NOTE 3: ASSET ACQUISITIONS

J Street Capital Partners, LLC

On May 29, 2025, the Company entered into a Securities Purchase Agreement to acquire 100% of the equity interests of J Street Capital Partners, LLC, a Florida limited liability company. The acquisition closed on July 1, 2025. In connection with the acquisition, the Company issued 150,000 shares of its common stock to the seller as consideration with a fair value of $435,000.

The Company evaluated the acquisition under ASC 805-10-55-5A through 55-9 (the “screen test”) and concluded the transaction should be accounted for as an asset acquisition under ASC 805-50 rather than a business combination. Under ASC 805-50-30-1, the cost of an asset acquisition is the consideration transferred, measured at the acquisition date. No goodwill is recognized in an asset acquisition. The purchase price was allocated to the identifiable assets acquired on a relative fair value basis as follows: inventories $413,250 and trademarks and licenses $21,750. The trademarks and licenses are being amortized on a straight-line basis over their estimated useful life of five years.

Prestige Worldwide Wine Company, LLC

On November 3, 2025, the Company, through its wholly owned subsidiary J Street, acquired 100% of the issued and outstanding membership interests of Prestige Worldwide Wine Company, LLC, a California limited liability company, pursuant to a Securities Purchase Agreement. In connection with the acquisition, the Company issued 150,000 shares of its common stock with a fair value of $322,500. The Company evaluated the acquisition under ASC 805 and concluded the transaction should be accounted for as an asset acquisition under ASC 805-50. The purchase price was allocated entirely to intangible assets (customer relationships and brand) of $322,500. The intangible assets are being amortized on a straight-line basis over their estimated useful life of five years.