Sg Devcorp Settlement and Release

12 Months Ended

Dec. 31, 2025

Sg Devcorp Settlement and Release [Abstract]

4.	SG DEVCORP SETTLEMENT AND RELEASE

In December 2022, the Company and then owner of 100% of the issued and outstanding securities of SG DevCorp announced its plan to separate the Company and SG DevCorp into two separate publicly traded companies (the “Separation”). To implement the Separation, on September 27, 2023 (the “Distribution Date”), the Company, effected a pro rata distribution to its stockholders of approximately 30% of the outstanding shares of SG DevCorp’s common stock (the “Distribution”). Immediately after the Distribution, SG DevCorp was no longer a wholly owned subsidiary of the Company and the Company held approximately 70% of SG DevCorp’s issued and outstanding securities.

During 2024, the Company’s ownership in SG DevCorp fell below 50%, and the Company deconsolidated SG DevCorp from its financial statements (the “Deconsolidation”). Upon Deconsolidation, the Company recognized a gain of $4,637,013 which resulted from the difference between the fair value of the Company’s investment upon Deconsolidation, and the net assets and carrying value of the non-controlling interest. The gain is included in income (loss) from discontinued operations. The fair value of the Company’s investment in SG DevCorp upon Deconsolidation amounted to $8,126,350. The Deconsolidation represented a strategic shift in the Company’s operations and had a significant effect on the Company’s operations and financial results. Therefore, the financial results of SG DevCorp are presented as income (loss) from discontinued operations for all periods until the entity was deconsolidated.

The assets and liabilities of SG DevCorp at the time of Deconsolidation amounted to the following:

Assets:
Cash	$	567,473
Assets held for sale		4,400,361
Prepaid expenses and other current assets		429,331
Total current assets		5,397,165

Property, plant and equipment, net		1,194,117
Project development costs and other non-current assets		91,490
Intangible assets, net		138,678
Goodwill		1,810,787
Investment in and advances to equity affiliates		3,642,607
Total long-term assets		6,877,679

Liabilities:
Accounts payable and accrued expenses		1,600,294
Contingent consideration payable		945,000
Short-term notes payable, net		6,476,723
	$	9,022,017

The following table represents the financial results of SG DevCorp for the year ended December 31, 2024:

Operating Expenses:
Payroll and related expenses	$	1,223,511
General and administrative expenses		295,664
Marketing and business development expenses		10,219
Operating loss		(1,529,394	)
Other income (expense)		(422,941	)
Net loss	$	(1,952,335	)

The total income from discontinued operations for the year ended December 31, 2024, is comprised of the following:

Gain from Deconsolidation	$	4,637,013
Net operating loss from discontinued operations		(1,952,335	)
Net income from discontinued operations	$	2,684,678

The Company accounted for its residual investment in SG DevCorp at fair value with any changes in value recorded to income or loss. As of December 31, 2024, the Company held 276,425 shares of SG DevCorp (the “Shares”) which represented approximately 19% ownership and amounted to $738,056.

On January 29, 2025, the Company entered into a mutual release and discharge agreement (the “Mutual Release”) with SG DevCorp. pursuant to SG DevCorp. forgiving and releasing from our obligations to them under that certain promissory note, dated August 9, 2023, the principal amount of $908,323 and in respect of $793,590 of inter-company advances from SG DevCorp. to the Company in exchange for the Company forgiving $394,329 of inter-company debt owed to the Company by the Company and for SG DevCorp. (which has already been written off) transferring the Shares, with the Company no longer being a shareholder of SG DevCorp. The Company recognized $311,560 in change in fair value loss of its investment in SG DevCorp for the period ended January 29, 2025. In connection with the Mutual Release, the Company recorded $1,275,416 to additional paid in capital which resulted from the transactions above and the Company’s investment in SG DevCorp write down to $426,496.