NOTE 4- COMMON CONTROL TRANSACTIONS

On April 1, 2026, the Company completed the acquisition of RPD. Pursuant to the Acquisition, the Company entered into a Membership Interest Purchase Agreement with RPD and Abundia Financial, pursuant to which the Company acquired 100% of the outstanding equity interest of RPD.

Abundia Financial is considered the Company’s controlling shareholder, and as of the acquisition date held approximately 63% of the issued and outstanding shares of common stock of the Company. The transaction was accounted for as a transfer of net assets between entities under common control in accordance with ASC 805-50, Business Combinations: Related Issues”.

In accordance with ASC 805-50 the assets acquired, and liabilities assumed were recognized at their historical carrying amounts as reflected in the accounts of the transferring entity immediately prior to the transaction. As a result, no step-up to fair value was recorded and no goodwill or other acquisition related intangible assets were recognized.

RPD became subject to common control on April 16, 2025 when it was acquired by Abundia Financial. The Company is the predecessor entity and therefore the accompanying interim unaudited condensed consolidated financial statements reflect the historical results of the Company for all periods presented and the results of RPD for the periods beginning on April 16, 2025.

The following table summarizes the carrying amounts of the assets acquired and liabilities assumed on the transfer date:

SCHEDULE OF CARRYING AMOUNTS OF ASSETS ACQUIRED AND LIABILITIES ASSUMED 

The total equity assumed above is inclusive of RPD’s accumulated deficit of $1,929,161 for the period April 16, 2025 through March 31, 2026 which is recorded to the Company’s accumulated deficit balances. Consideration paid by the Company to Abundia Financial for the acquisition of RPD totaled $4,800,000. The consideration was comprised of a $4,040,000 senior secured convertible promissory note (the “RPD Convertible Note”) to Abundia Financial. Refer to Note 11- Note and Convertible Notes Payable for further disclosures. The consideration was also comprised of $600,000 cash payment and $160,000 prepaid by AGIG in 2025. The excess of the consideration transferred over the historical carrying value of the net assets received was recorded as an adjustment to additional paid-in capital within stockholders’ equity. Transaction costs incurred in connection with the acquisition were not material and were expensed as general selling and administrative costs.

The following tables reconcile the Company’s previously reported revenue, net income, and equity to the retrospectively recast financial statements reflecting the historical financial information for RPD for the periods presented.

SCHEDULE OF RECONCILE THE COMPANY’S PREVIOUSLY REPORTED REVENUE, NET INCOME, AND EQUITY