| SCHDEULE OF FAIR VALUE OF CONSIDERATION TRANSFERRED ASSETS ACQUIRED LIABILITIES ASSUMED |
| | | | | | | | | | | | | | | | | | | Table 8: SLG Valuation | | Initial Allocation of Assets and Liabilities | | Adjustments | | Estimated Allocation of Assets and Liabilities as of December 31, 2025 | | Cash consideration: | | | | | | | Cash consideration | $ | 2,000,000 | | | $ | - | | | $ | 2,000,000 | | | Less: cash acquired | (34,983) | | | - | | | (34,983) | | | Cash consideration, net of cash acquired | 1,965,017 | | | - | | | 1,965,017 | | | Noncash consideration: | | | | | | Common stock (1) | 254,071 | | | 250,071 | | | 504,142 | | Series E Convertible Preferred Stock (2) | 255,000 | | | - | | | 255,000 | | Accounts receivable in Cycurion owing from SLG (3) | 10,814,147 | | | - | | | 10,814,147 | | | Noncash consideration | 11,323,218 | | | 250,071 | | | 11,573,289 | | | Total consideration | $ | 13,288,235 | | | $ | 250,071 | | | $ | 13,538,306 | | | Assets acquired: | | | | | | | Accounts receivable | $ | 3,066,581 | | | $ | - | | | $ | 3,066,581 | | | Total identified assets acquired | 3,066,581 | | | - | | | 3,066,581 | | | Liabilities assumed: | | | | | | | Accounts payable | 4,317,052 | | | - | | | 4,317,052 | | | Accrued liabilities | 10,650 | | | 54,209 | | | 64,859 | | | Payroll liability | 40,642 | | | - | | | 40,642 | | | Factoring liability | 2,176,922 | | | - | | | 2,176,922 | | | Due to related parties | 18,000 | | | - | | | 18,000 | | | Loans payable | 625,222 | | | - | | | 625,222 | | | Liabilities to Cycurion | 2,982,908 | | | - | | | 2,982,908 | | | Total identified liabilities assumed | 10,171,396 | | | 54,209 | | | 10,225,605 | | | Net identifiable liabilities assumed | (7,104,815) | | | (54,209) | | | (7,159,024) | | | Elimination of inter-company balances | 2,982,908 | | | - | | | 2,982,908 | | | Non-controlling interest | (3,464,218) | | | - | | | (3,464,218) | | | Goodwill | 13,945,924 | | | 304,280 | | | 14,250,204 | | | Net assets acquired | $ | 13,288,235 | | | $ | 250,071 | | | $ | 13,538,306 | |
(1)Represents the fair value of 33,609 common stock issued in the SLG transaction based on the quoted stock price on the date of issuance. (2)Represents the fair value of the Series E Convertible Preferred Stock as is converted to common stock based on the quoted price common stock on the date of issuance. (3)Represents the fair value of the accounts receivable in Cycurion owing from SLG. (4)Fair value of the noncontrolling interest based on NCI’s 49% interest in the net assets acquired. (5)Goodwill is calculated as Total Consideration paid less the net assets acquired.
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