BUSINESS COMBINATIONS AND ACQUISITIONS |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| BUSINESS COMBINATIONS AND ACQUISITIONS | |
| BUSINESS COMBINATIONS AND ACQUISITIONS | Note 8 – BUSINESS COMBINATIONS AND ACQUISITIONS
During the six months ended June 30, 2026, the Company completed four acquisitions. Each is consolidated from the date the Company obtained control, and the results of each acquired business before that date are excluded from the consolidated statements of operations.
AMT Management LLC. Acquired March 4, 2026 in exchange for 200,000 shares of common stock. Sustainable Properties, LLC. Acquired March 13, 2026 in exchange for 10,000,000 shares of common stock issued to its selling members.
RI Property Holdings, Inc. On April 6, 2026 the Company acquired a 16.875% interest from a shareholder and related party in exchange for a convertible promissory note in the principal amount of $3,500,000.
Memorial Real Estate Group LLC. The Company obtained control on April 8, 2026 and reports the transaction as of May 6, 2026 consistent with the Current Report on Form 8-K filed for it. Total consideration was $10,992,835, consisting of a $6,000,000 convertible promissory note issued to the sellers, an assumed CNE first mortgage of $1,019,455, assumed mechanics liens of $473,380 and other assumed obligations. No cash was disbursed by the Company or by RI Property Holdings, Inc. at the closing. The $455,000 payoff referred to in the closing documents was funded by the settlement agent out of loan proceeds and is included within the total consideration.
The Company evaluated each transaction under the screen in ASC 805 and concluded that substantially all of the fair value of the gross assets acquired is concentrated in a group of similar identifiable assets. Each transaction is accounted for as an asset acquisition. No goodwill and no bargain purchase gain was recognized, and no previously held interest required remeasurement. |