NOTE 1 – ORGANIZATION AND BUSINESS

Allied Energy, Inc. (“AGGI or the “Company”) was incorporated under the laws of the State of Colorado in March 1998. Previously Technol Fuel Conditioners, Inc., the Company domesticated from Colorado to Florida in July 2006. On July 31, 2006, the Company changed its name to Allied Energy Group, Inc., and on December 21, 2007, the Company changed its name to Allied Energy, Inc.

BILI Inc. (“BILI”) was incorporated under the Canada Business Corporations Act on November 22, 2021.

On October 16, 2024, the Company entered into an Equity Exchange Agreement (the “Agreement”) with Metamexx Corp (“Metamexx”), a wholly owned subsidiary of AGGI, BILI, and the shareholders of BILI (the “BILI Shareholders”). Pursuant to the Agreement, the Company, through Metamexx, acquired up to 100% of the issued and outstanding shares of BILI in exchange for newly issued shares of the Company’s Series B Preferred Stock, par value $0.001 per share (“Series B Preferred Stock”). The Company issued an aggregate of 117,318,448 shares of Series B Preferred Stock to the BILI Shareholders as consideration.

The transaction was accounted for as a reverse acquisition under Accounting Standards Codification (“ASC”) 805, Business Combinations. For accounting purposes, BILI is considered the accounting acquirer and AGGI is considered the accounting acquiree. Accordingly, the historical financial statements of BILI are treated as the historical financial statements of the Company.

As a result of the reverse acquisition, the transaction has been accounted for as a recapitalization of BILI. The equity structure for all periods presented prior to the reverse acquisition has been retroactively restated to reflect the legal capital structure of the Company, including the issuance of Series B Preferred Stock to the BILI Shareholders. The par value of the outstanding shares and additional paid-in capital were also adjusted to reflect the recapitalization. All references to share and per share amounts in the accompanying consolidated financial statements and notes have been restated on this basis.

For the year ended 2025, all 117,318,448 shares of the Company’s Series B Preferred Stock were converted into common stock at a rate of 150 shares of common stock for each share of Series B Preferred Stock, resulting in the issuance of 17,597,767,200 shares of common stock.

Following the transaction, the Company operates its business through BILI, its wholly owned subsidiary, which provides an AI-powered social commerce platform that facilitates connections between social media influencers and brands. The platform enables influencers to share and sell products they endorse while providing brands access to a broad network of influencers. The Company generates revenue primarily through two streams: (i) transaction fees on product sales through its BILI Base™ platform and (ii) fixed and premium service fees for managed influencer campaigns under BILI Boost™, BILI Boost™ AI-Enabled and BILI Boost+™.