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Note 1 – Organization and Nature of Operations BTCS Labs Inc. (“Labs,” “BTCS Labs,” or the “Company”) is a Nevada public benefit corporation incorporated on December 24, 2024. On September 19, 2025, the Company amended its Articles of Incorporation to convert from a for-profit corporation into a public benefit corporation. The Company’s mission is to promote and advance decentralized finance (“DeFi”) and blockchain ecosystems in alignment with its specific public benefit purpose and chartered obligations as a Nevada public benefit corporation. Since inception, the Company’s activities have been limited primarily to organizational matters, capital formation, public company reporting, and planning its business strategy. The Company has not yet commenced planned principal operations or generated revenues.

Note 2 – Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information, the instructions to Form 10-Q, and the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and notes required by GAAP for complete annual financial statements. In the opinion of management, the accompanying unaudited condensed financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Company’s financial position as of March 31, 2026 and its results of operations, cash flows, and changes in stockholders’ equity for the periods presented. Interim results are not necessarily indicative of the results that may be expected for the full year ending December 31, 2026. These unaudited condensed financial statements should be read in conjunction with the audited financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Note 3 – Summary of Significant Accounting Policies There have been no material changes in the Company’s significant accounting policies from those disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, expenses, and related disclosures. Actual results could differ from those estimates. Given the Company’s limited operations to date, management’s use of estimates is minimal and primarily relates to the recognition and classification of expenses. Recent Accounting Pronouncements The Company has evaluated recent accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”) and determined that there are no new standards that are expected to have a material impact on its financial statements. Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents. At March 31, 2026 and December 31, 2025, cash and cash equivalents were approximately $7,002 and $13,592, respectively. All cash was held in checking accounts. Income Taxes The Company has incurred losses since inception and accordingly has recorded no provision for income taxes. Deferred tax assets resulting from net operating losses have been fully offset by a valuation allowance as realization of such assets is uncertain. Net 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. Diluted net loss per share equals basic net loss per share because the Company had no potentially dilutive securities outstanding during the periods presented.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, expenses, and related disclosures. Actual results could differ from those estimates. Given the Company’s limited operations to date, management’s use of estimates is minimal and primarily relates to the recognition and classification of expenses.

The Company has evaluated recent accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”) and determined that there are no new standards that are expected to have a material impact on its financial statements.

The Company considers all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents. At March 31, 2026 and December 31, 2025, cash and cash equivalents were approximately $7,002 and $13,592, respectively. All cash was held in checking accounts.

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The Company has incurred losses since inception and accordingly has recorded no provision for income taxes. Deferred tax assets resulting from net operating losses have been fully offset by a valuation allowance as realization of such assets is uncertain.

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. Diluted net loss per share equals basic net loss per share because the Company had no potentially dilutive securities outstanding during the periods presented.

Note 4 – Stockholders’ Equity The Company is authorized to issue 2,000,000,000 shares of common stock, par value $0.001 per share, and 100,000,000 shares of preferred stock, par value $0.001 per share. No preferred stock was issued or outstanding as of March 31, 2026 or December 31, 2025. At inception on December 24, 2024, BTCS Inc., the Company’s former parent company, paid approximately $1,594 of formation costs on behalf of the Company in exchange for 100 shares of the Company’s common stock. On September 24, 2025, the Company repurchased and retired those 100 shares in exchange for reimbursement of the formation costs. In September 2025, the Company issued 100,000 shares of common stock to Charles Allen for $10,000 and 400,000 shares of common stock to BTCS Equity Partners LLC for $40,000. There were no equity issuances or repurchases during the three months ended March 31, 2026. As of March 31, 2026 and December 31, 2025, 500,000 shares of common stock were issued and outstanding.

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Note 5 – Going Concern The accompanying unaudited condensed financial statements have been prepared on a going concern basis, which contemplates continuity of operations, realization of assets, and satisfaction of liabilities in the normal course of business. The Company has not yet generated revenues and has incurred recurring losses since inception, including a net loss of approximately $6,590 for the three months ended March 31, 2026. As of March 31, 2026, the Company had cash and cash equivalents of approximately $7,002. The Company’s ability to continue as a going concern is dependent on its ability to raise additional capital to fund operations and ultimately achieve profitable operations. Management intends to seek additional financing through equity and/or debt offerings; however, there can be no assurance that such financing will be available on acceptable terms, or at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date these financial statements are issued. The accompanying unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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Note 6 – Subsequent Events Management has evaluated subsequent events through the date the financial statements were available to be issued and determined that no subsequent events requiring disclosure have occurred.