11. ACQUISITIONS

NAHD

On February 2, 2025, the Company entered into the Merger Agreement NAHD. Following the Merger, NAHD and its operating subsidiaries are indirect, wholly owned subsidiaries of the Company. As merger consideration, the Company issued four million (4,000,000) Preferred Shares to NAHD’s shareholders. The Merger Agreement contained conditions to the completion of the Merger, including the filing of the articles of incorporation and/or organization for the merger subsidiaries, and the adoption of board resolutions and/or sole member resolutions by the merger subsidiaries approving the Merger. On February 13, 2025, all of the closing conditions to the Merger Agreement were satisfied or waived, the Preferred Shares were issued to NAHD’s shareholders, and the transactions set forth in the Merger Agreement were completed and closed. The Company has accounted for this transaction as a business combination and has applied the purchase method of accounting in accordance with GAAP.

The following table summarizes the purchase price allocation of the NAHD assets acquired and liabilities assumed.

The purchase price allocation above is based on the fair values of the assets and liabilities of NAHD as of the closing date of the NAHD acquisition. The majority of the value of assets acquired and liabilities assumed was measured based on inputs that are not observable in the market and are therefore considered Level 3 inputs. The goodwill recognized as a result of is attributable primarily to expected synergies and the assembled workforce. None of the goodwill is expected to be deductible for income tax purposes.

The Company issued 4,000,000 shares of non-publicly traded Class A Convertible Preferred Stock (“Series A Preferred”) as consideration in its acquisition of New Asia Holdings, Inc. The consideration was measured at its acquisition-date fair value of $18,800,000 ($4.70 per share) as of February 2, 2025, which was a Level 3 measurement under ASC 820. Fair value was estimated using a hybrid method in which the issuer’s total equity value was derived under a market approach by calibrating (“backsolving”) to the closing price of the Company’s publicly traded common stock on the valuation date, and that value was allocated among equity classes using a Black-Scholes option-pricing model with a breakpoint analysis under two probability-weighted scenarios (60% / 40%) reflecting whether the conversion right is approved. Significant unobservable inputs included an expected time to liquidity of 3.0 years, a risk-free rate of 4.3%, a dividend yield of 0.0%, and expected volatility of 95.0% and 75.0% under the respective scenarios.

The fair values of the acquired tangible and intangible assets were determined using the cost and income approaches, including the multi-period excess earnings, lost profits, and relief-from-royalty methods. The trade name intangible asset was valued using the relief-from-royalty method under the income approach. The developed technology intangible asset was valued using the relief-from-royalty method under the income approach, which estimates the present value of the after-tax royalty payments the Company is relieved from paying by owning the technology. The customer relationship intangible assets, which represent the value of existing customer contracts, were valued using the lost profits method under the income approach. The resulting cash flows were discounted at rates determined through a weighted average return on assets analysis. The fair value of acquired property and equipment was determined using the cost approach, which utilized asset listings and cost records with consideration for the reported age, condition, utilization, and economic support of the assets. Oil and natural gas properties were valued using the discounted cash flow method under the income approach, which takes into account production and mineral interest forecasts, projected commodity prices and pricing differentials, and estimates of future capital and operating costs, discounted using a risk adjustment based on expected recoverability. The fair values of asset retirement obligations and inventories were calculated in accordance with the Company’s internal policies as described in Note 3. The fair values of various current assets and liabilities, including accounts receivable and accounts payable, approximate their carrying values as of the closing date of the NAHD acquisition because of the short-term nature of the instruments. The goodwill from this acquisition is included in the SaaS segment.

The results of operations attributable to the NAHD acquisition since the acquisition date have been included in the consolidated statements of operations and include $666,084 in total revenue and $1,765,172 of net loss for the year ended December 31, 2025.

County Line

On April 8, 2025 (the “Effective Date”), the Company entered into an asset purchase agreement (the “Asset Purchase Agreement”) with County Line Industrial LLC (“County Line”) to acquire all of the assets of County Line (the “Assets”) for a purchase price of $1,000,000 (the “Purchase Price”). The acquisition of County Line’s business includes the hiring of County Line’s existing employees, and the hiring of County Line’s sole member.

Pursuant to the Asset Purchase Agreement, the Company was to pay the Purchase Price as follows: a cash payment in the amount of $125,000 due on or before April 15, 2025, a cash payment in the amount of $100,000 due on or before May 15, 2025; a cash payment in the amount of $250,000 due on or before July 15, 2025; and a cash payment in the amount of $525,000 due on or before January 31, 2026. The payments will bear no interest. In addition to the Purchase Price, the Company shall pay its current payable due to County Line, in the amount of $76,000, on or before May 1, 2025. County Line shall pay all obligations of its three vehicles for an approximate total amount of $92,000. The Asset Purchase Agreement was amended during the fourth quarter of 2025 such that the Company was only required to remit $225,000 to acquire the assets.

The Company evaluated the assets acquired as well as the in-place workforce obtained as a result of the purchase of the Assets and determined that the assets and related in-place workforce did not represent an integrated set which included a substantive process. As a result, the Company has accounted for the County Line purchase as an asset acquisition and has allocated the consideration transferred to the Assets on a relative fair value basis. Fair value for the Assets was based on the cost approach, which utilized asset listings and cost records with consideration for the reported age, condition, utilization and economic support of the assets.

Sherman Oil

On May 28, 2025, the Company entered into an asset purchase agreement with Sherman Oil Company LLC and its affiliates (“Sherman”), pursuant to which the Company will acquire approximately 1,600 acres of held-by-production oil leases for oil wells and related equipment located in Wichita County and Wilbarger County, Texas for a purchase price of $1,000,000.

The Company evaluated the assets acquired from Sherman Oil and determined that the assets did not represent an integrated set which included a substantive process. As a result, the Company has accounted for the Sherman Oil assets as an asset acquisition and has allocated the consideration transferred on a relative fair value basis. Fair value for the acquired assets was based on the relative value of the discounted cash of the estimated oil and gas reserves acquired. None of the acquired Sherman leases included unproved properties.

Giant Group

On December 18, 2025 the Company entered into a stock purchase agreement (the “Giant Stock Purchase Agreement”) with Daniel Kroft (the “Seller”) to acquire one hundred percent (100%) of the issued and outstanding securities of Giant Group America Inc. (“Giant”), which operates, through its wholly-owned subsidiary, Giant Containers Inc. (the “Giant Subsidiary”), as a designer and seller of innovative modular shipping container buildings. The purchase price for the acquisition of Giant is $3,500,000 (the “Giant Purchase Price”). The transaction includes the acquisition of Giant’s existing customers and business pipeline,

Pursuant to the Giant Stock Purchase Agreement, the Company will pay the Giant Purchase Price to the Seller as follows: $1,000,000 paid to the Seller in cash at closing; $750,000 paid to the Seller via the issuance of shares of common stock of the Company, par value $0.01, in an agreed share price such that the Seller shall be issued 215,000 shares of Company common stock; and $1,750,000 paid to the Seller via the issuance of a promissory note in favor of Seller (the “Giant Promissory Note”) paid via quarterly installment payments over twenty-four months commencing on April 15, 2026 and ending April 15, 2028, when the entire unpaid balance of principal and interest shall be due and payable in full.

The following table summarizes the purchase price allocation of the Giant assets acquired and liabilities assumed.

The consideration paid for Giant consisted of a promissory note, the fair value of which was determined to be $1,477,000 as of the December 18, 2025 acquisition date using a discounted cash flow analysis under the income approach, in which the contractual principal payments under the note were discounted to present value at a market-based rate of 14.33% reflecting the credit risk and terms of the instrument. The Company also issued 215,000 restricted shares of its common stock as consideration, the fair value of which was determined to be $518,000 based on the quoted market price of the Company’s common stock of $2.41 per share on the December 18, 2025 acquisition date. The fair values of the acquired intangible assets were determined using the income approach. The trade name intangible asset was valued using the relief-from-royalty method, which estimates the present value of the after-tax royalty payments the Company is relieved from paying by owning the trade name, applying a pre-tax royalty rate and a discount rate. The customer relationship intangible assets, which represent the value of existing customer relationships, were valued using the multi-period excess earnings method, which isolates the after-tax cash flows attributable to the existing customers net of contributory asset charges and discounts them to present value. The discount rates applied to the intangible assets were derived from the Company’s weighted average cost of capital and reconciled to the internal rate of return for the transaction through a weighted average return on assets analysis. The fair values of acquired net working capital and other current assets and liabilities approximate their carrying values as of the closing date of the acquisition because of the short-term nature of the instruments. The goodwill from this acquisition is included in the construction segment.

The results of operations attributable to the Giant acquisition since the acquisition date have been included in the consolidated statements of operations and include $-0- in total revenue and $179,322 of net loss for the year ended December 31, 2025.

Unaudited pro-forma information

The following unaudited pro forma consolidated results of operations for the years ended December 31, 2025 and 2024 assume the acquisitions of NAHD and Giant were completed on January 1, 2024: