NOTE 13. EARNINGS PER SHARE

Basic earnings per share is computed by dividing net income (loss) attributable to the Company’s common stockholders by the weighted average number of shares of Common Stock outstanding during the period. Diluted earnings per share is computed by dividing the same amount by the weighted average number of shares of Common Stock outstanding plus the dilutive effect of potentially dilutive securities. The weighted average number of shares of Common Stock outstanding, used to compute basic earnings per share, was 106,978,518 and 4,230,868 for the three months ended September 30, 2026, and 2025, respectively, and 38,856,450 and 4,230,868 for the nine months ended September 30, 2026, and 2025, respectively, in each case as retroactively adjusted for the reverse stock split described in Note 1, including fractional shares rounded up to the nearest whole share for each holder of record.

The Company had no options, warrants, or restricted stock units outstanding during the three and nine months ended September 30, 2026, or 2025. The Company had 2,371,844 shares of Series B Convertible Preferred Stock outstanding from the beginning of each period until July 13, 2026, on which date all such shares were converted into 118,592,200 shares of Common Stock at a conversion rate of fifty (50) shares of Common Stock for each share (see Note 9). For the nine months ended September 30, 2026, the Series B Convertible Preferred Stock was included in the computation of diluted earnings per share using the if-converted method for the portion of the period prior to conversion (January 1 through July 12, 2026), and the shares of Common Stock issued on conversion are included in the basic weighted average shares from July 13, 2026; the resulting incremental dilutive shares were 83,839,907, giving diluted weighted average shares outstanding of 122,696,357. For the three months ended September 30, 2026, the Company reported a net loss attributable to common stockholders, and accordingly the 118,592,200 common-share equivalents of the Series B Convertible Preferred Stock for the period from July 1 through July 12, 2026, were antidilutive and excluded from the computation; diluted loss per share equals basic loss per share for that period. The Vanquish Notes described in Note 7 are convertible only upon an event of default and, because no event of default had occurred as of September 30, 2026, no shares were included in respect of those notes. The Series B Convertible Preferred Stock carried no cumulative dividend entitlement, and accordingly no adjustment to the numerator was required. The Series B Convertible Preferred Stock was antidilutive for the three and nine months ended September 30, 2025, and was therefore excluded from the computation of diluted loss per share for those periods.

The following table reconciles the numerators and denominators used in the computation of basic and diluted earnings per share for the periods presented:

 SCHEDULE OF BASIC AND DILUTED EARNINGS PER SHARE

The weighted average shares outstanding for the three and nine months ended September 30, 2026, reflect the issuance of 118,592,200 shares of Common Stock upon the conversion of the Series B Convertible Preferred Stock on July 13, 2026, and 2,500,000 shares of Common Stock issued for consulting services on August 27 and 28, 2026, each weighted for the portion of the period during which the shares were outstanding. All share and per-share amounts have been retroactively adjusted for the 1-for-100 reverse stock split effective July 10, 2026.