NOTE 18 — LOSS PER SHARE

The following table sets forth the computation of basic and diluted loss per share:

Basic loss per share is computed by dividing loss attributable to the shareholders of common stock (the numerator) by the weighted-average number of shares of common stock outstanding (the denominator) for the period. Diluted (loss) earnings per share assume that any dilutive equity instruments, such as convertible notes payable and warrants were exercised and outstanding common stock adjusted accordingly, if their effect is dilutive.

The March 4^th Note, the Series I Warrant and the Series C have clauses that entitle the holder to participate if dividends are declared to the common stock shareholders as if the instruments had been converted into shares of common stock. As such, the Company uses the two-class method to compute earnings per share and attribute a portion of the Company’s net income to these participating securities. These securities do not contractually participate in losses. For the years ended December 31, 2025 and 2024, the Company had net losses and as such the two-class method is not presented.

For the year ended December 31, 2025, the Company excluded 5,394,762 common stock equivalents, including the March 4^th Note that may be converted into 63,939 shares of common stock and other convertible notes payable carried at their principal loan amount that are convertible based at 30-day, 90-day trailing trading average closing price or fixed conversion price (5,394,762 shares of common stock at December 31, 2025), in the calculation of diluted loss per share as their effect would be anti-dilutive.

For the year ended December 31, 2024, the Company excluded 2,683,195 common stock equivalents, such as March 4^th Note that may be converted into 63,939 shares of common stock, the outstanding Series I Warrant that may be converted into 10,000 shares of common stock (expired September 4, 2025) and other convertible notes payable carried at their principal loan amount that are convertible based on a 90-day trailing trading average closing price (2,609,256 shares of common stock at December 31, 2024), in the calculation of diluted loss per share as their effect would be anti-dilutive.