On June 2, 2025, the Company completed the acquisition of Resource Group. Pursuant to the Amendment, the purchase price for the membership interests of Resource Group was amended to be comprised of (i) $480,000 in principal amount of unsecured 6% promissory notes due on the first anniversary of the closing, (ii) the issuance of restricted shares of the Company’s common stock (the “Closing Shares”) equal to 19.99% of the Company’s outstanding shares of common stock on the date the Resource Group acquisition was executed, which amounted to 376,818 shares of common stock; (iii) 1,500,000 shares of non-voting Series A Convertible Preferred Stock (the “Series A Preferred Stock”) which was convertible into 450,000 restricted shares of the Company’s common stock, and (iv) an aggregate of 2,059 additional shares of Company common stock post-closing. In accordance with ASC 805, the Resource Group acquisition is accounted for as a business combination. The Resource Group acquisition was made for the purpose of primarily shifting the Company’s future business.

The purchase consideration amounted to:

The total equity compensation was valued as follows: common stock at the closing price upon acquisition which amounted to $452,182, and the Series A Preferred Stock at a value of $8,780,400 which was calculated at the estimated conversion price of the common stock with a discount for lack of marketability in the amount of 18.7% based upon a Black-Scholes Value method.

The following table summarizes the allocation of the purchase price to the assets acquired and liabilities assumed for the Resource Group Acquisition:  

The following unaudited pro forma consolidated results of operations for the three months ended June 30, 2025 assume the acquisition Resource Group was completed on January 1, 2024:

The following unaudited pro forma consolidated results of operations for the six months ended June 30, 2025 assume the acquisition Resource Group was completed on January 1, 2024: