Tap Real Estate Technologies, Inc. Liquidation Value

TAP Real Estate Technologies, Inc. (RWAX) presents a deeply negative liquidation posture as of March 31, 2026. The MFFAIS-computed liquidation value is -$3.97M, and the filing's own disclosures confirm this trajectory. The company holds $6,682 in cash — effectively the only liquid asset worth 100 cents on the dollar — and reports a working capital deficit of $3.59M at period end, up from $2.87M at December 31, 2025. There is no inventory, no trade receivables of note, and no PP&E disclosed in the filing body. The dominant asset additions in Q1 2026 are: (1) $695,000 paid to a related party for a technology license agreement (treated as an intangible, expected to be reviewed annually for impairment — liquidation haircut: 0%), and (2) $250,000 paid as a deposit on a 60-day option to purchase the Zermatt Resort in Midway, Utah. The resort option expired or is near expiry at filing date; recovery on this deposit in a wind-down scenario is uncertain and likely zero. Total asset-side recovery under liquidation assumptions is therefore negligible.

The liability stack is substantial and growing. All convertible promissory notes are classified as current. The aggregate face value of convertible notes payable — third party spans numerous instruments including a $550,000 note issued March 14, 2025 (Quail Hollow Capital, $52,000 remaining after conversions), a $550,000 note issued December 29, 2025 (full proceeds received in tranches), a $275,000 note issued January 19, 2026, and smaller Red Rock and other notes. Accrued interest on convertible notes stood at $201,870 at March 31, 2026. The related-party convertible note (Monster Creative acquisition, Phantom Power LLC) carries a balance of $221,830 and is in default. Multiple notes across the portfolio are in default with $133,100 default fees added per note in March 2025. Under liquidation, all face values, accrued interest, and default fees are recoverable by creditors at face — no haircut applies.

Derivative liabilities totaled $1,734,193 at March 31, 2026, up from $1,401,000 at December 31, 2025 and $339,000 at December 31, 2024. These arise from variable-conversion-price features on convertible notes under ASC 815. In a liquidation, these embedded derivatives would likely be extinguished through note settlement at face, but the gross derivative liability balance adds to the complexity of determining true net obligation. The filing does not separately disclose total convertible note principal outstanding in a single consolidated figure — it must be reconstructed from note-by-note disclosures.

Equity is deeply negative. The accumulated deficit is not separately tagged in XBRL in this filing but management confirms going concern doubt. The company has zero revenue from continuing operations for Q1 2026 and Q1 2025. Non-cash charges in Q1 2026 include $706,806 derivative expense, $342,828 debt discount amortization, and $302,730 loss on note conversions. Series A and Series B preferred stock carry liquidation preferences senior to common equity, further reducing common equity recovery to zero. Series C preferred carries a $1,000/share liquidation preference (2,301 shares outstanding = $2.3M senior claim). The filing discusses the license fee asset ($695,000) and Zermatt option deposit ($250,000) in MD&A and Note 13/15 but these are not separately tagged in XBRL beyond the narrative. The filing also notes disclosure controls were not effective as of March 31, 2026.