v3.26.1
ACQUISITION OF VINOVEST (Tables)
6 Months Ended
Jun. 30, 2026
ACQUISITION OF VINOVEST  
Schedule of allocation of the purchase price

Stock paid to Vinovest

$

14,000,000

Total Consideration Paid

14,000,000

Allocated to:

$

Cash

3,536,944

Receivables and other current assets

581,659

Collectibles held

1,128,858

Fixed assets

6,442

Intangible assets

12,653,239

Accounts payable, accrued expenses and other current liabilities

(3,907,142)

Net assets acquired

14,000,000

Excess of purchase price over net liabilities assumed before allocation to identifiable intangible assets and goodwill

-

Schedule of allocation of the purchase price to identifiable intangible assets

Estimated

Useful Life

Amount

(Years)

Customer Lists (a)

12,653,239

5

Excess of purchase price

-

Goodwill

-

(a)The Vinovest customer relationships were valued using the Multi-Period Excess Earnings Method (“MPEEM”). The MPEEM reflects the present value of the operating cash flows generated by existing customer relationships after taking into account the cost to realize the revenue and an appropriate discount rate to reflect the time value and risk associated with the cash flows.
Summary of the unaudited pro forma financial information

June 30, 2025

June 30, 2026

Total revenue

72,381,606

Total revenue

70,013,415

Net income

4,816,826

Net loss

398,986

Weighted average shares

Weighted average shares

Basic

728,767,714

Basic

758,316,084

Net loss per shares:

Net loss per shares:

Basic

0.01

Basic

0.00

Weighted average shares

Weighted average shares

Diluted

1,223,937,688

Diluted

1,255,365,306

Net loss per shares:

Net loss per shares:

Diluted

0.00

Diluted

0.00

June 30, 2026

Transaction cost

Amortization of intangibles

357,143