Asset Purchase Agreement

6 Months Ended

Jun. 30, 2025

Note 9 – Asset Purchase Agreement

Yoshi, Inc.

In November 2024, the Company executed an asset purchase agreement with Yoshi, Inc. In connection with this transaction, in February 2025, the Company acquired various vehicles as part of a growth and expansion plan. The Company has access to and utilizes these vehicles for mobile fueling as part of its ongoing operations. Since the transaction did not close until February 2025, the payments made/due as of December 31, 2024, were classified as a component of deposit on future asset purchase totaling $2,035,283. In 2025, the fair value of the purchased vehicles was determined to be $1,229,000, and this amount was reclassified to vehicles. The remaining value was expensed.

Consideration for this asset purchase consisted of the following:

1	Cash - $1,250,000;

2	Common Stock – 201,613 shares of common stock; having a fair value of $535,283 ($2.66/share), based upon the quoted closing price; and

3	Note Payable - $250,000

4	At December 31, 2024, the Company had paid $650,000 of the cash payment. The balance of the cash payment ($600,000) was paid in February 2025.

5	All shares were issued as of December 31, 2024.

6	At December 31, 2024, the $250,000 under the note payable had not yet been paid. In February 2025, $50,000 of the principal under the note payable was repaid, leaving a remaining balance of $200,000.