Business combination - Prosper Energy |
6 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Business combination - Prosper Energy | |
| Business combination - Prosper Energy | Note 4 — Business combination — Prosper Energy During the period the Company entered into arrangements to acquire a 51% equity interest in Inside Marketing Inc. (d/b/a “Prosper Energy”), with an option over the remaining 49%. The transaction documents exchanged to date comprise a form of Equity Purchase Agreement and a Preliminary Addendum (November 2025) that is by its terms non-binding; a definitive Second Addendum — completing the agreement, transferring voting and board control, and replacing the Year-1 economic carve-out — has been prepared and is pending execution by the parties. The consolidation of Prosper Energy from December 16, 2025 reflected in these financial statements is CONDITIONAL on execution of the Second Addendum and on confirmation by securities counsel and the Company’s independent auditor that control in substance passed for the periods presented. Absent that confirmation, the 51% interest would be reported as an investment carried at approximately $20,550, and consolidated revenue for the three and six months ended March 31, 2026 would be $1,953,713 and $2,285,669, with net income of $114,088 and a net loss of $(74,701) (after the revenue recognized per Note 7 and the project-cost releases and impairment described in Note 5). Prosper Energy’s results are included on a normalized basis that excludes identified personal and related-party items (revenue reduced by $17,606; operating expenses reduced by $68,896; interest expense reduced by $8,863 — see file note FN-2026-07-06); the classification of the balance-sheet counterparts of these adjustments (shareholder distribution or receivable) is pending. The purchase-price allocation is preliminary: the consideration comprises 1,000,000 restricted TAAG shares (provisionally measured at $20,550) plus contingent share and platform-contribution elements pending valuation; an acquisition-date balance sheet has not been received, and Prosper’s net assets are consolidated from its self-prepared March 1, 2026 balance sheet ($256,587). No goodwill or bargain-purchase gain has been recognized pending ASC 805-30-25 reassessment and valuation support. The acquisition is expected to be significant under Rule 1-02(w) of Regulation S-X, requiring audited financial statements of Prosper Energy and pro forma financial information under Rule 3-05 and Article 11, and a Current Report on Form 8-K/A. |