| SCHDEULE OF FAIR VALUE OF CONSIDERATION TRANSFERRED ASSETS ACQUIRED LIABILITIES ASSUMED |
| | | | | | | Table 6.1: Secuvant Valuation | | Preliminary Allocation of Assets and Liabilities | | Cash consideration: | | | Cash consideration | $ | 875,000 | | | Estimated additional cash payments - contingent earn-out | 623,970 | | | Less: cash acquired | (558,014) | | | Estimated cash consideration, net of cash acquired | 940,956 | | | Noncash consideration: | | | Series I Convertible Preferred Stock | 2,000,000 | | | Estimated common stock consideration - contingent earn-out | 2,495,881 | | | Noncash consideration | 4,495,881 | | | Total consideration | $ | 5,436,837 | | | Assets acquired: | | | Accounts receivable | $ | 23,458 | | | Prepaid expenses | 23,895 | | | Total identified assets acquired | 47,353 | | | Liabilities assumed: | | | Accounts payable | 265,294 | | | Deferred revenue | 392,471 | | | Loans payable - current portion | 4,689 | | | Loans payable - non-current portion | 327,010 | | | Total identified liabilities assumed | 989,464 | | | Net identifiable liabilities assumed | (942,111) | | | Goodwill | 6,378,948 | | | Net assets acquired | $ | 5,436,837 | |
| | | | | | | | | | | | | | | | | | | Table 6: SLG Valuation | | Initial Allocation of Assets and Liabilities | | Adjustments | | Final Allocation of Assets and Liabilities as of March 31, 2026 | | Cash consideration: | | | | | | | Cash consideration | $ | 2,000,000 | | | $ | - | | | $ | 2,000,000 | | | Less: cash acquired | (34,983) | | | - | | | (34,983) | | | Cash consideration, net of cash acquired | 1,965,017 | | | - | | | 1,965,017 | | | Noncash consideration: | | | | | | Common stock (1) | 254,071 | | | 250,071 | | | 504,142 | | Series E Convertible Preferred Stock (2) | 255,000 | | | - | | | 255,000 | | Accounts receivable in Cycurion owing from SLG (3) | 10,814,147 | | | - | | | 10,814,147 | | | Noncash consideration | 11,323,218 | | | 250,071 | | | 11,573,289 | | | Total consideration | $ | 13,288,235 | | | $ | 250,071 | | | $ | 13,538,306 | | | Assets acquired: | | | | | | | Accounts receivable | $ | 3,066,581 | | | $ | - | | | $ | 3,066,581 | | | Total identified assets acquired | 3,066,581 | | | - | | | 3,066,581 | | | Liabilities assumed: | | | | | | | Accounts payable | 4,317,052 | | | 222,313 | | | 4,539,365 | | | Accrued liabilities | 10,650 | | | 54,209 | | | 64,859 | | | Payroll liability | 40,642 | | | 173,629 | | | 214,271 | | | Factoring liability | 2,176,922 | | | - | | | 2,176,922 | | | Due to related parties | 18,000 | | | - | | | 18,000 | | | Loans payable | 625,222 | | | - | | | 625,222 | | | Liabilities to Cycurion | 2,982,908 | | | - | | | 2,982,908 | | | Total identified liabilities assumed | 10,171,396 | | | 450,151 | | | 10,621,547 | | | Net identifiable liabilities assumed | (7,104,815) | | | (450,151) | | | (7,554,966) | | | Elimination of inter-company balances | 2,982,908 | | | - | | | 2,982,908 | | | Non-controlling interest | (3,464,218) | | | - | | | (3,464,218) | | | Goodwill | 13,945,924 | | | 700,222 | | | 14,646,146 | | | Net assets acquired | $ | 13,288,235 | | | $ | 250,071 | | | $ | 13,538,306 | |
(1)Represents the fair value of 33,609 shares of common stock issued in the SLG transaction based on the quoted stock price on the date of issuance. (2)Represents the fair value of the Series E Convertible Preferred Stock on an as converted to common stock basis using the quoted price of the Company's common stock on the date of issuance. (3)Represents the fair value of the accounts receivable owed to Cycurion by SLG. (4)Fair value of the noncontrolling interest based on NCI’s 49% interest in the net assets acquired. (5)Goodwill is calculated as total consideration paid less net assets acquired.
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