shares at $0.50 per share and 181,818 shares at $0.66 per share. On June 25, 2025, the Company

issued 1,598,731 shares at $0.66 per share, with a fair value of $1,055,162, to settle the

equity guarantee associated with the Company’s trademark licensing arrangement.

● On

July 29, 2025, the Company issued 5,000,000 common shares in contemplation of consulting

services, with a fair value of $3,300,000. The underlying services were not rendered, and

the shares were subsequently cancelled on December 31, 2025; accordingly, the issuance and

cancellation had no net effect on common shares outstanding or additional paid-in capital

at March 31, 2026.

● On

July 16 and July 17, 2025, the Company repurchased and cancelled an aggregate of 15,000,000

common shares for total consideration of $2,500,000. Because the shares were cancelled, no

treasury shares remained outstanding at March 31, 2026. The repurchase reduced additional

paid-in capital by $30,000, representing the recorded amount associated with the repurchased

shares, and the remaining $2,470,000 was charged to accumulated deficit.

Fiscal

2025 common stock transactions

During

the period from incorporation through March 31, 2025, the Company issued one incorporator share, 232,000,000 common shares for aggregate

proceeds of $464,000, 5,300,000 common shares for services with a fair value of $10,600, and 32,700,000 common shares as consideration

under the Company’s trademark licensing arrangement with a fair value of $65,400. In addition, at March 31, 2025, the Company had

received or recognized $11,861,742 relating to 45,898,485 common shares that had not yet been issued and were presented as common stock

subscribed but unissued.

Restricted

share units

The

Company grants equity-classified restricted share units (“RSUs”) to employees, executives, contractors and consultants. The

RSUs generally vest based on continued service, with vesting terms ranging from immediate vesting to quarterly vesting over periods of

up to 18 months. The grant-date fair value of the awards was based on contemporaneous private-company common share financing prices of

$0.50 or $0.66 per share. Compensation cost is recognized over the requisite service period for each vesting tranche.

The

following tables summarize activity in the Company’s outstanding RSUs and their vesting status for the year ended March 31, 2026.

The Company had no RSUs outstanding at March 31, 2025:

RSU activity

Number of

Units

Weighted-Average

Grant-Date

Fair

Value

Outstanding at March 31, 2025

$ -

Granted

39,047,000

0.58

Outstanding at March 31, 2026

39,047,000

$ 0.58

Vesting status at March 31, 2026

Number of

Units

Weighted-Average

Grant-Date

Fair

Value

Vested and outstanding

23,497,000

$ 0.56

Nonvested

15,550,000

0.61

Total outstanding

39,047,000

$ 0.58

March 31, 2026, 23,497,000 RSUs had vested and remained outstanding pending settlement in common shares as the settlement was deferred

until a liquidity event. These vested RSUs were not included in the 329,929,374 issued and outstanding common shares presented above.

The aggregate grant-date fair value of RSUs vested during the year ended March 31, 2026 was $13,108,020. Subsequent to the year-end,

upon completion of the reverse recapitalization, 28,747,000 vested predecessor RSUs, including the 23,497,000 vested at March 31, 2026,

were settled.

House of Doge

Inc.

Notes to the Audited Consolidated

Financial Statements

(In

United States dollars, except for per share data)

Share-based compensation

For the

Years Ended

March 31,

2026

January 13,

2025

(incorporation) to

March 31,

2025

RSU compensation expense

$ 18,968,388

$ -

Total grant-date fair value of RSUs granted

22,571,020

Unrecognized compensation cost at period end

$ 3,602,632

$ -

Weighted-average remaining recognition period

0.7

years

RSU

compensation expense is included within general and administrative expenses in the consolidated statement of loss and comprehensive loss.

At March 31, 2026, total unrecognized compensation cost related to nonvested RSUs was approximately $3.6 million, which is expected to

be recognized over a weighted-average period of approximately 0.7 years, subject to the continued satisfaction of the applicable service

conditions.

12. General

and administrative expenses

The

following table presents the Company’s operating expenses for the years ended March 31, 2026 and 2025

For the

Years Ended

March 31,

2026

January 13,

2025

(incorporation) to

March 31,

2025

General and administrative:

Rent

$ -

$ 20,000

Bank fees

21,672

Dues and subscriptions

28,800

Insurance

53,593

Office expenses

255,714

3,646

Travel and entertainment

1,052,455

64,796

Salaries and benefits

1,227,009

Technology development

3,064,328

149,221

Consulting fees

4,063,804

1,092,470

Share-based compensation

18,968,388

General and administrative expenses

$ 28,735,763

$ 1,330,133

13. Loss

Per Share

Basic

net loss per share is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares

outstanding during the period, including fully vested restricted share units (“RSUs”) that are noncontingently issuable. Fully

vested RSUs are included from their respective vesting dates. Diluted net loss per share is computed by giving effect to potential common

shares when their inclusion would be dilutive. The Company reported a net loss for each period presented. Accordingly, unvested RSUs

were excluded from the calculation of diluted net loss per share because their inclusion would have been anti-dilutive, and basic and

diluted net loss per share were the same.

House of Doge

Inc.

Notes to the Audited Consolidated

Financial Statements

(In

United States dollars, except for per share data)

The

following table presents the computation of basic and diluted net loss per share:

For the Years Ended

March 31,

2026

March 31,

2025

Numerator:

Net loss attributable to common stockholders

$ (36,860,105 )

$ (4,021,752 )

Denominator:

’

Weighted-average common shares outstanding

327,085,462

3,333,334

Weighted-average fully vested RSUs

9,504,641

Weighted-average common shares outstanding, basic and diluted

336,590,103

3,333,334

Net loss per share, basic and diluted

$ (0.11 )

$ (1.21 )

Potential common shares excluded from diluted net loss per share:

Unvested RSUs outstanding at period end

15,550,000

March 31, 2026, 23,497,000 RSUs had vested and remained outstanding pending settlement in common shares. The weighted-average portion

of those vested RSUs included in the basic and diluted denominator was 9,504,641 for the year ended March 31, 2026. The Company had no

RSUs outstanding during the period ended March 31, 2025.

14. Related

Party Transactions

The

Company defines key management personnel as those persons having authority and responsibility for planning, directing and controlling

the activities of the Company directly or indirectly. The Company considers its directors, executive officers and entities controlled

by such individuals to be related parties.

Former

director and officer of the Company

During

the year ended March 31, 2026, the Company incurred consulting fees of $239,500 and issued 600,000 common shares with a grant-date fair

value of $102,000 to a firm controlled by a former director and officer of the Company. The former director resigned effective September

5, 2025. The services were provided in the ordinary course of business and were recorded based on the contractual amounts agreed to by

the parties. No comparable related-party consulting fees or share-based consideration were recognized during the period from incorporation

on January 13, 2025 through March 31, 2025.

Related-party

debt

February 10, 2026, the Company entered into an unsecured and subordinated short-term promissory note with Marco Margiotta, the Company’s

Chief Executive Officer and a director, providing for borrowings of up to $1,000,000. The note bears interest at 4.45% per annum, matures

on December 31, 2026 and may be prepaid, in whole or in part, without penalty. Principal and accrued interest under the note are subordinated

to all secured indebtedness of the Company. The transaction was approved by the disinterested directors, and the related director disclosed

his interest and abstained from the deliberation and approval process.

During

the year ended March 31, 2026, the Company borrowed $55,127 under the note to fund a portion of the Company’s capital contribution

to LBK Triestina Holdings LLC. At March 31, 2026, the outstanding principal was $55,127 and accrued interest was $329, resulting in a

total related-party loan payable of $55,456, which was classified as related-party debt on the consolidated balance-sheet. No related-party

loan balance was outstanding at March 31, 2025.

CleanCore

Solutions Inc.

During

the year ended March 31, 2026, CleanCore was a related party because Timothy Stebbing, the Company’s Chief Technology Officer,

served as a director of CleanCore and Marco Margiotta, the Company’s Chief Executive Officer, served as CleanCore’s Chief

Investment Officer until March 4, 2026. The Company recognized $5,127,103 of revenue from CleanCore, comprising $4,156,303 of strategic

advisory services revenue and $970,800 of asset management services revenue. Following termination of the arrangements on March 6, 2026,

the Company recognized other income of $37,543,742 upon derecognition of the remaining contract liability and $5,353,326 as contract

termination settlement income. No amount was due from CleanCore at March 31, 2026. (See Note 5 - Accounts Receivable, Deferred Revenue

and Revenue Recognition, and Note 7 - Investments, for additional information regarding the arrangements and the Company’s CleanCore

securities).

House of Doge

Inc.

Notes to the Audited Consolidated

Financial Statements

(In

United States dollars, except for per share data)

Founder

Related Party

One

of the Company’s founders has family members and associated companies who have had transactions with the Company during the period

ended March 31, 2026 and 2025. In aggregate, this group holds 25.99% of the outstanding common shares of the Company for the period ended

March 31, 2026. The table below summarizes investment with the founder-related group as of March 31, 2026 and 2025:

As of

March 31,

2026

March 31,

2025

McQueen Labs Inc.

Convertible debentures Tranche I

$ 1,178,432

$ -

Convertible debentures Tranche II

479,282

Total Unsecured convertible debt securities

1,657,714

Series F convertible preferred shares

235,024

Total Preferred shares

235,024

Total McQueen Labs Inc. Investment

$ 1,892,738

$ -

The

table below summarizes expenses incurred with the founder-related group during the period ended March 31, 2026 and 2025:

For the

Years Ended

March 31,

2026

January 13,

2025

(incorporation) to

March 31,

2025

Other general and administration

$ 233,970

$ 22,340

Consulting fees

1,130,812

307,500

Advertising and marketing

1,385,532

825,000

Total Expenses

$ 2,750,314

$ 1,154,840

15. Financial

Instruments and Risk Management

The

Company’s financial instruments include cash, accounts receivable, equity and debt securities, investments, warrant assets, accounts

payable and accrued liabilities, short-term debt and license contract liability. The Company recognizes and measures these instruments

under applicable U.S. GAAP and evaluates its exposure to credit, liquidity, market-price, valuation, interest-rate and foreign-currency

and concentration risks. Digital assets are not financial instruments under U.S. GAAP; however, the Company may be exposed to digital-asset

price and service-provider risks.

Fair

value measurements

Fair

value measurements are classified within a three-level hierarchy. Level 1 inputs are unadjusted quoted prices in active markets for identical

assets or liabilities; Level 2 inputs are observable inputs other than Level 1 quoted prices; and Level 3 inputs are significant unobservable

inputs. Classification is based on the lowest-level input that is significant to the measurement in its entirety. The Company recognizes

transfers between levels at the beginning of the reporting period in which the transfer occurs. There were no transfers between levels

during the year ended March 31, 2026.

House of Doge

Inc.

Notes to the Audited Consolidated

Financial Statements

(In

United States dollars, except for per share data)

The

following tables present assets and liabilities measured at fair value on a recurring basis. Instruments carried under the measurement

alternative; the equity method or amortized cost are excluded. Detailed Level 3 roll-forwards, valuation techniques, significant unobservable

inputs and sensitivity information are presented in Note 7 – Investments and See Note 8 – Intangible Assets and License Contract

Liability for the measurement and contractual terms of the license contract liability.

Financial instrument

Level 1

Level 2

Level 3

Total fair

value

Fair value measured as of March 31, 2026

DataCentrex Inc. common shares

$ 370,296

$ -

$ 370,296

CleanCore Solutions Inc. common shares

3,204,000

CleanCore pre-funded warrants

355,918

CleanCore strategic advisory services warrants

3,567,386

McQueen convertible debenture - Tranche I

1,178,432

McQueen convertible debenture - Tranche II

479,282

Total assets measured at fair value

$ 3,574,296

$ 3,923,304

$ 1,657,714

$ 9,155,314

Financial instrument

Level 1

Level 2

Level 3

Total fair

value

Fair value measured as of March 31, 2025

Equity guarantee liability

$ -

$ 799,364

$ -

$ 799,364

Total liabilities measured at fair value

$ -

$ 799,364

$ -

$ 799,364

DataCentrex

and CleanCore common shares were valued using unadjusted quoted market prices. The remaining CleanCore pre-funded and strategic advisory

services warrants were classified within Level 2 because their fair values were derived from the quoted CleanCore common share price,

contractual terms and other market based observable inputs. The McQueen convertible debentures were classified within Level 3 because

their measurements incorporated significant unobservable inputs. The McQueen Series F preferred shares were excluded from the recurring

fair-value hierarchy because the Company elected the ASC 321 measurement alternative; their grant-date fair value measurements were categorized

within Level 3. The March 31, 2025 equity guarantee liability classified within Level 2 was settled through the issuance of common shares

during fiscal 2026. (See Note 7 - Investments for instrument-specific roll-forwards, valuation techniques, significant inputs and sensitivity

information, and Note 8 - Intangible Assets and License Contract Liability for the equity guarantee settlement).

Nonrecurring

measurements and instruments not measured at fair value

During

fiscal 2026, the Company recognized aggregate impairment losses of $2,563,021 on its LBK Triestina Holdings LLC equity-method investment.

The March 31, 2026 impairment measurement was a nonrecurring Level 3 measurement and reduced the investment to nil. (See Note 7 - Investments

for the impairment indicators, valuation methodology and significant assumptions).

The

Stay Inc. equity investment of $1.2 million and the McQueen Series F preferred shares with a carrying amount of $235,024 at March 31,

2026 and the US Data and Energy, LLC investment of $2.75 million at March 31, 2025 were accounted for under the ASC 321 measurement alternative

for equity securities without readily determinable fair values and were not included in the recurring fair-value hierarchy at the applicable

reporting date. The McQueen preferred shares were initially measured at grant-date fair value using Level 3 inputs and subsequently carried

at cost, less impairment, adjusted for qualifying observable price changes. See Note 7 – Investments.

The

carrying amounts of cash, accounts receivable, accounts payable and accrued liabilities approximate fair value because of their short

maturities. The license contract liability and short-term debt are measured at amortized cost and are not included in the recurring fair

value hierarchy. (See Note 8 - Intangible Assets and License Contract Liability and Note 10 - Short-Term Debt for their measurement and

contractual terms).

House of Doge

Inc.

Notes to the Audited Consolidated

Financial Statements

(In

United States dollars, except for per share data)

Financial

risk management

The

Company’s activities expose it to several financial risks. Management monitors these risks through cash-flow forecasting, counterparty

and investment review, aging and collection procedures, periodic valuation processes and review of contractual obligations. The Company

did not use foreign exchange, interest-rate or other hedging derivatives during the years ended March 31, 2026 and 2025.

Credit

risk

Credit

risk is the risk of financial loss if a counterparty or issuer fails to meet its contractual obligations. The Company’s principal

credit exposures arise from cash, accounts receivable and the McQueen convertible debentures. The Company maintains cash with commercial

banks and third-party digital-asset service providers. At March 31, 2026, approximately $1.5 million of the Company’s cash consisted

of U.S. dollar fiat funds maintained through its Bitstamp account and did not represent digital assets. Cash balances maintained with

banks may exceed applicable deposit-insurance limits, while amounts maintained through digital-asset service providers are subject to

additional counterparty, operational, custody, cybersecurity and access risks. The Company uses Bitstamp/ BitGo for certain cash and

digital-asset trading, custody and related activities. The Company monitors the creditworthiness and financial condition of significant

counterparties and has not experienced losses on its cash balances.

The

Company mitigates credit risk for accounts receivable by adopting a policy of transacting with creditworthy counterparties and continuously

monitoring exposure and credit ratings. Risk is actively managed by enforcing clear credit policies and payment terms and regularly reviewing

aging reports to ensure receivables remain current. Subsequent to the quarter end, amounts receivable from customers were realized in

full. At March 31, 2026, accounts receivable were $129,268, of which approximately 83.7% was due from 21Shares. Based on counterparty

credit quality, aging, collection experience and current and expected conditions, no allowance for expected credit losses was recorded

at March 31, 2026 or 2025. Available-for-sale debt securities are evaluated for credit losses when fair value is below amortized cost.

The fair value of the McQueen debentures exceeded their adjusted amortized cost basis at March 31, 2026, and no credit-loss allowance

was recorded.

Market-price

and valuation risk

Market-price

and valuation risk is the risk that changes in quoted equity prices, volatility, credit conditions, expected cash flows or other valuation

assumptions will affect the Company’s financial results or the carrying amount of its investments. The objective of market risk

management is to manage and control market risk exposures within acceptable limits, while maximizing the Company’s returns.

Total

investments were $10.6 million at March 31, 2026, compared with $2.75 million at March 31, 2025. Approximately $7.1 million, or 67. 3%,

of the March 31, 2026 investment balance related to CleanCore common shares and warrants. Changes in quoted market prices are recognized

in earnings, and other observable market-based inputs affect Level 1 and Level 2 measurements. The Level 3 McQueen measurements are sensitive

to discount rates, expected cash flows, underlying equity values, expected volatility and conversion timing and outcomes. The Company

recognized a net fair value loss on investments of $44,452,444 in earnings during fiscal 2026, an unrealized gain of $192,738 on the

McQueen available-for-sale debt securities in other comprehensive income and impairment losses of $2,563,021 on the LBK equity-method

investment (See Note 7 - Investments)

Interest-rate

and debt risk

Interest-rate

risk is the risk that changes in market interest rates will affect future cash flows or fair values. The Company’s short-term

borrowings and license contract liability bear fixed or predetermined contractual rates and measured at amortized cost , limiting

direct cash-flow exposure to changes in market rates. Changes in market discount rates may nevertheless affect the fair values of

the McQueen investments and other valuation-sensitive instruments. The Company did not enter into interest-rate hedging contracts

during fiscal 2026 or 2025.

House of Doge

Inc.

Notes to the Audited Consolidated

Financial Statements

(In

United States dollars, except for per share data)

March 31, 2026, the Company had short-term debt of $9,324,031 and related-party debt of $55,456, compared with nil at March 31, 2025,

and a license contract liability of $6,715,438, compared with $7,859,008 at March 31, 2025. These obligations bear fixed or predetermined

contractual rates. All debt outstanding at March 31, 2026 was classified as current. Certain borrowings are secured by substantially

all Company assets and specified CleanCore securities and include repayment, conversion, subordination and covenant provisions. (See

Note 10 - Short-Term Debt for the debt balances, interest rates, collateral, maturities and subsequent amendments, and Note 8 for the

license obligation).

Foreign-currency

risk

Foreign-currency

risk is the risk that the value of monetary assets and liabilities or future cash flows will fluctuate because of changes in exchange

rates. The Company enters into transactions denominated in currencies other than its U.S. dollar functional currency, including certain

European operating, investment and vendor transactions. Net foreign-currency monetary balances were not significant at March 31, 2026

or 2025. The Company recognized a net foreign-exchange loss of approximately $27,080 during the year ended March 31, 2026 and no foreign-exchange

gain or loss during the period ended March 31, 2025. The Company does not currently use foreign exchange contracts to hedge this exposure.

Liquidity

risk

Liquidity

risk is the risk that the Company will encounter difficulty meeting obligations as they become due. There were no financial liabilities

measured at fair value on a recurring basis at March 31, 2026. The March 31, 2025 equity guarantee liability was settled through the

issuance of common shares during fiscal 2026.

March 31, 2026, the Company had a working capital deficit of approximately $7.3 million, compared with working capital of approximately

$3.3 million at March 31, 2025. The change principally reflects short-term borrowings and increased accounts payable and accrued liabilities.

Management

manages liquidity through rolling cash-flow forecasts, monitoring debt and other contractual maturities, collecting receivables, managing

discretionary expenditures and seeking additional debt or equity financing when required. The Company’s ability to meet its obligations

is dependent on available cash, the timing of collections, the realizability or liquidity of investments and access to additional capital.

(See Notes 8 and 9 for the contractual maturities and terms of the license and debt obligations).

Digital-asset

price risk

Digital

assets are not financial instruments under U.S. GAAP; however, the Company is exposed to digital-asset price risk when it holds DOGE

or receives DOGE as consideration. The Company held no digital assets at March 31, 2026, compared with digital assets with a carrying

amount of $1,725,762 at March 31, 2025. The Company may also have indirect exposure through DOGE-related products, customers, counterparties

and investments.

Concentration

risk

The

Company’s revenue, receivables and investment portfolio are concentrated among a limited number of counterparties and issuers.

CleanCore accounted for approximately 97.4% of revenue for the year ended March 31, 2026, principally because the grant-date fair value

of the strategic advisory warrants was recognized as revenue during the year. As a result of the termination of the strategic advisory

agreement, the revenue recognized from that arrangement is not expected to recur in future periods absent a new arrangement. Approximately

83.7% of accounts receivable at March 31, 2026 was due from 21Shares, and approximately 67. 3% of total investments related to CleanCore.

The

Company’s operations and commercial strategy are substantially focused on the DOGE ecosystem, including DOGE-related products,

licensed intellectual property, strategic partnerships and other commercialization initiatives. As a result, the Company is exposed to

concentration risk associated with changes in the adoption, market acceptance, liquidity, regulatory treatment and functionality of DOGE.

Adverse developments affecting DOGE or the broader DOGE ecosystem could adversely affect the Company’s revenues, investments, commercialization

activities and results of operations. The Company held no directly owned DOGE as of March 31, 2026.

House of Doge

Inc.

Notes to the Audited Consolidated

Financial Statements

(In

United States dollars, except for per share data)

The

Company also utilizes a limited number of third-party digital-asset trading, custody and service providers, including Bitstamp and BitGo.

At March 31, 2026, approximately $1.5 million of the Company’s cash consisted of U.S. dollar fiat funds maintained through its

Bitstamp account and did not represent digital assets. Amounts maintained with, or services provided by, digital-asset trading and custody

providers are subject to counterparty, custody, cybersecurity, operational, regulatory and access risks. A disruption, insolvency, regulatory

restriction or other failure affecting a significant service provider could impair or delay the Company’s ability to access funds

or digital assets or execute transactions.

The

Company manages these concentrations through monitoring significant counterparties and service providers, access and authorization controls,

periodic reconciliation of accounts and digital-asset holdings and, where practicable, diversification of service providers. These measures

do not eliminate the risks associated with the Company’s concentration in the DOGE ecosystem or its reliance on significant counterparties

and digital-asset service providers.

16. Commitments

and Contingencies

21Shares

Dogecoin ETF purchase commitments

Under

the Company’s agreement with 21Shares, the Company had a contractual commitment at March 31, 2026 to purchase $1.5 million of common

shares of beneficial interest in the 21Shares Dogecoin ETF. At March 31, 2026, the commitment was executory. The agreement did not establish

a trade or settlement date, a fixed number of shares, or an amount then due, and no subscription or market trade had been accepted. The

Company had not received ETF shares and had not remitted or escrowed funds. Accordingly, the Company recognized neither an investment

asset nor a gross purchase payable, expense, or derivative instrument at March 31, 2026.

April 8, 2026, the Company funded $1.5 million to its brokerage account and, on April 9 and April 10, 2026, acquired 78,000 TDOG shares

for aggregate principal of $1,468,805 and total cash settlement of $1,483,467, including commissions and handling fees. Management concluded

that these purchases satisfied the contractual purchase commitment. Accordingly, no remaining TDOG purchase commitment existed following

completion of the April transactions.

Legal

Proceedings

There

are no legal proceedings or claims pending against the Company that management believes would have a material adverse effect on the Company’s

business, financial condition, or results of operations, either individually or in the aggregate.

17. Income

Taxes

The

provision for income taxes consisted of the following for the years ended March 31 (in thousands):

2026

2025

Current

Federal

$ -

State

Foreign

Provision for income taxes

$ -

Loss

before income taxes was as follows for the years ended March 31 (in thousands):

2026

2025

United States

$ (35,301 )

$ (4,022 )

Foreign

(1,559 )

Total

$ (36,860 )

$ (4,022 )

House of Doge

Inc.

Notes to the Audited Consolidated

Financial Statements

(In

United States dollars, except for per share data)

The

items accounting for the difference between income taxes computed at the federal statutory rate and the provision for income taxes are

as follows:

2026

2025

Amount

Federal statutory rate

$ (7,741 )

21.0 %

$ (845 )

21.0 %

Effect of:

Permanent differences

(60 )

0.16

Foreign taxes rate difference

(85 )

0.23

Changes in tax benefits not recognized

7,886

(21.39 )

835

(21.00 )

Provision for income taxes

$ -

0.00 %

$ -

0.00 %

Deferred

income taxes reflect the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting

purposes and the amounts used for income tax purposes. Significant components of our deferred income taxes were as follows (in thousands):

Schedule

of Deferred income Tax Assets And Liabilities:

2026

2025

Federal net operating loss carryforwards

$ 3,558

$ 602

Stock-based compensation

3,983

Valuation adjustments on investments

10,300

Research and experimental

382

License liability

1,410

1,650

Other, net

Total deferred tax asset

19,694

2,280

License asset

(1,068 )

(1,446 )

Warrants

(9,906 )

Total deferred tax liabilities

(10,974 )

(1,446 )

Valuation allowance

(8,720 )

(834 )

Net deferred tax asset

$ -

experienced significant losses in our U.S. and Canadian operations that are material to our decision to maintain a full valuation allowance

against our net deferred tax assets. For the year ended March 31, 2026, the valuation allowance increased by $7.9 million from the period

ended March 31, 2025.

continually analyze the realizability of our deferred tax assets, but we reasonably expect to continue to record a full valuation allowance

on future tax benefits until we sustain an appropriate level of taxable income through improved operations and tax planning strategies.

March 31, 2026, we expect to have total tax loss carryforwards of $16,540,848, consisting of U.S. federal net operating loss carryforwards

of approximately $14,990,571 and Canadian tax loss carryforwards of approximately $1,550,278. At March 31, 2025, U.S. federal net operating

loss carryforwards were $2,865,894 and there were no Canadian tax loss carryforwards. The U.S. federal net operating loss carryforwards

may be carried forward indefinitely. The Canadian tax loss carryforwards may be carried forward for 20 years and are expected to expire

through March 31, 2046. The U.S. federal net operating loss carryforwards may be subject to certain limitations under Section 382 and

other relevant sections of the Internal Revenue Code.

There

are no uncertain tax positions to recognize as of March 31, 2026 and 2025. As of March 31, 2026, we were not under examination by a tax

authority. The net operating losses for prior years are subject to adjustment under examination to the extent they remain unutilized

in an open year.

House of Doge

Inc.

Notes to the Audited Consolidated

Financial Statements

(In

United States dollars, except for per share data)

18. Subsequent

Events

The

Company evaluated events and transactions occurring after March 31, 2026 through the date these consolidated financial statements were

issued. The Company assessed whether each event provided additional evidence about conditions that existed at the balance-sheet date

or represented a condition arising after March 31, 2026 in accordance with ASC 855, Subsequent Events. The events described below arose

after March 31, 2026 and are non-recognized subsequent events. Accordingly, they did not result in adjustments to amounts recognized

in the March 31, 2026 consolidated financial statements; the related accounting effects are reflected in subsequent reporting periods.

Completion

of reverse recapitalization

June 30, 2026, Brag House Holdings, Inc. (“Brag House”), the legal acquirer, completed its merger with House of Doge Inc.,

a Texas corporation (“Legacy House of Doge” or “HOD”), which was identified as the accounting acquirer. Brag

House’s pre-merger assets consisted principally of cash and financial instruments, and it did not have substantive processes capable

of producing outputs. Accordingly, Brag House did not meet the definition of a business, the transaction was accounted for as a reverse

recapitalization rather than as a business combination. For accounting purposes, the transaction was treated as the equivalent of HOD

issuing equity interests for the net assets of Brag House, accompanied by recapitalization. The Company’s historical financial

statements are a continuation of HOD’s historical financial statements and historical share, and per-share amounts are retrospectively

recast to reflect Brag House’s legal capital structure.

Before

closing, Brag House completed a 1-for-8 reverse stock split. All 6,355 shares of Brag House Series B Convertible Preferred Stock outstanding

at March 31, 2026 were converted before closing into 1,670,779 shares of Brag House common stock after giving effect to the reverse stock

split. Immediately before the merger, Brag House had 5,539,281 common shares outstanding, which remained outstanding after closing.

The

Company’s 329,929,374 common shares outstanding at March 31, 2026 were converted using the 1.800385 exchange ratio and the 1-for-8

reverse stock split, resulting in 74,250,000 common-share equivalents. At closing, the Company’s common shareholders received 64,001,726

common shares and 2.049643 shares of Brag House Series C Convertible Preferred Stock. Separately, holders of 28,747,000 vested predecessor

RSUs received 6,361,978 common shares and 0.002180 Series C preferred shares. Each Series C preferred share is convertible into 5,000,000

common shares, subject to applicable beneficial-ownership limitations.

the 10,300,000 predecessor RSUs that remained outstanding after closing, 2,650,000 vested units and 7,650,000 nonvested units were converted

using the applicable RSU exchange ratio and the 1-for-8 reverse stock split into 587,475 vested successor RSUs, and 1,695,917 nonvested

successor RSUs. Immediately after closing and at June 30, 2026, the combined company had 75,902,985 common shares and 2.051823 Series

C preferred shares issued and outstanding.

Pursuant

to the Merger Agreement, dated October 12, 2025, as amended, Brag House Merger Sub, Inc. merged with and into Legacy House of Doge, with

Legacy House of Doge surviving as a wholly owned subsidiary. In connection with the closing, Brag House changed its name to House of

Doge Inc., and its common stock began trading on Nasdaq under the symbol HODO on July 1, 2026.

Debt

and financing activities

The

following financing events occurred after March 31, 2026. Additional information regarding the instruments outstanding at March 31, 2026

is included in Note 10 - Short-Term Debt, Note 14 – Related-party Transactions and Note 15 - Financial Instruments and Risk Management.

(a) Brag

House secured promissory note and advances - Effective April 14, 2026, the maturity

date of the secured promissory note was extended to June 30, 2026. From April 1 through June

30, 2026, Legacy House of Doge received additional advances of $2,195,000, repaid $1,029,194

of principal and paid $109,692 of interest under the secured promissory note. The Company

also repaid $200,000 of the separate non-interest-bearing demand advance. Upon completion

of the merger, the remaining Brag House note and advance balances became intercompany balances

and were eliminated in consolidation. Aggregate intercompany principal immediately before

elimination was $10,288,723.

House of Doge

Inc.

Notes to the Audited Consolidated

Financial Statements

(In

United States dollars, except for per share data)

(b) Yorkville

convertible promissory note - On June 1, 2026, the Company, Brag House Inc. and Yorkville

entered into Amendment No. 2 to the convertible promissory note. Although the Company was

a signatory to the note, the related proceeds were advanced to Brag House. The amendment

extended the maturity date from June 1, 2026 to July 31, 2026 and required a $100,000 extension

payment, a $200,000 principal reduction, and the deposit of 9,000,000 CleanCore Solutions,

Inc. common shares in a controlled brokerage account, with sale proceeds to be applied to

the note. The Yorkville convertible promissory note was recognized in the Company’s

consolidated financial statements upon completion of the merger on June 30, 2026. Contractual

principal outstanding at June 30, 2026 was $1,587,500. The Company repaid the remaining principal

through payments of $900,000 on July 31, 2026 and $687,500 on August 3, 2026.

secured convertible notes - On May 4, 2026, Brag House issued senior secured convertible

notes to institutional investors with aggregate original principal of $2,500,000 for cash

proceeds of $1,875,000, reflecting a 25% original issue discount. The notes bear interest

at 12.0% per annum, mature on February1, 2027 and are convertible at the holders’ option

at an initial pre-split conversion price of $0.7101 per share, subject to adjustment. The

notes are secured by a second-priority lien on substantially all assets of the issuer and

its subsidiaries. Brag House also issued 3,000,000 pre-split common shares, equivalent to

375,000 post-split shares, as a commitment fee. Upon completion of the merger, the notes

became obligations of the consolidated Company.

(d) Related-party

advances - During the three months ended June 30, 2026, Dogecoin Ventures Inc. received

additional advances totaling $569,000 from the Company’s Chief Executive Officer under the

unsecured and subordinated related-party borrowing arrangement. At June 30, 2026, principal

and accrued interest totaled $624,127 and $5,675, respectively. The related-party debt remained

outstanding at June 30, 2026.

(e) Margin

loan - On June 29, 2026, the Company withdrew $700,000 under a margin loan with Revere

Securities LLC; approximately $39 of net fees were added to the outstanding margin debit.

The loan bore interest at 9.0% per annum and was secured by the Company’s TDOG shares. After

a $20,000 principal repayment, principal of $680,039 and accrued interest of $345 remained

outstanding at June 30, 2026. The Company repaid the margin loan and accrued interest in

full by July 16, 2026.

(f) Unsecured

subordinated short-term note (Related Party) - Following a July 22, 2026 term sheet,

Dogecoin Ventures Inc. issued an unsecured subordinated short-term promissory note on July

28, 2026 in the principal amount of $1,400,000. The note bore interest at 10.714% per annum,

was scheduled to mature on July 27, 2027 and was subordinated to senior indebtedness. Following

repayment of the Yorkville note, the Company transferred 2,227,300 CleanCore Solutions Inc.

shares on August 3, 2026 to settle the principal obligation and paid $150,000 of contractual

fees on August 12, 2026.

(g) Garrington

secured short-term note - On August 12, 2026, House of Doge (U.S.) Inc. (“HOD

US”), a wholly owned subsidiary of the Company, issued to Garrington Financial Corp.

a secured short-term note with principal of $5,500,000 to fund the CleanCore investment described

below. The note bears interest at 12% per annum, matures on February 12, 2027, requires a

2% commitment fee and provides for monthly principal installments of $650,000 beginning September

30, 2026. The note is secured by the securities acquired in the CleanCore offering and certain

other specified assets and is guaranteed by Dogecoin Ventures Inc., The Official Dogecoin

Treasury and Reserve Inc. and House of Doge Canada Inc.

(h) Issuance

of shares - On July 1, 2026, the Company issued 9,000,000 shares of common stock

to former Brag House executives and their designees. Of these shares, 1,125,000 were issued

pursuant to the merger arrangements and 7,875,000 are believed by the Company to have been

issued in error. The Company disputes the excess issuance and is seeking the return and cancellation

of the 7,875,000 shares. As of August 13, 2026, 84,902,985 common shares were issued and

outstanding, including the disputed shares.

Investment

and strategic transactions

(a) Stay

Inc. conditional purchase commitment - The contractual period for the Company’s

contingent commitment to purchase up to an additional 12,000,000 Stay Inc. common shares

for $2,400,000 expired on June 12, 2026 without either specified liquidity event occurring.

No additional shares were purchased, and no commitment or derivative liability was recognized.

The Company continued to hold 6,000,000 Stay common shares with a $1,200,000 carrying amount.

House of Doge

Inc.

Notes to the Audited Consolidated

Financial Statements

(In

United States dollars, except for per share data)

(b) Disposition

of DataCentrex Inc. investment - Between June 8 and June 24, 2026, the Company sold

all 172,231 DataCentrex Inc. common shares for aggregate net proceeds of $366,607. Following

the sales, the Company no longer held any DataCentrex shares.

Labs Inc. debenture extensions - The Company exercised the second permitted three-month

extensions of the $1,200,000 and $500,000 McQueen convertible debentures on May 9, 2026,

and June 30, 2026, respectively, extending their maturity dates to August 9, 2026, and September

30, 2026. In connection with the extensions, the Company received 180 and 75 additional Series

F convertible preferred shares. No qualified offering, conversion, default or repayment had

occurred as of June 30, 2026.

(d) LBK

Triestina Holdings, LLC capital contributions and restructuring - During April and

May 2026, the Company made additional capital contributions of $1,029,064. On June 25, 2026,

Triestina initiated a negotiated business-crisis settlement process under Italian law, and

an independent expert was appointed on June 30, 2026.

(e) CleanCore

investment - On August 11, 2026, HOD US entered into a securities purchase agreement

with CleanCore Solutions, Inc. (“CleanCore”) to acquire 11,054,303 shares of

CleanCore Class B common stock and pre-funded warrants to purchase 10,945,697 additional

shares for aggregate consideration of $5,500,000. Each common share and pre-funded warrant

was accompanied by a warrant to purchase one CleanCore Class B common share at an exercise

price of $0.25. The pre-funded warrants have an exercise price of $0.0001 and include a cashless-exercise

feature. The offering closed on August 12, 2026 and was funded with proceeds from the Garrington

secured short-term note described above.

(f) Loan

to LBK Triestina Holdings, LLC - Subsequent to June 30, 2026, the Company advanced

$971,282 to LBK Triestina Holdings, LLC in the form of a non-interest-bearing loan that matures

on June 30, 2027.

(g) Other

post-closing corporate events - On July 19, 2026, Stephen Ilott resigned from the

Company’s board of directors effective immediately. On July 23, 2026, the Board of

Directors dismissed CBIZ CPAs P.C. and appointed Davidson & Company LLP as the Company’s

independent registered public accounting firm. On August 10, 2026, the Company changed its

fiscal year end from December 31 to March 31 to align the legal parent’s fiscal year end

with that of Legacy House of Doge, the accounting acquirer.

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v3.26.3

Cover

Jun. 30, 2026

Cover [Abstract]

Document Type

8-K/A

Amendment Flag

true

Amendment Description

This

Current Report on Form 8-K/A amends the Current Report on Form 8-K filed by the Company on July 7, 2026 (the “Original 8-K”)

to provide the financial statements and pro forma financial information required by Items 9.01(a) and 9.01(b) of Form 8-K in connection

with the Merger. The Original 8-K disclosed that the Company intended to file such financial information within 71 days of the date of

the Original 8-K pursuant to Items 9.01(a)(4) and 9.01(b)(2) of Form 8-K.

Document Period End Date

Jun. 30, 2026

Current Fiscal Year End Date

--12-31

Entity File Number

001-42525

Entity Registrant Name

House

of Doge Inc.

Entity Central Index Key

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Entity Tax Identification Number

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Entity Incorporation, State or Country Code

Entity Address, Address Line One

261

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Entity Address, City or Town

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Entity Address, State or Province

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+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

Former Legal or Registered Name of an entity

+ References

No definition available.

+ Details

Name:

dei_EntityInformationFormerLegalOrRegisteredName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration