| Schedule of Purchase Price to the Assets Acquired and Liabilities Assumed |
The following table summarizes the
preliminary allocation of the purchase price to the assets acquired and liabilities assumed for the Merger:
| Cash and cash equivalents | |
$ | 77,013 | |
| Accounts receivable | |
| 49,418 | |
| Inventory | |
| 469,961 | |
| Oil and gas, on the basis of full cost accounting | |
| | |
| Property, plant and equipment | |
| 2,610,321 | |
| Reserves | |
| 1,750,000 | |
| Goodwill | |
| 38,160,202 | |
| Intangible assets | |
| 812,938 | |
| Project development cost and other assets | |
| 2,244 | |
| Accounts payable and accrued expenses | |
| (1,601,573 | ) |
| Due to related parties | |
| (3,442,828 | ) |
| Contract liabilities | |
| (552,500 | ) |
| Long-term debt | |
| (3,765,596 | ) |
| Total consideration | |
$ | (34,569,600 | ) |
|
| Schedule of Condensed Consolidated Statement of Operations |
Below is a proforma condensed consolidated statement of operations
for the three months ended March 31, 2025 and 2024, as if the Company purchased NAHD as of January 1, 2024.
| | |
For the
Three Months
Ended
March 31,
2025 | | |
For the
Three Months
Ended
March 31,
2024 | |
| | |
(Unaudited) | | |
(Unaudited) | |
| Revenue: | |
| | |
| |
| Construction services | |
$ | 496,079 | | |
$ | 968,115 | |
| Subscription revenue | |
| 119,343 | | |
| 22,833 | |
| Total | |
| 615,422 | | |
| 990,948 | |
| | |
| | | |
| | |
| Cost of revenue: | |
| | | |
| | |
| Construction services | |
| 854,466 | | |
| 644,983 | |
| Other | |
| 45,631 | | |
| 8,035 | |
| Total | |
| 900,097 | | |
| 653,018 | |
| Gross profit (loss) | |
| (284,675 | ) | |
| 337,930 | |
| | |
| | | |
| | |
| Operating expenses: | |
| | | |
| | |
| Payroll and related expenses | |
| 641,599 | | |
| 1,251,982 | |
| General and administrative expenses | |
| 1,001,988 | | |
| 591,409 | |
| Marketing and business development expense | |
| 6,916 | | |
| 123,575 | |
| Total | |
| 1,650,503 | | |
| 1,966,966 | |
| | |
| | | |
| | |
| Operating loss | |
| (1,935,178 | ) | |
| (1,629,036 | ) |
| | |
| | | |
| | |
| Other expense: | |
| | | |
| | |
| Interest expense | |
| (614,412 | ) | |
| (919,380 | ) |
| Change in fair value of equity-based investments | |
| (311,560 | ) | |
| (3,112,803 | ) |
| Loss on disposition of equity-based investment | |
| - | | |
| (180,600 | ) |
| Interest income | |
| - | | |
| 9,570 | |
| Other income | |
| - | | |
| 48,617 | |
| | |
| (925,972 | ) | |
| (4,154,596 | ) |
| | |
| | | |
| | |
| Loss from continuing operations | |
| (2,861,149 | ) | |
| (5,783,632 | ) |
| | |
| | | |
| | |
| Income from discontinued operations | |
| - | | |
| 2,684,678 | |
| | |
| | | |
| | |
| Net loss | |
$ | (2,861,149 | ) | |
$ | (3,098,954 | ) |
|