Overview
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- TickerRWAX on OTC1
- IndustryWholesale-Durable Goods1
- HeadquartersNew Canaan, Connecticut1
- Incorporated inDE2
- Business address26 Cross Street, New Canaan, Ct 068402
- Filer category, Emerging growth company2
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Company was redomiciled on November 30, 2020 to the state of Delaware. The name change to TAP Real Estate occurred on March 4, 2026.3 From its latest annual report
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Financial statements
Every line of the income statement as filed: the last 2 fiscal years, latest first.6
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| Professional fees | $1.3M | $1.1M |
| Settlement | $2.1M | $3.0M |
| General and administrative expenses | $4.1M | $4.3M |
| Total Operating Expenses | $7.6M | $8.3M |
| OPERATING LOSS | -$7.6M | -$8.3M |
| Interest expense | -$1.3M | -$529.1K |
| Gain on sale of HUMBL Financial assets | $2.8M | |
| Amortization of debt discounts | -$744.2K | -$341.0K |
| Loss on investee | -$846.1K | |
| Change in fair value of derivative liability | $122.5K | $15.3K |
| Derivative expense | -$1.1M | -$79.0K |
| Loss on disposal of minerals | -$20.0M | |
| Loss on extinguishment of debt | -$31.3K | |
| Loss on conversion of convertible notes payable | -$1.2M | -$5.0M |
| Total Non-Operating Income (Expenses) | -$25.2M | -$3.1M |
| NET LOSS FROM CONTINUING OPERATIONS BEFORE DISCONTINUED OPERATIONS AND PROVISION FOR INCOME TAXES | -$32.8M | -$11.4M |
| Loss from discontinued operations | -$36.3K | -$3.0M |
| Gain (loss) on disposal of discontinued operations | $16.8M | -$26.3K |
| Total discontinued operations | $16.8M | -$3.0M |
| NET LOSS FROM OPERATIONS BEFORE PROVISION FOR INCOME TAXES | -$16.0M | -$14.4M |
| NET LOSS | -$16.0M | -$14.4M |
| Less: Deemed Dividend | -$860.6K | |
| NET LOSS AVAILABLE TO COMMON SHAREHOLDERS | -$16.8M | -$14.4M |
| Net loss per share - basic to available common shareholders, continuing operations | $0 | $0 |
| Net loss per share - diluted to available common shareholders, continuing operations | $0 | $0 |
| Net loss per share - basic to available common shareholders, discontinued operations | $0 | $0 |
| Net loss per share - diluted to available common shareholders, discontinued operations | $0 | $0 |
| Net loss per share - basic to available common shareholders | $0.00 | $0.00 |
| Net loss per share - diluted to available common shareholders | $0.00 | $0.00 |
| Weighted average common shares outstanding - Basic | 43.4B shares | 17.6B shares |
| Weighted average common shares outstanding - Diluted | 43.4B shares | 17.6B shares |
No quarter-by-quarter statement was filed.
Every line of the balance sheet as filed: the last 3 fiscal years (annual) or 3 quarters (quarterly), latest first.6
| Period ending | 2025-12-31 | 2024-12-31 | 2023-12-31 |
|---|---|---|---|
| Cash | $126.1K | $20.5K | |
| Investment - TAP Inc. HoldCo | $1.2M | ||
| Current assets of discontinued operations | $3.0M | ||
| Total Current Assets | $1.4M | $3.0M | |
| Minerals | $20.0M | ||
| Non-current assets of discontinued operations | $230.5K | ||
| Total Non-Current Assets | $20.2M | ||
| TOTAL ASSETS | $1.4M | $23.2M | |
| Derivative liabilities | $1.4M | $339.0K | |
| Liability for stock to be issued - acquisition of FinCapital | $20.0M | ||
| Advances on purchase of assets by TAP Inc. | $1.0M | ||
| Convertible notes payable - related parties, net of discount | $221.8K | $421.8K | |
| Current portion of convertible notes payable, net of discount | $1.4M | $1.1M | |
| Current liabilities of discontinued operations | $614 | ||
| Total Current Liabilities | $4.2M | $26.7M | |
| Total Liabilities | $4.2M | $26.7M | |
| Common stock, par value, $0.00001, 85,000,000,000 shares authorized, 53,618,782,943 and 32,748,842,520 issued and outstanding, respectively | $536.2K | $327.5K | |
| Additional paid in capital | $131.2M | $114.2M | |
| Stock to be issued | $200.0K | ||
| Accumulated deficit | -$134.8M | -$118.0M | |
| Total Stockholders Deficit | -$2.9M | -$3.5M | -$4.1M |
| TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT | $1.4M | $23.2M | |
| Common stock, par share | $0.00 | $0.00 | |
| Common stock, shares authorized | 85.0B shares | 85.0B shares | |
| Common stock, shares issued | 53.6B shares | 32.7B shares | |
| Common stock, shares outstanding | 53.6B shares | 32.7B shares |
| Period ending | 2025-12-31 | 2024-12-31 | 2023-12-31 |
|---|---|---|---|
| Cash | $126.1K | $20.5K | |
| Investment - TAP Inc. HoldCo | $1.2M | ||
| Current assets of discontinued operations | $3.0M | ||
| Total Current Assets | $1.4M | $3.0M | |
| Minerals | $20.0M | ||
| Non-current assets of discontinued operations | $230.5K | ||
| Total Non-Current Assets | $20.2M | ||
| TOTAL ASSETS | $1.4M | $23.2M | |
| Derivative liabilities | $1.4M | $339.0K | |
| Liability for stock to be issued - acquisition of FinCapital | $20.0M | ||
| Advances on purchase of assets by TAP Inc. | $1.0M | ||
| Convertible notes payable - related parties, net of discount | $221.8K | $421.8K | |
| Current portion of convertible notes payable, net of discount | $1.4M | $1.1M | |
| Current liabilities of discontinued operations | $614 | ||
| Total Current Liabilities | $4.2M | $26.7M | |
| Total Liabilities | $4.2M | $26.7M | |
| Common stock, par value, $0.00001, 85,000,000,000 shares authorized, 53,618,782,943 and 32,748,842,520 issued and outstanding, respectively | $536.2K | $327.5K | |
| Additional paid in capital | $131.2M | $114.2M | |
| Stock to be issued | $200.0K | ||
| Accumulated deficit | -$134.8M | -$118.0M | |
| Total Stockholders Deficit | -$2.9M | -$3.5M | -$4.1M |
| TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT | $1.4M | $23.2M | |
| Common stock, par share | $0.00 | $0.00 | |
| Common stock, shares authorized | 85.0B shares | 85.0B shares | |
| Common stock, shares issued | 53.6B shares | 32.7B shares | |
| Common stock, shares outstanding | 53.6B shares | 32.7B shares |
Cash flow is reported year to date, not quarter by quarter, so there are no separate quarterly figures.
Every line of the cash flow as filed: the last 2 fiscal years, latest first.6
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| Net loss | -$16.0M | -$14.4M |
| Shares issued in settlement | $450.0K | $3.0M |
| Loss on extinguishment of debt in note amendments | $31.3K | |
| Loss on conversion of convertible notes payable | $1.2M | $5.0M |
| Fee added to convertible notes | $732.3K | $625.0K |
| Interest expense recorded for discounts | $544.5K | |
| Amortization of debt discounts | $744.2K | $341.0K |
| Loss on investee | $846.1K | |
| Loss on settlement | $1.6M | |
| Stock-based compensation | $4.1M | $4.3M |
| Gain on disposal of HUMBL.com | -$16.8M | |
| Loss on disposal of minerals | $20.0M | |
| Derivative expense | $1.1M | $79.0K |
| Change in fair value of derivative liability | -$122.5K | -$15.3K |
| Gain on sale of HUMBL Financial assets | -$2.8M | |
| Accounts payable - related party | $131.0K | |
| Accounts payable and accrued expenses | -$207.1K | $277.8K |
| Total adjustments | $14.3M | $10.8M |
| Net cash used in operating activities of continuing operations | -$1.7M | -$3.7M |
| Net cash provided by operating activities of discontinued operations | $231 | $488.3K |
| Net cash used in operating activities | -$1.7M | -$3.2M |
| Cash received in acquisition by TAP Inc. | $2.0M | $500.0K |
| Net cash provided by investing activities of continuing operations | $2.0M | $500.0K |
| Net cash provided by investing activities of discontinued operations | $231.1K | |
| Net cash provided by investing activities | $2.0M | $731.1K |
| Proceeds from related party notes payable | $12.0K | $395.5K |
| Payments of related party notes payable | -$404.7K | -$180.0K |
| Repayment of convertible notes payable | -$345.8K | |
| Proceeds from sales of warrants | $356.0K | |
| Repayment of notes payable | -$750.0K | |
| Proceeds from notes payable | $530.0K | |
| Proceeds from convertible notes payable | $904.8K | $1.4M |
| Net cash (used in) provided by financing activities | -$237.9K | $2.1M |
| NET INCREASE (DECREASE) IN CASH AND RESTRICTED CASH | $105.6K | -$342.8K |
| Interest expense | $5.9K | |
| Conversion of preferred stock into common stock | $63.2K | $3.1K |
| Common shares issued in settlement with BRU for accrued expenses | $1.4M | |
| Accrued interest converted into convertible notes payable | $12.3K | |
| Obligation to issue common shares for purchase of FinCapital | $20.0M | |
| Settlement with Thiago Moura for liability to issue shares in FinCapital transaction | $20.0M | |
| Settlement of notes payable for purchase of HUMBL assets to TAP Inc. | $537.5K | |
| Related party note forgiven | $12.5K | |
| Shares of common stock issued for warrant exchanges | $5.9K | |
| Vesting of contingent consideration | $565.8K | |
| Reclassification of convertible notes payable to derivative liability | $245.0K | |
| Deemed dividend | $860.6K | |
| Conversion of convertible notes payable, derivative liability and accrued interest for common stock | $3.4M | $3.9M |
No quarter-by-quarter statement was filed.
Compare TAP REAL ESTATE TECHNOLOGIES, INC. with another company
Corporate structure
TAP REAL ESTATE TECHNOLOGIES, INC. sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of TAP REAL ESTATE TECHNOLOGIES, INC.
- BRU LLC Filed SCHEDULE 13G on TAP REAL ESTATE TECHNOLOGIES, INC., latest Nov 13, 2024
- TAP REAL ESTATE TECHNOLOGIES, INC. New Canaan, Connecticut
Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What TAP REAL ESTATE TECHNOLOGIES, INC. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Properties, in its own words
We currently rent an office in San Diego, California at a monthly cost of $500 (“Company Headquarters”). The lease for our Company Headquarters has a month-to-month term. We believe that the Company Headquarters are currently adequate for the purposes of our operations. We do not own any real property.
Item 2 of the 10-K filed Mar 31, 2026.3
Leadership
Who has led TAP REAL ESTATE TECHNOLOGIES, INC., and when. Pick a name to see everywhere that person has worked.
Chief executive
- Chief executive officerHenry J. Boucher Jr. Aug 22, 2006 to Sep 4, 200810
Board members and other officers (3)
- Sr. Vice PresidentPaul F. Boucher Aug 28, 2006 to Aug 28, 200611
- Board memberHenry J. Boucher Jr. Aug 22, 2006 to Sep 4, 200810
- Board memberPaul F. Boucher Aug 28, 2006 to Aug 28, 200611
Former names
Timeline
- Sep 10, 20268-K Entered a material agreement; Regulation FD disclosure12
- Jul 2, 20268-K Entered a material agreement13
- May 29, 20268-K Entered a material agreement14
- Apr 6, 20268-K Entered a material agreement15
- Mar 30, 20268-K Entered a material agreement16
- Dec 31, 20258-K Entered a material agreement; Executive or director change17
- Sep 17, 20258-K Entered a material agreement; Executive or director change; Regulation FD disclosure18
- Jul 25, 20258-K Entered a material agreement19
- Apr 9, 20258-K Entered a material agreement; Regulation FD disclosure20
- Mar 18, 20258-K Entered a material agreement; Regulation FD disclosure21
- Mar 6, 20258-K Entered a material agreement; Regulation FD disclosure22
- Feb 6, 20258-K Entered a material agreement; Other events23
- Aug 22, 2006New chief executive Henry J. Boucher Jr. becomes CEO10
Filings
114 filings to the SEC since October 2021: 4 annual reports, 13 quarterly reports, 42 major events, 1 large holders, 54 other. The latest 20:
- Sep 10, 20268-K EDGAR
- Aug 12, 202610-Q EDGAR
- Jul 2, 20268-K EDGAR
- May 29, 20268-K EDGAR
- May 13, 202610-Q EDGAR
- Apr 6, 20268-K EDGAR
- Mar 31, 202610-K EDGAR
- Mar 30, 20268-K EDGAR
- Feb 23, 2026DEF 14C EDGAR
- Feb 5, 2026PRE 14C EDGAR
- Dec 31, 20258-K EDGAR
- Nov 14, 202510-Q EDGAR
- Sep 17, 20258-K EDGAR
- Aug 14, 202510-Q EDGAR
- Jul 25, 20258-K EDGAR
- Jul 9, 2025SEC STAFF ACTION EDGAR
- Jun 5, 202510-Q EDGAR
- May 15, 2025NT 10-Q EDGAR
- May 9, 202510-K EDGAR
- Apr 30, 2025DEF 14C EDGAR
The 114 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Major holders
Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.
Held by these funds
The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026. Change is in shares since the quarter before.
| Fund | Shares | Value | Share of the fund | Change |
|---|---|---|---|---|
| Kohmann Bosshard Financial Services, LLC | 183,875 | $37 | 0.0% | −1,475 |
| Dumont & Blake Investment Advisors LLC | 20,000 | $4 | 0.0% | No change |
| Game Plan Financial Advisors, LLC | 20,000 | $4 | 0.0% | No change |
| Minot DeBlois Advisors LLC | 6,232 | $1 | 0.0% | New |
13F reports cover disclosed long positions in U.S. stocks only.
SEC filer profile
How TAP REAL ESTATE TECHNOLOGIES, INC. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARTAP REAL ESTATE TECHNOLOGIES, INC.1
- CIK0001119190
- Employer ID (EIN)27-12963183
- Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; a shell company3
- Incorporated inDelaware3
- Fiscal year endsDecember 311
- Industry code (SIC)5000 Wholesale-Durable Goods1
- SEC reviewing officeOffice of Trade & Services, Division of Corporation Finance1
- Business address26 Cross Street, New Canaan, CT 068401
- Phone203-930-74271
- Shares outstanding61,921,332,657 as of Aug 12, 20269
- Public float$13.2M as of Jun 30, 20253
- AuditorFruci & Associates II, PLLC, Spokane, Washington PCAOB ID 55253
- On EDGAR sinceAug 7, 20001
- Filings365 in all: 8-K (98), 4 (50), 10-Q (25), 3 (16), 8-K/A (15), 10QSB (14), CORRESP (12), DEF 14C (12)1
All 45 form types
UPLOAD (11), NT 10-Q (9), S-1/A (9), 10-K (7), PRE 14C (7), SC 13D/A (7), 10-Q/A (6), NT 10-K (6), SC 13D (6), 10QSB/A (5), 10KSB (4), 10KSB/A (4), S-1 (4), 424B3 (3), D (3), REGDEX (3), SB-2/A (3), 10-K/A (2), 4/A (2), POS AM (2), RW (2), SC 13G (2), SC 13G/A (2), 1-A (1), 1-A/A (1), 10SB12G (1), 144 (1), 15-12G (1), 5 (1), 8-A12G (1), D/A (1), DRS (1), EFFECT (1), S-8 (1), SB-2 (1), SCHEDULE 13G (1), SEC STAFF ACTION (1)
- Latest filingsAnnual report (10-K) Mar 31, 2026
Quarterly report (10-Q) Aug 12, 2026
Latest 8-K (8-K) Sep 10, 2026
Securities registered for trading
| Class | Symbol | Exchange |
|---|---|---|
| RWAX |
From the cover page of the 10-K filed Mar 31, 2026 (Section 12(b) of the Exchange Act).3
Risk factors and legal proceedings
The risks TAP REAL ESTATE TECHNOLOGIES, INC. names in Item 1A of its 10-K filed Mar 31, 2026: 27 risks under these headings, as written.3
- Risks Related to Our Real Estate Tokenization Business
- The regulatory framework surrounding real estate tokenization is uncertain and evolving, which could adversely affect our business
- Our real estate tokenization technology is new and relatively unproven, and we may not achieve market acceptance
- We do not own the intellectual property we use and rely on a temporary license that may not be extended
- The valuation of tokenized real estate assets involves significant judgment and uncertainty
- We face significant competition in the real estate tokenization market from both traditional real estate companies and emerging technology platforms
- Risks Related to Our Company and Our Business
- We are dependent on a license agreement for rights to critical intellectual property, and the loss or impairment of those rights could materially harm our business.
- Our operating losses and working capital deficiency raise substantial doubt about our ability to continue as a going concern. If we do not continue as a going concern, investors could lose their entire investment.
- We may acquire other assets or businesses, or form collaborations or make investments in other companies or technologies that could harm our operating results, dilute our stockholders’ ownership, increase our debt or cause us to incur significant expense.
- Current global financial conditions have been characterized by increased volatility which could negatively impact our business, prospects, liquidity and financial condition.
- We are growing the size of our organization, and we may experience difficulties in managing any growth we may achieve.
The other 17 risks
- Our potential for rapid growth and our entry into new markets make it difficult for us to evaluate our current and future business prospects, and we may be unable to effectively manage any growth associated with these new markets, which may increase the risk of your investment and could harm our business, financial condition, results of operations and cash flow.
- If we are unable to develop and maintain our brand and reputation for our service and product offerings, our business and prospects could be materially harmed.
- Our expansion into new products, services, technologies, and geographic regions subjects us to additional risks.
- Our financial results fluctuate and may be difficult to forecast, and this may cause a decline in the trading price of our stock.
- Our plans for expansion cannot be implemented if we lose our key personnel or cannot recruit additional personnel.
- We have an evolving business model with still untested growth initiatives.
- If we do not begin to generate significant revenues, we will still need to raise additional capital to meet our long-term business requirements. Any such capital raising may be costly or difficult to obtain and would likely dilute current stockholders’ ownership interests. If we are unable to secure additional financing in the future, we will not be able to continue as a going concern.
- Risks Related to Our Common Stock
- Our securities are “Penny Stock” and subject to specific rules governing their sale to investors.
- Because we became public by means of a merger, we may not be able to attract the attention of major brokerage firms.
- Applicable regulatory requirements, including those contained in and issued under the Sarbanes-Oxley Act of 2002, may make it difficult for us to retain or attract qualified officers and directors, which could adversely affect the management of our business and our ability to obtain or retain listing of our common stock.
- If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results or detect fraud. Consequently, investors could lose confidence in our financial reporting and this may decrease the trading price of our stock.
- The price of our common stock may become volatile, which could lead to losses by investors and costly securities litigation.
- Our bylaws include a forum selection clause, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us, remove current management or to be acquired by a third party.
- We are an “emerging growth company,” and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make our common stock less attractive to investors.
- If we do not meet the listing standards of a national securities exchange our investors’ ability to make transactions in our securities will be limited, and we will be subject to additional trading restrictions.
- Because we do not anticipate paying any cash dividends on our capital stock in the foreseeable future, capital appreciation, if any, will be your sole source of gain.
- Some provisions of our charter documents and Delaware law may have anti-takeover effects that could discourage an acquisition of us by others, even if an acquisition would be beneficial to our stockholders and may prevent attempts by our stockholders to replace or remove our current management.
Legal proceedings
On May 19, 2022, we were named as a defendant in a putative shareholder derivative class action lawsuit filed in the United States District Court for the Southern District of California styled Matt Pasquinelli and Bryan Paysen v. HUMBL, LLC, Brian Foote, Jeffrey Hinshaw and George Sharp, Case No. 22CV0723 AJB BLM. The complaint alleges federal securities law violations by the Company, including false or misleading statements regarding our business and operations, that the HUMBL Pay App did not have the functionality that it promised to investors and that several international business partnerships had a low chance of contributing material revenues to our bottom line, and sales of unregistered securities through our BLOCK Exchange Traded Index products, which plaintiffs allege caused a decline in the market value of our shares of common stock. Plaintiffs seek unspecified monetary damages. On July 7, 2023, the United States District Court for the Southern District of California granted our Motion to Transfer Venue and transferred the case to the District Court of Delaware. On October 30, 2023, we filed a Motion to Dismiss the lawsuit with the District Court of Delaware which the parties have fully briefed. On March 27, 2025, the court granted our motion and dismissed the case without prejudice. On April 10, 2025, the plaintiffs filed an amended complaint. On May 15, 2025, we filed a Motion to Dismiss the amended complaint with the District Court of Delaware. On December 19, 2025, a Memorandum Order was issued by the United States District Court for the District of Delaware has dismissed, with prejudice, the Second Amended Class Action Complaint filed against the Company and the current and former officers and directors, fully terminating the claims against all defendants. On January 15, 2026, the plaintiffs filed a notice of appeal with the United States Court of Appeals for the Third Circuit.
The opening of Item 3, Legal Proceedings.3
Sources
The numbers on this page point here. Each one links to the record it came from.
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- 11SEC EDGARPaul F. Boucher, Sr. Vice President
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- 13SEC EDGAREntered a material agreement
- 14SEC EDGAREntered a material agreement
- 15SEC EDGAREntered a material agreement
- 16SEC EDGAREntered a material agreement
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- 19SEC EDGAREntered a material agreement
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