NOTE 7 – GOODWILL

On October 20, 2023, the Company acquired TransportUS Inc. Allocation of the purchase price per ASC 805-20-25-1 yielded a goodwill amount of $1,795,406. The Company’s used a discounted cash flow model which requires estimating future cash flows expected to be generated from the acquired entity, discounted to their present value using a risk-adjusted discount rate, the Guideline Company’s method and the Guideline Transactions method, incorporating the following key assumptions and market approach to acquire TransportUS Inc.

Assessing the recoverability of goodwill requires the Company to make estimates and assumptions about sales, operating margins, growth rates and discount rates based on its budgets, business plans, economic projections, anticipated future cash flows and marketplace data. The company under ASC 350-20 did a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than it’s carrying amount.

The fair value of the reporting unit was determined using three valuation methods: the Discounted Cash Flow method, the Guideline Company’s method and the Guideline Transactions method, incorporating the following key assumptions:

The estimated fair value of the reporting unit is $8,240,000 compared to its carrying amount of $2,220,000. As a result, no impairment was recorded. The Company had no goodwill on its balance sheet prior to the acquisition:

As indicated the agreement generated a Goodwill asset of $1,795,406 resulting from the $2,220,000 value of the shares issued for the purchase over the net book value of TransportUS, Inc. of $424,593 as of October 31, 2023. Due to the agreement’s two step issuance of the 3,000,000 AGSS shares,1,500,000 at signing and 1,500,00 at a future date, the impact on the Balance Sheet of AGSS is an increase in common stock book value and additional paid in capital, by $1,110,000, a deferred liability of $1,110,000, and an investment in subsidiary asset value of $424,593 along with the Goodwill in the amount of $1,795,406, as of October 31, 2023. The consolidated Balance Sheet presentation eliminates the investment in subsidiary asset reflected on the Balance Sheet of AGSS.

As of December 31, 2024, the Deferred Liability in Subsidiary decreased by $1,018,000 due to the decrease in share value as of that date. This created a gain from deferred liability of subsidiary equal to $1,018,000. The result is a balance of $121,500 in Deferred Liability Subsidiary as of December 31, 2024.

As of December 31, 2025, the Deferred Liability in Subsidiary decreased by $85,000 due to the decrease in share value as of that date. This created a gain from deferred liability of subsidiary equal to $85,000. The result is a balance of $35,700 in Deferred Liability Subsidiary as of December 31, 2025.