{"url_path":"/sec/agig/10-k/2026/item-15","section_key":"item-15","section_title":"Item 15 **","topic":"sec","document":{"doc_type":"10-K/A","doc_date":"2026-05-13","source_url":"https://www.sec.gov/Archives/edgar/data/1156041/0001493152-26-022630-index.html","accession_number":"0001493152-26-022630","cik":"0001156041","ticker":"AGIG","issuer_name":"ABUNDIA GLOBAL IMPACT GROUP, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1156041/0001493152-26-022630-index.html","primary_entity_key":"0001156041","primary_entity_name":"ABUNDIA GLOBAL IMPACT GROUP, INC."},"word_count":22189,"has_tables":true,"body_markdown":"**Item\n15.**\n**Exhibits\nand Financial Statement Schedules**\n\n \n\n1.\nFinancial statements. See “Index to Financial Statements” on page F-1 of this Report.\n\n \n\n2.\nExhibits\n\n \n\n \n \n \n \n**Incorporated\nby Reference** \n \n \n\n**Exhibit **\n\n**Number**\n\n \n**Exhibit\nDescription**\n \n**Form**\n \n**Filing\nDate**\n \n**Exhibit\nNumber or Annex**\n \n\n**Filed**\n\n**Herewith**\n\n \n \n \n \n \n \n \n \n \n \n \n\n3.1\n \n[Certificate\nof Incorporation of the Registrant, dated April 2, 2001](https://www.sec.gov/Archives/edgar/data/1156041/000089924301501100/ds4.txt)\n \nS-4\n \n08/03/01\n \n3.1\n \n \n\n \n \n \n \n \n \n \n \n \n \n \n\n3.2\n \n[Certificate\nof Amendment to the Certificate of Incorporation of the Registrant, effective September 25, 2001](https://www.sec.gov/Archives/edgar/data/1156041/000089924301501523/ds4a.txt)\n \nS-4/A\n \n10/01/01\n \n3.4\n \n \n\n \n \n \n \n \n \n \n \n \n \n \n\n3.3\n \n\n[Certificate of Amendment to the Certificate of Incorporation of the Registrant, effective June 13, 2013](https://www.sec.gov/Archives/edgar/data/1156041/000114036113017151/formdef14a.htm)\n\n \n\nDEF 14A\n\n \n\n04/23/13\n\n \n\nA\n\n \n \n\n \n \n \n \n \n \n \n \n \n \n \n\n3.4\n \n[Certificate of Amendment to the Certificate of Incorporation of the Registrant, effective July 31, 2020](https://www.sec.gov/Archives/edgar/data/1156041/000149315220013660/ex3-1.htm)\n \n8-K\n \n07/21/20\n \n3.1\n \n \n\n \n \n \n \n \n \n \n \n \n \n \n\n3.5\n \n[Certificate of Amendment to the Certificate of Incorporation of the Registrant, effective October 17, 2024](https://www.sec.gov/Archives/edgar/data/1156041/000149315224042098/ex3-5.htm)\n \nS-3\n \n10/22/24\n\n \n3.5\n \n \n\n \n \n \n \n \n \n \n \n \n \n \n\n3.6\n \n\n[Certificate of Amendment to the Certificate of Incorporation of the Registrant, effective May 22, 2025](https://www.sec.gov/Archives/edgar/data/1156041/000164117225021766/ex3-6.htm)\n\n \n\nS-1\n\n \n\n07/31/25\n\n \n\n3.6\n\n \n \n\n \n \n \n \n \n \n \n \n \n \n \n\n3.7\n \n[Certificate of Amendment of the Certificate of Incorporation of the Registrant, effective June 4, 2025](https://www.sec.gov/Archives/edgar/data/1156041/000164117225021766/ex3-7.htm)\n \nS-1\n \n07/31/25\n \n3.7\n \n \n\n \n \n \n \n \n \n \n \n \n \n \n\n3.8\n \n[Certificate of Amendment to the Certificate of Incorporation of the Registrant, effective October 9, 2025](https://www.sec.gov/Archives/edgar/data/1156041/000149315225018179/ex3-1i.htm)\n \n8-K\n \n10/15/25\n \n3.1(i)\n \n \n\n \n \n \n \n \n \n \n \n \n \n \n\n3.9\n \n\n[Certificate of Amendment to the Certificate of Incorporation of the Registrant, effective December 5, 2025](https://www.sec.gov/Archives/edgar/data/1156041/000149315225026433/ex3-1.htm)\n\n \n8-K\n \n12/05/25\n \n3.1\n \n \n\n \n\n4\n\n \n\n \n\n3.10\n \n\n[Second\nAmended and Restated Bylaws of the Registrant, effective December 5, 2025](https://www.sec.gov/Archives/edgar/data/1156041/000149315225026433/ex3-2.htm)\n\n \n8-K\n \n12/05/25\n \n3.2\n \n \n\n \n \n \n \n \n \n \n \n \n \n \n\n4.1\n \n\n[Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934](https://www.sec.gov/Archives/edgar/data/1156041/000149315226012070/ex4-1.htm)\n\n \n10-K\n \n03/23/26\n \n4.1\n \n\n \n \n \n \n \n \n \n \n \n \n \n\n4.2\n\n \n[Form of 2019 Warrant](https://www.sec.gov/Archives/edgar/data/1156041/000149315219014367/ex10-3.htm)\n \n\n8-K\n\n \n\n09/20/19\n\n \n\n10.3\n\n \n \n\n \n \n \n \n \n \n \n \n \n \n \n\n4.3\n\n \n[Form of Pre-Funded Warrant, dated June 20, 2025](https://www.sec.gov/Archives/edgar/data/1156041/000164117225015514/ex4-1.htm)\n \n\n8-K\n\n \n\n06/18/25\n\n \n\n4.1\n\n \n \n\n \n \n \n \n \n \n \n \n \n \n \n\n4.4\n \n\n[Form of Senior Secured Convertible Note, dated July 10, 2025](https://www.sec.gov/Archives/edgar/data/1156041/000164117225019841/ex4-1.htm)\n\n \n8-K\n \n07/16/25\n \n4.18\n \n \n\n \n \n \n \n \n \n \n \n \n \n \n\n4.5 \n \n[Form of Placement Agent Warrant, dated November 21, 2025 ](https://www.sec.gov/Archives/edgar/data/1156041/000149315225024623/ex4-1.htm)\n \n\n8-K\n\n \n11/21/25 \n \n4.1 \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n\n4.6\n \n[Form of Pre-Funded Warrant, dated February 23, 2026](https://www.sec.gov/Archives/edgar/data/1156041/000149315226007761/ex4-2.htm)\n \n8-K\n \n02/23/26\n \n4.2\n \n \n\n \n \n \n \n \n \n \n \n \n \n \n\n4.7\n\n \n[Form of Placement Agent Warrant, dated February 23, 2026](https://www.sec.gov/Archives/edgar/data/1156041/000149315226007761/ex4-1.htm)\n \n8-K\n \n\n02/23/26\n\n \n\n4.1\n\n \n \n\n \n \n \n \n \n \n \n \n \n \n \n\n10.2\n \n[Houston American Energy Corp. 2017 Equity Incentive Plan*](https://www.sec.gov/Archives/edgar/data/1156041/000149315217008110/def14a.htm)\n \nDEF\n14A\n \n07/24/17\n \n\nA\n \n \n\n \n \n \n \n \n \n \n \n \n \n \n\n10.3\n \n[Houston American Energy Corp. 2021 Equity Incentive Plan*](https://www.sec.gov/Archives/edgar/data/1156041/000149315221009887/formdef14a.htm)\n \nDEF\n14A\n \n04/28/21\n \n\nB\n \n \n\n \n \n \n \n \n \n \n \n \n \n \n\n10.4\n \n[Houston American Energy Corp. 2025 Equity Incentive Plan*](https://www.sec.gov/Archives/edgar/data/1156041/000149315225014241/formdef14c.htm#xy_040)\n \nDEF\n14C\n \n09/19/25\n \n\nA\n \n \n\n \n \n \n \n \n \n \n \n \n \n \n\n10.5\n \n\n[Form of Stock Option Award Agreement*](https://www.sec.gov/Archives/edgar/data/1156041/000149315226003594/ex10-2.htm)\n\n \nS-8\n \n01/26/26\n \n10.2\n \n \n\n \n \n \n \n \n \n \n \n \n \n \n\n10.6\n \n[Form of Restricted Stock Award Agreement*](https://www.sec.gov/Archives/edgar/data/1156041/000149315226003594/ex10-3.htm)\n \nS-8\n \n01/26/26\n \n10.3\n \n \n\n \n \n \n \n \n \n \n \n \n \n \n\n10.7\n \n\n[Service Agreement, effective November 1, 2024, by and between Abundia Global Impact Group LLC and Port House Consultants Limited*](https://www.sec.gov/Archives/edgar/data/1156041/000164117225024233/ex10-8.htm)\n\n \n\n10-Q\n\n \n\n08/15/25\n\n \n\n10.8\n\n \n \n\n \n \n \n \n \n \n \n \n \n \n \n\n10.8\n \n\n[Employment Agreement, effective November 1, 2024, by and between Abundia Global Impact Group (Ireland) Limited and Lucie Harwood*](https://www.sec.gov/Archives/edgar/data/1156041/000164117225024233/ex10-9.htm)\n\n \n\n10-Q\n\n \n\n08/15/25\n\n \n\n10.9\n\n \n \n\n \n \n \n \n \n \n \n \n \n \n \n\n10.9\n \n\n[Service Agreement, effective November 1, 2024, by and between Abundia Global Impact Group, LLC and Blockbox LLC*](https://www.sec.gov/Archives/edgar/data/1156041/000164117225024233/ex10-10.htm)\n\n \n\n10-Q\n\n \n\n08/15/25\n\n \n\n10.10\n\n \n \n\n \n \n \n \n \n \n \n \n \n \n \n\n10.10\n \n\n[Securities Purchase Agreement, dated January 22, 2025, between the Company, and the purchasers thereto](https://www.sec.gov/Archives/edgar/data/1156041/000149315225003415/ex10-1.htm)\n\n \n8-K\n \n01/23/25\n \n10.1\n \n \n\n \n \n \n \n \n \n \n \n \n \n \n\n10.11\n \n\n[Placement Agency Agreement dated January 22, 2025, between Univest Securities, LLC and the Company](https://www.sec.gov/Archives/edgar/data/1156041/000149315225003415/ex10-2.htm)\n\n \n8-K\n \n\n01/23/25\n\n \n10.2\n \n \n\n \n \n \n \n \n \n \n \n \n \n \n\n10.12\n \n\n[Share Exchange Agreement dated February 20, 2025, between the Company, Abundia Financial, LLC, and Bower Family Holdings, LLC](https://www.sec.gov/Archives/edgar/data/1156041/000149315225007951/ex10-1.htm)\n\n \n8-K\n \n02/24/25\n \n10.1\n \n \n\n \n \n \n \n \n \n \n \n \n \n \n\n 10.13\n \n\n[Securities Purchase Agreement, dated June 17, 2025, between the Company and the purchaser thereto](https://www.sec.gov/Archives/edgar/data/1156041/000164117225015514/ex10-1.htm)\n\n \n\n8-K\n\n \n\n06/18/25\n\n \n\n10.1\n\n \n \n\n \n \n \n \n \n \n \n \n \n \n \n\n10.14\n \n\n[Placement Agency Agreement, dated June 17, 2025, between Univest Securities, LLC and the Company](https://www.sec.gov/Archives/edgar/data/1156041/000164117225015514/ex10-2.htm)\n\n \n\n8-K\n\n \n\n06/18/25\n\n \n\n10.2\n\n \n \n\n \n \n \n \n \n \n \n \n \n \n \n\n10.15\n \n[Securities Purchase Agreement, dated June 24, 2025, between the Company and the purchaser thereto](https://www.sec.gov/Archives/edgar/data/1156041/000164117225016524/ex10-1.htm)\n \n8-K\n \n06/25/25\n \n10.1\n \n \n\n \n \n \n \n \n \n \n \n \n \n \n\n10.16\n \n[Placement Agency Agreement, dated June 24, 2025, between Univest Securities, LLC and the Company](https://www.sec.gov/Archives/edgar/data/1156041/000164117225016524/ex10-2.htm)\n \n8-K\n \n06/25/25\n \n10.22\n \n \n\n \n\n5\n\n \n\n \n\n10.17\n \n\n[Amendment to Share Exchange Agreement, dated June 27, 2025, between the Company, Abundia Financial, LLC, and Bower Family Holdings, LLC](https://www.sec.gov/Archives/edgar/data/1156041/000164117225017007/ex10-1.htm)\n \n8-K\n \n06/30/25\n \n10.1\n \n \n\n \n \n \n \n \n \n \n \n \n \n \n\n10.18\n \n[Purchase and Sale Agreement, dated November 21, 2024, between the Company, Abundia Global Impact Group, LLC, and TGS Cedar Point Partners LP](https://www.sec.gov/Archives/edgar/data/1156041/000164117225024233/ex10-6.htm)\n \n10-Q \n \n08/15/25 \n \n10.6 \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n\n10.19\n \n[First Amendment to Purchase and Sale Agreement, dated April 21, 2025, between the Company, Abundia Global Impact Group, LLC, and TGS Cedar Point Partners LP](https://www.sec.gov/Archives/edgar/data/1156041/000164117225024233/ex10-7.htm)\n \n10-Q\n\n \n 08/15/25\n\n \n10.7\n \n \n\n \n \n \n \n \n \n \n \n \n \n \n\n10.20\n \n[Form of Indemnification Agreement*](https://www.sec.gov/Archives/edgar/data/1156041/000164117225017360/ex10-1.htm)\n \n8-K\n \n07/01/25\n \n10.1\n \n \n\n \n \n \n \n \n \n \n \n \n \n \n\n10.21\n \n[Form of Common Stock Purchase Agreement, by and between the Company and the Investor, dated July 10, 2025](https://www.sec.gov/Archives/edgar/data/1156041/000164117225019841/ex10-1.htm)\n \n8-K\n \n07/16/25\n \n10.1\n \n \n\n \n \n \n \n \n \n \n \n \n \n \n\n10.22\n \n[Form of Registration Rights Agreement, by and between the Company and the ELOC Investor, dated July 10, 2025](https://www.sec.gov/Archives/edgar/data/1156041/000164117225019841/ex10-2.htm)\n \n8-K\n\n \n07/16/25\n \n10.2\n \n \n\n \n \n \n \n \n \n \n \n \n \n \n\n10.23\n \n[Form of Securities Purchase Agreement, by and between the Company and the Note Investor, dated July 10, 2025](https://www.sec.gov/Archives/edgar/data/1156041/000164117225019841/ex10-3.htm)\n \n8-K\n\n \n07/16/25\n \n10.3\n \n \n\n \n \n \n \n \n \n \n \n \n \n \n\n10.24\n \n[Form of Registration Rights Agreement, by and between the Company and the Note Investor, dated July 10, 2025](https://www.sec.gov/Archives/edgar/data/1156041/000164117225019841/ex10-4.htm)\n \n8-K\n \n07/16/25\n \n10.4\n \n \n\n \n \n \n \n \n \n \n \n \n \n \n\n10.25\n \n[Form of Security Agreement, dated July 10, 2025](https://www.sec.gov/Archives/edgar/data/1156041/000164117225019841/ex10-5.htm)\n \n8-K\n \n07/16/25\n \n10.5\n \n \n\n \n \n \n \n \n \n \n \n \n \n \n\n10.26\n \n[Form of Subsidiary Guarantee, dated July 10, 2025](https://www.sec.gov/Archives/edgar/data/1156041/000164117225019841/ex10-6.htm)\n \n8-K\n \n07/16/25\n \n10.6\n \n\n \n \n \n \n \n \n \n \n \n \n \n\n10.27\n \n[Placement Agency Agreement, dated November 19, 2025, between the Company and A.G.P./ Alliance Global Partners](https://www.sec.gov/Archives/edgar/data/1156041/000149315225024623/ex1-1.htm)\n \n8-K\n \n11/21/25\n \n1.1\n \n \n\n \n \n \n \n \n \n \n \n \n \n \n\n10.28\n \n[Securities Purchase Agreement, dated as of November 19, 2025, by and between Houston American Energy Corp. and the Purchasers thereto](https://www.sec.gov/Archives/edgar/data/1156041/000149315225024623/ex10-1.htm)\n \n8-K\n \n11/21/25\n \n10.1\n \n \n\n \n \n \n \n \n \n \n \n \n \n \n\n10.29\n \n[Technology License and Services Agreement between AGIG Plastics to Liquids and Alterra Energy LLC, dated September 24, 2021](https://www.sec.gov/Archives/edgar/data/1156041/000149315225027992/ex10-1.htm)\n \n8-K\n \n12/16/25\n \n10.1\n \n \n\n \n \n \n \n \n \n \n \n \n \n \n\n10.30\n \n[First Amendment to Technology License and Services Agreement between AGIG Plastics to Liquids LLC and Alterra Energy LLC, dated December 11, 2025](https://www.sec.gov/Archives/edgar/data/1156041/000149315225027992/ex10-2.htm)\n \n8-K\n \n12/16/25  \n \n10.2\n \n \n\n \n \n \n \n \n \n \n \n \n \n \n\n10.31\n \n[Form of Securities Purchase Agreement, dated February 19, 2026, by and between the Company and the purchaser thereto](https://www.sec.gov/Archives/edgar/data/1156041/000149315226007761/ex10-2.htm)\n \n8-K\n \n02/23/26\n \n10.2\n \n \n\n \n \n \n \n \n \n \n \n \n \n \n\n10.32\n \n[Form of Placement Agency Agreement, dated February 19, 2026, by and between the Company and Titan Partners Group LLC](https://www.sec.gov/Archives/edgar/data/1156041/000149315226007761/ex10-1.htm)\n \n8-K\n \n02/23/26\n \n10.1\n \n \n\n \n\n6\n\n \n\n \n\n14.1\n \n[Code of Conduct and Ethics](https://www.sec.gov/Archives/edgar/data/1156041/000149315226012070/ex14-1.htm)\n \n10-K\n \n03/23/26\n \n14.1\n\n \n \n \n \n \n \n \n \n \n \n \n\n19.1\n\n \n[Insider Trading Policy and Procedures](https://www.sec.gov/Archives/edgar/data/1156041/000149315226012070/ex19-1.htm)\n \n10-K\n \n03/23/26\n \n19.1\n \n\n \n \n \n \n \n \n \n \n \n \n \n\n21.1\n \n[List of Subsidiaries](https://www.sec.gov/Archives/edgar/data/1156041/000149315226012070/ex21-1.htm)\n \n10-K\n \n03/23/26\n \n21.1\n \n\n \n \n \n \n \n \n \n \n \n \n \n\n23.1\n \n[Consent of CBIZ CPAs, P.C.](ex23-1.htm)\n \n \n \n \n \n \n \nX\n\n \n \n \n \n \n \n \n \n \n \n \n\n23.2\n \n[Consent of Baker Tilly US LLP](https://www.sec.gov/Archives/edgar/data/1156041/000149315226012070/ex23-2.htm)\n \n10-K\n \n03/23/26\n \n23.2\n \n\n \n \n \n \n \n \n \n \n \n \n\n31.1\n \n[Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002](ex31-1.htm)\n \n \n \n \n \n \n \n\nX\n\n \n \n \n \n \n \n \n \n \n \n \n\n31.2\n \n[Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002](ex31-2.htm)\n \n \n \n \n \n \n \nX\n\n \n \n \n \n \n \n \n \n \n \n \n\n32.1#\n \n[Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002](ex32-1.htm)\n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n\n32.2#\n \n[Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002](ex32-2.htm)\n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n\n97.1\n \n[Clawback Policy](https://www.sec.gov/Archives/edgar/data/1156041/000149315225007948/ex97-1.htm)\n \n10-K\n \n02/24/25\n \n97.1\n \n\n \n \n \n \n \n \n \n \n \n \n \n\n101.INS\n \nInline\nXBRL Instance Document\n \n \n \n \n \n \n \nX\n\n \n \n \n \n \n \n \n \n \n \n \n\n101.SCH\n \nInline\nXBRL Taxonomy Extension Schema Document\n \n\n \n \n \n \n \nX\n\n \n \n \n \n \n \n \n \n \n \n \n\n101.CAL\n \nInline\nXBRL Taxonomy Extension Calculation Linkbase Document\n \n\n \n \n \n \n \nX\n\n \n \n \n \n \n \n \n \n \n \n \n\n101.DEF\n \nInline\nXBRL Taxonomy Extension Definition Linkbase Document\n \n\n \n \n \n \n \nX\n\n \n \n \n \n \n \n \n \n \n \n \n\n101.LAB\n \nInline\nXBRL Taxonomy Extension Label Linkbase Document\n \n\n \n \n \n \n \nX\n\n \n \n \n \n \n \n \n \n \n \n \n\n101.PRE\n \nInline\nXBRL Taxonomy Extension Presentation Linkbase Document\n \n\n \n \n \n \n \nX\n\n \n \n \n \n \n \n \n \n \n \n \n\n104\n \nCover\nPage Interactive Data File (embedded within the Inline XBRL document)\n \n\n \n \n \n \n \nX\n\n \n\n*\nCompensatory\nplan or arrangement.\n\n#\nFurnished herewith.\n\n \n\n7\n\n \n\n** **\n\n**SIGNATURES**\n\n \n\nPursuant\nto the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed\non its behalf by the undersigned, thereunto duly authorized.\n\n \n\n \n**ABUNDIA\nGLOBAL IMPACT GROUP, INC.**\n\nDated:\nMay 13, 2026\n \n \n\n \n \n \n\n \nBy:\n*/s/\nEdward Gillespie*\n\n \nName:\nEdward Gillespie\n\n \nTitle:\nChief\nExecutive Officer\n\n \n\nDated:\nMay 13, 2026\n \n \n\n \n \n \n\n \nBy:\n*/s/\nLucie Harwood*\n\n \nName:\nLucie Harwood\n\n \nTitle:\nChief\nFinancial Officer\n\n \n\nPursuant\nto the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the\nregistrant and in the capacities and on the dates indicated.\n\n \n\n**Signature**\n \n**Title**\n \n**Date** \n\n \n \n \n \n \n\n*/s/\nEdward Gillespie*\n\n \nChief\nExecutive Officer and Director\n \nMay 13, 2026\n\nEdward\nGillespie\n \n(Principal\nExecutive Officer)\n \n \n\n \n \n \n \n \n\n*/s/\nRobert J. Bailey*\n\n \nDirector\n \nMay 13, 2026\n\nRobert\nJ. Bailey\n \n \n \n \n\n \n \n \n \n \n\n*/s/\nMartha Crawford* \n\n \nDirector\n \nMay 13, 2026\n\nMartha\nCrawford\n \n \n \n \n\n \n \n \n \n \n\n*/s/\nMatthew Henninger*\n \nDirector\n \nMay 13, 2026\n\nMatthew\nHenninger\n \n \n \n \n\n \n \n \n \n \n\n*/s/ Peter Longo*\n\n \nChairman\n \nMay 13, 2026\n\nPeter Longo\n\n \n \n \n \n\n \n\n8\n\n \n\n \n\n**ABUNDIA\nGLOBAL IMPACT GROUP, INC.**\n\n** **\n\n**(Formerly\nHouston American Energy Corp)**\n\n** **\n\n**INDEX\nTO CONSOLIDATED FINANCIAL STATEMENTS**\n\n** **\n\n[Report of Independent Registered Public Accounting Firm](#SL_01) (PCAOB ID Number 199)\n \nF-2\n\n \n \n \n\n[Report\nof Independent Registered Public Accounting Firm](#SSS_001) (PCAOB ID Number 23)\n \nF-3\n\n \n \n \n\n[Consolidated Balance Sheets as of December 31, 2025 and 2024](#F_001)\n \nF-4\n\n \n \n \n\n[Consolidated\nStatements of Operations and Comprehensive Loss for the Years Ended December 31, 2025 and 2024](#F_002)\n \nF-5\n\n \n \n \n\n[Consolidated Statement of Changes in Shareholders’ (Deficit) Equity for the Years Ended December 31, 2025 and 2024](#F_003)\n \nF-6\n\n \n \n \n\n[Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024](#F_004)\n \nF-7\n\n \n \n \n\n[Notes to Consolidated Financial Statements](#F_005)\n \nF-8\n- F-36\n\n \n\nF-1\n\n \n\n \n\n**Report\nof Independent Registered Public Accounting Firm**\n\n \n\nTo\nthe Stockholders and Board of Directors of\n\nAbundia\nGlobal Impact Group, Inc.\n\n \n\n**Opinion\non the Financial Statements**\n\n** **\n\nWe\nhave audited the accompanying consolidated balance sheet of Abundia Global Impact Group, Inc. (the “Company”) as of December\n31, 2025 , the related consolidated statements of operations and comprehensive loss, changes in shareholders’ equity (deficit)\nand cash flows for the year ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”).\nIn our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December\n31, 2025 , and the results of its operations and its cash flows for the year ended December 31, 2025, in conformity with accounting principles\ngenerally accepted in the United States of America .\n\n \n\n**Explanatory\nParagraph – Going Concern**\n\n \n\nThe\naccompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As more\nfully described in Note 2, the Company has a significant working capital deficiency, has incurred significant losses and needs to raise\nadditional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company’s\nability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The consolidated\nfinancial statements do not include any adjustments that might result from the outcome of this uncertainty.\n\n** **\n\n**Basis\nfor Opinion**\n\n \n\nThese\nfinancial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s\nfinancial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board\n(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal\nsecurities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\n\n \n\nWe\nconducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain\nreasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company\nis not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit\nwe are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion\non the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.\n\n \n\nOur\naudit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or\nfraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding\nthe amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant\nestimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provide\na reasonable basis for our opinion.\n\n \n\n**Critical\nAudit Matters**\n\n \n\nCritical\naudit matters are matters arising from the current period audit of the financial statements that were communicated or required to be\ncommunicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and\n(2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.\n\n \n\n/s/\nCBIZ CPAs P.C.\n\n \n\nCBIZ\nCPAs P.C.\n\n \n\nWe\nhave served as the Company’s auditor since 2025.\n\n** **\n\n****\n\nHouston,\nTexas\n\nMarch\n23, 2026\n\n** **\n\nF-2\n\n \n\n \n\nReport\nof Independent Registered Public Accounting Firm\n\n \n\nTo\nthe Shareholders and the Board of Directors of\n\nAbundia Global Impact Group LLC\n\n \n\n**Opinion\non the Consolidated Financial Statements**\n\n \n\nWe\nhave audited, before the effects of the adjustments to retrospectively apply the change in accounting described in Note 4 and Note 5,\nthe accompanying consolidated balance sheet of Abundia Global Impact Group LLC (the “Company”) as of December 31, 2024,\nthe related consolidated statements of operations and comprehensive loss, changes in members’ equity and cash flows for the year ended\nDecember 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our\nopinion, the consolidated financial statements, before the effects of the adjustments to retrospectively apply the change in accounting\ndescribed in Note 4 and Note 5, present fairly, in all material respects, the financial position of the Company as of December 31,\n2024, and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles\ngenerally accepted in the United States of America.\n\n \n\nWe\nwere not engaged to audit, review, or apply any procedures to the adjustments to retrospectively apply the change in accounting described\nin Note 4 and Note 5, and, accordingly, we do not express an opinion or any other form of assurance about whether such adjustments are\nappropriate and have been properly applied. The adjustments were audited by other auditors.\n\n \n\n**Basis\nfor Opinion**\n\n \n\nThese\nconsolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on\nthe Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company\nAccounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance\nwith the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\n\n \n\nWe\nconducted our audit in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the\nUnited States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the\nconsolidated financial statements are free of material misstatement, whether due to error or fraud. As part of our audit we are required\nto obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness\nof the Company’s internal control over financial reporting. Accordingly, we express no such opinion.\n\n \n\nOur\naudit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due\nto error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence\nregarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles\nused and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.\nWe believe that our audit provides a reasonable basis for our opinion.\n\n \n\n/s/\nBaker Tilly US, LLP\n\n \n\nHouston,\nTexas\n\nFebruary\n24, 2025\n\n \n\nWe\nserved as the Company’s auditor from 2020 to 2024.\n\n** **\n\nF-3\n\n \n\n** **\n\n****\n\n**ABUNDIA\nGLOBAL IMPACT GROUP, INC.**\n\n**(Formerly\nHouston American Energy Corp.)**\n\n**CONSOLIDATED\nBALANCE SHEETS**\n\n**AS OF DECEMBER 31, 2025 AND 2024**\n\n \n\n  \n2025  \n2024 \n\n  \nDecember 31, \n\n  \n2025  \n2024 \n\nASSETS \n   \n  \n\nCURRENT ASSETS \n    \n   \n\nCash and cash equivalents \n$4,618,621  \n$525,809 \n\nAccounts receivable, net \n 56,925  \n - \n\nGovernment grant receivable \n -  \n 205,424 \n\nPrepaid expenses \n 503,008  \n 7,150 \n\nOther current assets \n 179,209  \n \n115,133\n\n \n\nTOTAL CURRENT ASSETS \n 5,357,763  \n 853,516 \n\n  \n    \n   \n\nPROPERTY AND EQUIPMENT, NET \n 9,945,721  \n 312 \n\n  \n    \n   \n\nOTHER ASSETS \n    \n   \n\nGoodwill \n 12,986,150  \n - \n\nTechnology licenses \n 2,005,025  \n 2,115,000 \n\nCapitalized patents, net \n 1,398,295  \n 1,145,860 \n\nOperating lease right of use asset \n 150,189  \n - \n\nOther assets \n 12,286  \n - \n\nTOTAL OTHER ASSETS \n 16,551,945  \n 3,260,860 \n\n  \n    \n   \n\nTOTAL ASSETS \n$31,855,429  \n$4,114,688 \n\n  \n    \n   \n\nLIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT) \n    \n   \n\nCURRENT LIABILITIES \n    \n   \n\nAccounts payable and accrued liabilities \n$2,175,672  \n$279,537 \n\nNotes payable – related party, net \n 3,968,562  \n - \n\nConvertible note payable \n -  \n 5,860,274 \n\nCurrent portion of lease liability \n 14,197  \n - \n\nWarrant liabilities \n -  \n 45,965 \n\nOther payables \n 243,117  \n 7,775 \n\nTOTAL CURRENT LIABILITIES \n 6,401,548  \n 6,193,551 \n\n  \n    \n   \n\nLONG-TERM LIABILITIES \n    \n   \n\nConvertible note payable \n 6,260,274  \n - \n\nOperating lease liability, net of current portion \n 146,942  \n - \n\nAsset retirement obligation \n 32,248  \n - \n\nTOTAL LONG-TERM LIABILITIES \n 6,439,464  \n - \n\n  \n    \n   \n\nTOTAL LIABILITIES \n 12,841,012  \n 6,193,551 \n\n  \n    \n   \n\nCOMMITMENTS AND CONTINGENCIES (NOTE 17) \n -  \n - \n\n  \n    \n   \n\nSHAREHOLDERS’ EQUITY (DEFICIT) \n    \n   \n\nCommon stock, par value $0.001 per share; 300,000,000 shares authorized: 36,918,281 and 31,778,032 shares issued and outstanding as of December 31, 2025, and 2024, respectively \n 36,918  \n 31,778*\n\nAdditional paid-in capital \n 65,037,940  \n 14,586,077*\n\nAccumulated deficit \n (46,055,127) \n (16,602,838)*\n\nAccumulated other comprehensive loss \n (5,314) \n (68,927)\n\nNoncontrolling interest in consolidated subsidiary \n -  \n (24,953)\n\nTOTAL SHAREHOLDERS’ EQUITY (DEFICIT) \n 19,014,417  \n (2,078,863)\n\n  \n    \n   \n\nTOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT) \n$31,855,429  \n$4,114,688 \n\n \n\n*\n \n\n  \n\nIn\naccordance with ASC 805 (as defined in Note 1) the historical shareholders’ equity of AGIG (as defined in Note 1) prior to the\nreverse acquisition has been retrospectively adjusted for the equivalent number of shares received in the Share Exchange (as defined\nin Note 1) with the difference between the par value of these shares and the consideration reflected in Additional Paid-in Capital.\nSee Note 4 – Acquisition\n\n \n\nThe\naccompanying notes are an integral part of these consolidated financial statements.\n\n \n\nF-4\n\n \n\n \n\n**ABUNDIA\nGLOBAL IMPACT GROUP, INC.**\n\n**(Formerly\nHouston American Energy Corp.)**\n\n**CONSOLIDATED\nSTATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS**\n\n**FOR\nTHE YEARS ENDED DECEMBER 31, 2025 AND 2024**\n\n** **\n\n  \n2025  \n2024 \n\n  \n   \n  \n\nOIL AND GAS REVENUE \n$410,632  \n$- \n\n  \n    \n   \n\nEXPENSES OF OPERATIONS \n    \n   \n\nOil and gas lease operating expenses and severance tax \n 221,053  \n - \n\nGeneral and administrative expense \n 10,584,333  \n 2,440,150 \n\nResearch and development \n 752,287  \n 1,651,170 \n\nDepreciation, depletion and amortization \n 209,065  \n 15,507 \n\nSuccess fee paid on Share Exchange by controlling shareholder \n 12,390,253  \n - \n\nShares issued as commitment fee for equity line of credit \n 3,342,000  \n - \n\nImpairment of technology licenses \n 1,115,000  \n 1,000,000 \n\nImpairment of oil and gas properties \n 431,900  \n - \n\nWrite off of application costs incurred on abandoned patent applications \n 112,128  \n - \n\nProvision for loss on convertible note receivable \n -  \n 2,942,029 \n\nTOTAL OPERATING EXPENSES \n 29,158,019  \n 8,048,856 \n\n  \n    \n   \n\nLOSS FROM OPERATIONS \n (28,747,387) \n (8,048,856)\n\n  \n    \n   \n\nOTHER INCOME AND (EXPENSE), NET \n    \n   \n\nInterest expense \n (625,599) \n (401,096)\n\nLoss on debt extinguishment \n (880,379) \n - \n\nInterest income \n 25,370  \n 242,459 \n\nGrant income \n 737,811  \n 2,545,783 \n\nChange in fair value of warrant liability \n 45,965  \n 2,084,150 \n\nForeign currency loss \n (16,716) \n (44,388)\n\nTOTAL OTHER INCOME AND (EXPENSE), NET \n (713,548) \n 4,426,908 \n\n  \n    \n   \n\nNET LOSS BEFORE TAXES \n (29,460,935) \n (3,621,948)\n\n  \n    \n   \n\nINCOME TAX EXPENSE \n -  \n - \n\n  \n    \n   \n\nNET LOSS \n (29,460,935) \n (3,621,948)\n\n  \n    \n   \n\nNET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST \n 8,646  \n 13,599 \n\n  \n    \n   \n\nNET LOSS ATTRIBUTABLE TO ABUNDIA GLOBAL IMPACT GROUP, INC. \n (29,452,289) \n (3,608,349)\n\n  \n    \n   \n\n**OTHER COMPREHENSIVE INCOME (LOSS)**\n\nForeign currency translation gain (loss) \n 63,613  \n (16,377)\n\n  \n    \n   \n\nCOMPREHENSIVE LOSS \n$(29,397,322) \n$(3,638,325)\n\n  \n    \n   \n\nCOMPREHENSIVE LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST \n 8,646  \n 13,599 \n\n  \n    \n   \n\n**COMPREHENSIVE LOSS ATTRIBUTABLE TO ABUNDIA GLOBAL IMPACT GROUP, INC.** \n$(29,388,676) \n$(3,624,726)\n\n  \n    \n   \n\nBasic and diluted loss per common share \n$(0.90) \n$(0.11)\n\n  \n    \n   \n\nBasic and diluted weighted average number of common shares outstanding \n 32,847,237  \n 31,778,032*\n\n \n\n*\nIn\naccordance with ASC 805 the historical shareholders’ equity of AGIG prior to the reverse acquisition has been retrospectively\nadjusted for the equivalent number of shares received in the Share Exchange with the difference between the par value of these shares\nand the consideration reflected in Additional Paid-in Capital. See Note 4 – Acquisition\n\n \n\nThe\naccompanying notes are an integral part of these consolidated financial statements.\n\n \n\nF-5\n\n \n\n \n\n**ABUNDIA\nGLOBAL IMPACT GROUP, INC.**\n\n**(Formerly\nHouston American Energy Corp.)**\n\n**CONSOLIDATED\nSTATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)**\n\n**FOR\nTHE YEARS ENDED DECEMBER 31, 2025 AND 2024**\n\n \n\n  \nShares  \nAmount  \nCapital  \nDeficit  \nLoss  \nAGIG, Inc  \nInterest  \nTotal \n\n  \nCommon Stock  \nAdditional\nPaid-in  \nAccumulated  \n\nAccumulated\nOther\nComprehensive  \nTotal Applicable to  \nNon-\nControlling  \n  \n\n  \nShares  \nAmount  \nCapital  \nDeficit  \nLoss  \nAbundia Global Impact Group, Inc.  \nInterest  \nTotal \n\nBalance at December 31, 2024 \n 31,778,032* \n$31,778* \n$14,586,077* \n$(16,602,838) \n$(68,927) \n$(2,053,910) \n$(24,953) \n$(2,078,863)\n\n  \n    \n    \n    \n    \n    \n    \n    \n   \n\nCapital contributions by former majority member of AGIG \n -  \n -  \n 941,375  \n -  \n -  \n 941,375  \n -  \n 941,375 \n\n  \n    \n    \n    \n    \n    \n    \n    \n   \n\nShare exchange \n 1,908,385  \n 1,908  \n 21,734,192  \n -  \n -  \n 21,736,100  \n -  \n 21,736,100 \n\n  \n    \n    \n    \n    \n    \n    \n    \n   \n\nSuccess fee paid on Share Exchange by controlling shareholder \n -  \n -  \n 12,390,253  \n -  \n -  \n 12,390,253  \n -  \n 12,390,253 \n\n  \n    \n    \n    \n    \n    \n    \n    \n   \n\nEquity line of credit commitment shares issued \n 300,000  \n 300  \n 3,341,700  \n -  \n -  \n 3,342,000  \n -  \n 3,342,000 \n\n  \n    \n    \n    \n    \n    \n    \n    \n   \n\nEquity line of credit stock issuance \n 646,149  \n 646  \n 3,925,326  \n -  \n -  \n 3,925,972  \n -  \n 3,925,972 \n\n  \n    \n    \n    \n    \n    \n    \n    \n   \n\nShares issued for cash consideration, net of fees \n 2,285,715  \n 2,286  \n 7,366,616  \n -  \n -  \n 7,368,902  \n -  \n 7,368,902 \n\n  \n    \n    \n    \n    \n    \n    \n    \n   \n\nEquity compensation to HUSA legacy directors and staff \n -  \n -  \n 786,000  \n -  \n -  \n 786,000  \n -  \n 786,000 \n\n  \n    \n    \n    \n    \n    \n    \n    \n   \n\nForeign currency translation \n -  \n -  \n -  \n -  \n 63,613  \n 63,613  \n -  \n 63,613 \n\n  \n    \n    \n    \n    \n    \n    \n    \n   \n\nNet loss \n -  \n -  \n -  \n (29,452,289) \n -  \n (29,452,289) \n (8,646) \n (29,460,935)\n\n  \n    \n    \n    \n    \n    \n    \n    \n   \n\nTermination of non-controlling interest \n -  \n -  \n (33,599) \n -  \n -  \n (33,599) \n 33,599  \n - \n\n  \n    \n    \n    \n    \n    \n    \n    \n   \n\nBalance at December 31, 2025 \n 36,918,281  \n$36,918  \n$65,037,940  \n$(46,055,127) \n$(5,314) \n$19,014,417  \n$-  \n$19,014,417 \n\n  \n    \n    \n    \n    \n    \n    \n    \n   \n\nBalance at December 31, 2023 \n 31,778,032* \n$31,778* \n$12,190,977* \n$(12,994,489) \n$(52,550) \n$(824,284) \n$(11,354) \n$(835,638)\n\nBalance \n 31,778,032* \n$31,778* \n$12,190,977* \n$(12,994,489) \n$(52,550) \n$(824,284) \n$(11,354) \n$(835,638)\n\n  \n    \n    \n    \n    \n    \n    \n    \n   \n\nCapital contributions \n -  \n -  \n 2,395,100  \n -  \n -  \n 2,395,100  \n -  \n 2,395,100 \n\n  \n    \n    \n    \n    \n    \n    \n    \n   \n\nForeign currency translation \n -  \n -  \n -  \n -  \n (16,377) \n (16,377) \n -  \n (16,377)\n\n  \n    \n    \n    \n    \n    \n    \n    \n   \n\nNet loss \n -  \n -  \n -  \n (3,608,349) \n -  \n (3,608,349) \n (13,599) \n (3,621,948)\n\n  \n    \n    \n    \n    \n    \n    \n    \n   \n\nBalance at December 31, 2024 \n 31,778,032* \n$31,778* \n$14,586,077* \n$(16,602,838) \n$(68,927) \n$(2,053,910) \n$(24,953) \n$(2,078,863)\n\nBalance \n 31,778,032* \n$31,778* \n$14,586,077* \n$(16,602,838) \n$(68,927) \n$(2,053,910) \n$(24,953) \n$(2,078,863)\n\n \n\n*\nIn\naccordance with ASC 805 the historical shareholders’ equity of AGIG prior to the reverse acquisition has been retrospectively\nadjusted for the equivalent number of shares received in the Share Exchange with the difference between the par value of these shares\nand the consideration reflected in Additional Paid-in Capital. See Note 4 – Acquisition\n\n \n\nThe\naccompanying notes are an integral part of these consolidated financial statements.\n\n \n\nF-6\n\n \n\n \n\n****\n\n**ABUNDIA\nGLOBAL IMPACT GROUP, INC.**\n\n**(Formerly\nHouston American Energy Corp.)**\n\n**CONSOLIDATED\nSTATEMENTS OF CASH FLOWS**\n\n**FOR\nTHE YEARS ENDED DECEMBER 31, 2025 AND 2024**\n\n \n\n  \nDecember\n31, 2025  \nDecember\n31, 2024 \n\nCASH FLOWS FROM OPERATING ACTIVITIES \n    \n   \n\nNet loss \n$(29,460,935) \n$(3,621,948)\n\nAdjustments to reconcile net loss to net cash used in operations: \n    \n   \n\nDepreciation, depletion and amortization \n 209,065  \n 15,507 \n\nEquity compensation \n 1,522,563  \n - \n\nAmortization of operating lease ROU \n 10,951  \n - \n\nAmortization of debt discount \n \n113,760\n  \n - \n\nLoss on extinguishment of debt \n 880,379  \n \n-\n \n\nSuccess fee paid on Share Exchange by controlling shareholder \n 12,390,253  \n - \n\nShares issued as commitment fee for equity line of credit \n 3,342,000  \n - \n\nImpairment of technology licenses \n 1,115,000  \n 1,000,000 \n\nImpairment of oil and gas properties \n 431,900  \n - \n\nWrite off of application costs on abandoned patent applications \n 112,128  \n - \n\nChange in fair value of warrant liability \n (45,965) \n (2,084,150)\n\nProvision for loss on convertible note receivable \n -  \n 2,942,029 \n\nChanges in operating assets and liabilities: \n    \n   \n\nIncrease in accounts receivable \n (24,019) \n - \n\nDecrease (increase) in government grant receivable \n 205,424  \n (205,424)\n\nIncrease in prepaid expenses \n (12,048) \n (7,150)\n\nDecrease (increase) in other current assets \n 95,924  \n \n(101,765\n\n)\n\nIncrease in accrued interest receivable \n -  \n (242,459)\n\nIncrease in other assets \n (9,119) \n - \n\nIncrease (decrease) in accounts payable and accrued expenses \n 421,359  \n (14,688)\n\nIncrease in accrued interest payable \n 433,561  \n 401,096\n\nIncrease (decrease) in other payables \n 215,761  \n (5,748)\n\nNet cash used in operating activities \n (8,052,058) \n (1,924,700)\n\n  \n    \n   \n\nCASH FLOWS FROM INVESTING ACTIVITIES \n    \n   \n\nPayment related to patent application costs \n (381,005) \n (318,538)\n\nPurchase of fixed assets \n (8,660,829) \n - \n\nPayments for technology license \n (1,005,025) \n - \n\nCash acquired in Share Exchange \n 6,951,006  \n - \n\nNet cash used in investing activities \n (3,095,853) \n (318,538)\n\n  \n    \n   \n\nCASH FLOWS FROM FINANCING ACTIVITIES \n    \n   \n\nCapital contributions \n 941,375  \n 2,395,100 \n\nProceeds from issuance of HUSA convertible note \n 5,000,000  \n - \n\nRepayment of HUSA convertible note including prepayment penalties \n (5,994,139) \n - \n\nProceeds from equity line of credit draw downs \n 3,925,972  \n - \n\nNet proceeds on share issuances \n 7,368,902  \n - \n\nAdvances under notes payable – related party \n 4,385,000  \n - \n\nRepayments on notes payable – related party \n (450,000) \n - \n\nNet cash provided by financing activities \n 15,177,110  \n 2,395,100 \n\n  \n    \n   \n\nEffect of exchange rate changes \n 63,613  \n (16,377)\n\n  \n    \n   \n\nNet Change in Cash and Cash Equivalents \n 4,092,812  \n 135,485 \n\n  \n    \n   \n\nCash, beginning of period \n 525,809  \n 390,324 \n\n  \n    \n   \n\nCash, end of period \n$4,618,621  \n$525,809 \n\n  \n    \n   \n\n**Interest paid** \n$111,840  \n$- \n\n**Tax paid** \n$-  \n$- \n\n  \n    \n   \n\nSUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES \n    \n   \n\n  \n    \n   \n\nNet assets assumed in Share Exchange, excluding cash \n$14,791,607  \n$- \n\nShares issued as commitment fee for equity line of credit \n$(3,342,000) \n$- \n\nSuccess fee paid on Share Exchange by controlling shareholder \n$(12,390,253) \n$- \n\nOperating lease right of use asset \n$155,245  \n$- \n\nPurchase of fixed assets funded by accounts payable \n$546,855  \n$\n-\n\n \n\n \n\nThe\naccompanying notes are an integral part of these consolidated financial statements.\n\n** **\n\nF-7\n\n \n\n** **\n\n****\n\n****\n\n****\n\n**ABUNDIA\nGLOBAL IMPACT GROUP, INC.**\n\n**(Formerly\nHouston American Energy Corp.)**\n\n**Notes\nto Consolidated Financial Statements**\n\n \n\n**NOTE\n1 – DESCRIPTION OF BUSINESS AND ORGANIZATION** \n\n \n\nOn\nJuly 1, 2025, Abundia Global Impact Group, Inc. (formerly Houston American Energy Corp.), a Delaware corporation (the\n“Company”), acquired all of the outstanding units of Abundia Global Impact Group, LLC, a Delaware limited liability\ncompany (“AGIG”), as described below (the “Share Exchange”). Prior to the Share Exchange, the Company\noperated as an independent oil and gas company, which had previously focused on the development, exploration, exploitation,\nacquisition, and production of natural gas and crude oil properties, with its principal properties and operations located in the\nU.S. Permian Basin and additional properties in the Louisiana U.S. Gulf Coast region. The Company intends to continue to maintain\nits legacy oil and gas assets as well as the AGIG business. The Company intends to continue both businesses in order to keep its\nrevenue streams diversified, however, all capital investment and management focus will be on the AGIG recycling and renewables\nbusiness rather than the legacy oil and gas business of Houston American Energy Corp. (“HUSA”).\n\n \n\nAfter\nthe Share Exchange, the Company primarily operates as a technology solutions company in the recycling and renewable energy, environmental\nchange, fuels and chemicals sectors. The Company, through its now wholly owned subsidiary, AGIG, is focused on using waste products to\ndecarbonize the energy, fuels and chemicals sector by providing renewable or recycled alternatives. AGIG uses a combination of proprietary,\nlicensed and commercialized technologies to produce a complete process that turns waste plastics and biomass into crude or drop-in alternatives\nto fossil derived energy, fuels and chemicals. AGIG’s holistic approach has brought together the complete commercial chain with\nfeedstocks, technology, a diverse management team, and world class off-take partners for the growing suite of products in place.\n\n \n\n**NOTE\n2 – GOING CONCERN**\n\n \n\nThe Company’s consolidated financial\nstatements are prepared following accounting principles generally accepted in the United States of America, (“GAAP”)\nwhich contemplates the realization of assets and the liquidation of liabilities in the normal course of business. The Company has an\naccumulated deficit of $46,055,127 as of December 31, 2025. For the year ended December 31, 2025, the Company’s legacy HUSA business generated $410,632\nfrom oil and gas related activities, and AGIG received grant income of $737,811.\nThe term of the Company’s grant ended effective March 31, 2025, and no further grant income is anticipated at this time. For\nthe year ended December 31, 2025, the Company reported a net loss of $29,460,935\nand negative working capital of $1,043785. No assurances can be given that the Company’s share price or that the volume of shares traded will be sufficient for\nthe Company to be able to draw down sufficient funds under its ELOC Agreement to fund the Company’s working capital needs to\nimplement its business plan or that the Company will be able to successfully negotiate extensions to the terms of its current\nborrowings. As a result, there is substantial doubt about the Company’s ability to continue as a going concern within one year\nafter the date the consolidated financial statements are issued.\n\n \n\n**NOTE\n3 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES**\n\n \n\nThe\npreparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates\nand assumptions that affect reported amounts and related disclosures.\n\n \n\nAs\npreviously disclosed, on February 20, 2025, the Company entered into a share exchange agreement, as amended by that certain amendment\nto the share exchange agreement, dated as of June 27, 2025 (the “Share Exchange Agreement”), with Abundia Financial, LLC,\na Delaware limited liability company (“Abundia Financial”), and Bower Family Holdings, LLC, a North Carolina limited liability\ncompany (“BFH”, and together with Abundia Financial, the “AGIG Unitholders”). The AGIG Unitholders were the record\nand beneficial owners of all the issued and outstanding units of AGIG. On July 1, 2025, as contemplated by the Share Exchange Agreement, the Company acquired all of the outstanding units\nof AGIG from the AGIG Unitholders in exchange for issuing to the AGIG Unitholders an aggregate of 31,778,032 shares of the Company’s\ncommon stock, which equaled 94% of the sum of the Company’s aggregate issued and outstanding common stock at the time of the closing\nof such transaction and certain shares of common stock to be issued pursuant to a future Company equity incentive plan.\n\n \n\nFor\naccounting purposes, the Share Exchange is treated as a reverse acquisition, with AGIG as the surviving entity. As such, the historical\nfinancial statements of the accounting acquirer, AGIG, became the historical consolidated financial statements of the Company.\nAccordingly, references to the “Company” solely in the consolidated financial statements, and these accompanying\nnotes refer to AGIG unless the context indicates otherwise.\n\n \n\nSee\nthe discussion of the Share Exchange Agreement at Note 4 – Acquisition.\n\n \n\n*Reverse\nStock Split*\n\n \n\nOn\nJune 6, 2025. the Company effected a 1-for-10 reverse stock split (the “Reverse Stock Split”) of all outstanding shares of\nits common stock, $0.0001 par value per share (“Common Stock”).\n\n \n\nAll\nCommon Stock, warrants, options and per share amounts set forth herein are presented to give retroactive effect to the Reverse Split\nfor all periods presented.\n\n \n\n*Use\nof Estimates*\n\n \n\nIn\npreparing financial statements, management makes informed judgments and estimates that affect the reported amounts of assets and\nliabilities as of the date of the financial statements and affect the reported amounts of revenues and expenses during the reporting\nperiod. On an ongoing basis, management reviews its estimates, including those related to such potential matters as litigation,\nenvironmental liabilities, income taxes, and determination of proved reserves of oil and gas and asset retirement obligations (“ARO”).\nChanges in facts and circumstances may result in revised estimates, and actual results may differ from these estimates.\n\n \n\nF-8\n\n \n\n \n\n*Consolidation*\n\n* *\n\nThese\nconsolidated financial statements include the financial statements of the Company and the following subsidiary companies from the\ndate of their formation or incorporation:\n\n \n\nThe\naccompanying consolidated financial statements include all accounts of the Company and its subsidiaries.\n\nSCHEDULE\nOF COMPANY AND ITS SUBSIDIARIES  \n\nCompany Name \nCountry of Formation / Incorporation \nDate of\nFormation / Incorporation  \nPercentage Ownership \n\nAbundia Biomass LLC \nUSA \n March 26, 2019  \n 100%\n\nAbundia Biomass-to-Liquids Limited \nUK \n July 10, 2020  \n 100%**\n\nAbundia Plastics to Liquids LLC \nUS \n September 10, 2021  \n 98.5%*\n\nAbundia Plastics Europe Limited \nUK \n January 14, 2020  \n 100%\n\nAbundia Global Impact Group LLC \nUS \n March 26, 2019  \n 100%\n\nAbundia Global Impact Group (Ireland) Limited \nIreland \n February 4, 2022  \n 100%\n\nAbundia Global Impact Group (UK) Limited \nUK \n May 5, 2023  \n 100%\n\nHAEC Louisiana E&P Inc \nUSA \n July 7, 2008  \n 100%\n\n \n\n****100% ownership through\nJune 30, 2025*\n\n*****77.5% ownership through\nOctober 6, 2025*\n\n \n\nAll\nsignificant intercompany balances and transactions have been eliminated in consolidation.\n\n \n\n*Reclassification*\n\n* *\n\nCertain\nprior period amounts have been reclassified to conform to the current period presentation. Such reclassifications are for\npresentation purposes only and have no effect on the Company’s net income or financial position in any of the periods\npresented.\n\n \n\n*Segment\nReporting*\n\n \n\nUnder\nthe terms of Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) 280, Segment\nReporting, operating segments are defined as components of an entity for which separate discrete information is available for evaluation\nby the chief operating decision maker (“CODM”), or decision-making group, in deciding how to allocate resources and assess\nperformance. Based on this guidance, the Company’s segment structure now reflects the Company’s two operating and reporting\nsegments; legacy oil and gas (“O&G”) operations and its newly added emerging renewables initiatives (“Renewables”).\nSee *Note 5 – Segment Reporting*below.\n\n \n\n*Business\nCombinations*\n\n \n\nFor\nacquisitions meeting the definition of a business combination, the acquisition method of accounting is used. The\nconsideration transferred for the acquired business is allocated to the assets acquired and liabilities assumed based on their fair values\nat the date of acquisition, including identifiable intangible assets. Any excess of the amount paid over the estimated fair values of\nthe identifiable net assets acquired is allocated to goodwill. Acquisition-related costs, such as professional fees, are excluded from\nthe consideration transferred and are expensed as incurred. The Company uses its best estimates and assumptions to assign fair value\nto the tangible and intangible assets acquired, and liabilities assumed at the acquisition date. The Company’s estimates are inherently\nuncertain and subject to refinement. During the measurement period, which may be up to one year from the acquisition date, the Company\nmay record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding\noffset to goodwill. In addition, uncertain tax positions, tax-related valuation allowances, and pre-acquisition contingencies are initially\nrecorded in connection with a business combination as of the acquisition date.\n\n* *\n\n*Foreign\nCurrency Translation and Transaction Gains and Losses*\n\n \n\nThe\nCompany has functional currencies in Euros, US Dollars and British Pounds Sterling and its reporting currency is the US Dollar. Management\nhas adopted ASC 830-20, “Foreign Currency Matters – Foreign Currency Transactions”.\nAll assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date.\nFor revenues and expenses, the weighted average exchange rate for the period is used. Gains and losses arising on translation of foreign\ncurrency denominated transactions are included in other comprehensive losses.\n\n \n\nForeign\ncurrency transactions are initially recorded in the reporting currency (US Dollars) using the spot exchange rate (the exchange rate at\nthat specific date). When the transaction is finally settled (paid or received in cash), the actual exchange rate on the settlement date\nis used. A final realized gain or loss is calculated based on the difference between the value at the initial transaction date and the\nsettlement date. This realized gain or loss is recognized as foreign currency gain (loss) in the statements of operations.\n\n \n\nF-9\n\n \n\n \n\n*Related\nParty Transactions*\n\n \n\nA\nrelated party is generally defined as (i) any person that holds 10% or more of our shares of common stock and all other voting equity\nsecurities, including such person’s immediate families, (ii) our management, (iii) someone that directly or indirectly controls,\nis controlled by or is under common control with us, or (iv) anyone who can significantly influence our financial and operating decisions.\nA transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.\nSee *Note 12 – Notes and Convertible Notes Payable* for details of related party transactions during the years ended December\n31, 2025, and 2024.\n\n \n\n*Cash\nand Cash Equivalents*\n\n \n\nCash\nrepresents cash deposits held at financial institutions. Cash equivalents include short-term highly liquid investments of sufficient\ncredit quality that are readily convertible to known amounts of cash and have original maturities of three months or less. Cash equivalents\nare held for meeting short-term liquidity requirements, rather than for investment purposes. Cash and cash equivalents are held at major\nfinancial institutions and are subject to credit risk to the extent they exceed government deposit insurance limits in the country in\nwhich they are located. The Company has not experienced any losses to date on depository accounts.\n\n \n\n*Accounts\nReceivable, net*\n\n \n\nAccounts\nreceivable are recorded at their net realizable values.\n\n \n\n*Allowance\nfor Accounts Receivable*\n\n \n\nThe\nCompany’s ability to collect outstanding receivables is critical to its operating performance and cashflows. Accounts receivables\nare stated at an amount management expects to collect from outstanding balances. The Company extends credit in the normal course of business.\nThe Company regularly reviews outstanding receivables and when the Company determines that a party may not be able to make required payments,\na charge to bad debt expense in the period of determination is made. Though the Company’s bad debts have not historically been\nsignificant, the Company could experience increased bad debt expenses should a financial downturn occur. The Company updated its impairment\nmodel to utilize a forward-looking current expected credit losses (“CECL”) model in place of the incurred loss methodology\nfor financial instruments measured at amortized cost, primarily including its accounts receivable and contract asset. In relation to\navailable-for-sale (“AFS”) debt securities, the guidance eliminates the concept of “other-than-temporary” impairment\nand instead focuses on determining whether any impairment is a result of a credit loss or other factors. The adoption of ASC 326 did\nnot have a material impact on our audited consolidated financial statements as of the adoption date.\n\n* *\n\n*Prepaid Expenses*\n\n* *\n\nPrepaid expenses consist of amounts paid\nin advance for goods or services received in future periods.\n\n* *\n\n*Other Current Assets*\n\n \n\nOther current assets consist of a refundable\ndeposit related to a feasibility study for a potential real estate acquisition, a refundable deposit related to a potential\nbusiness acquisition and a receivable from the Irish government for recoverable value-added tax (“VAT”) incurred on\nexpenses.\n\n \n\n*Fair\nValue Measurement*\n\n* *\n\nThe\nCompany records its financial assets and liabilities at fair value. The accounting standard for fair value provides a framework for measuring\nfair value, clarifies the definition of fair value, and expands disclosures regarding fair value measurements. Fair value is defined\nas the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between\nmarket participants at the reporting date. The accounting standard establishes a three-tier hierarchy, which prioritizes the inputs used\nin the valuation methodologies in measuring fair value: \n\n \n\nLevel\n1 - inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.\n\n \n\nLevel\n2 - inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability,\neither directly or indirectly through market corroboration, for substantially the full term of the financial instrument.\n\n \n\nF-10\n\n \n\n \n\nLevel\n3 - inputs are unobservable inputs based on the Company’s assumptions used to measure assets and liabilities at fair value.\n\n \n\nA\nfinancial asset or liabilities classification within the hierarchy is determined based on the lowest level of input that is significant\nto the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement\nin its entirety requires management to make judgments and consider factors specific to the asset or liability.\n\n \n\n*Property\nand Equipment*\n\n* *\n\n*Land*\n\n \n\nLand\nis initially recorded at its purchase price plus any directly attributable costs. Land is considered to have an indefinite life and so\nno depreciation is recorded.\n\n \n\nLand\nis subject to review for impairment only when specific triggering events or changes in circumstances indicate that its carrying\namount might not be recoverable.\n\n* *\n\n*Oil\nand Gas Assets*\n\n \n\nThe\nCompany uses the full cost method of accounting for oil and gas property acquisition, exploration and development activities. Under this\nmethod, all productive and nonproductive costs incurred in connection with the exploration for and development of oil and gas reserves\nare capitalized. Capitalized costs include lease acquisition, geological and geophysical work, delay rentals, costs of drilling, completing\nand equipping successful and unsuccessful oil and gas wells and related internal costs that can be directly identified with acquisition,\nexploration and development activities, but does not include any cost related to production, general corporate overhead or similar activities.\nGain or loss on the sale or other disposition of oil and gas properties is not recognized unless significant amounts of oil and gas reserves\nare involved.\n\n \n\nThe\ncapitalized costs of oil and gas properties, plus estimated future development costs relating to proved reserves, are amortized on a\nunits-of-production method over the estimated productive life of the reserves. Unevaluated oil and gas properties are excluded from\nthis calculation. The capitalized oil and gas property costs, less accumulated amortization, are limited to an amount (the ceiling\nlimitation) equal to the sum of: (a) the present value of estimated future net revenues from the projected production of proved oil\nand gas reserves, calculated using a 12-month average first-day-of-month price, adjusted for differentials (such prices are held\nconstant throughout the life of the properties) and a discount factor of 10%; (b) the cost of unproved and unevaluated properties\nexcluded from the costs being amortized; (c) the lower of cost or estimated fair value of unproved properties included in the costs\nbeing amortized; and (d) related income tax effects. Costs in excess of this ceiling are charged to proved properties impairment\nexpense.\n\n \n\n*Construction\nin Progress*\n\n* *\n\nConstruction\nin progress (“CIP”) represents costs incurred for property and equipment that are not yet complete nor ready for their\nintended use. CIP includes direct costs of construction or acquisition, including materials, labor, and contracted\nservices.\n\n \n\nAssets\nare transferred from CIP to the appropriate property and equipment category when the asset is substantially complete and ready for its\nintended use. Once placed in service, the assets are depreciated over their estimated useful lives using the straight-line method.\n\n \n\nCIP\nis not depreciated until the related assets are placed in service.\n\n \n\nThe Company\nevaluates CIP projects for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not\nbe recoverable. During the years ended December 31, 2025, and 2024, no impairment charges were recognized related to CIP.\n\n * *\n\n*Property and Equipment*\n\n \n\nAll\nother property and equipment are recorded at cost, less accumulated depreciation. Depreciation is calculated using the straight-line\nmethod over the estimated useful lives of the assets. Additions and major replacements or betterments are added to the assets at cost.\nMaintenance and repair costs and minor replacements are charged to expense when incurred.\n\n \n\nF-11\n\n \n\n \n\n*Goodwill*\n\n \n\nGoodwill\nrepresents the excess of the purchase price over the fair value of identifiable net assets acquired in a business combination. In accordance\nwith ASC 350, *Intangibles—Goodwill and Other*, the Company assigns goodwill to reporting units based on the reporting units\nexpected to benefit from the business combination. The Company evaluates its reporting units periodically, including when changes to\noperating segments occur. When reporting units are redefined, goodwill is reallocated to the affected reporting units using a relatively\nfair value approach.\n\n \n\nGoodwill\nis considered to have an indefinite useful life and is not amortized. Consistent with the requirements of ASC 350, the Company tests\ngoodwill and other indefinite-lived intangible assets for impairment annually as of October 1, or more frequently if events or changes\nin circumstances indicate that impairment may exist. As a first step, the Company assesses qualitative factors to determine whether it\nis more likely than not that the fair value of a reporting unit is less than its carrying amount. If this qualitative assessment indicates\nthat impairment is more likely than not, the Company performs a quantitative impairment test by comparing the fair value of the reporting\nunit with its carrying amount. If the carrying amount exceeds fair value, the Company recognizes an impairment loss in the statement\nof operations equal to the excess.\n\n \n\n*Technology\nLicenses*\n\n \n\nPayments\nin connection with license agreements that are to be applied against future license fees are capitalized as other assets pending the\ncommencement of fee generating operations under the license agreements. When fee generating operations under the license agreements commence,\nthe payments will be applied against the balance of fees due and payable. In the event of fee generating operations under the license agreements\nfail to occur, the payments will be expensed as abortive transaction costs.\n\n \n\n*Capitalized\nPatent Costs*\n\n \n\nPatent\ncosts, including legal fees associated with the creation of intellectual property and patent registration costs, are capitalized as incurred.\nThese costs are amortized over the estimated useful life of the patent commencing from the date the patent has been granted. Costs incurred in\nrespect of patent applications which are abandoned before a patent has been granted are expensed at the date of abandonment. Annual registration\nfees on patents which have been granted are expensed in the year in which they are incurred.\n\n \n\n*Impairment\nof Long-Lived Assets*\n\n \n\n*Oil\nand Gas Assets*\n\n \n\nUnder\nthe full cost method of accounting, the Company is required to perform a ceiling test each quarter. The test determines a limit, or ceiling,\non the net book value of the oil and natural gas properties. Net capitalized costs are limited to the lower of unamortized cost net of\ndeferred income taxes, or the cost center ceiling.\n\n \n\nDuring\nthe years ended December 31, 2025, the Company reviewed its long-lived assets for impairment and determined an impairment amount of $431,900\nwas required based on the full cost ceiling test.\n\n \n\n*Non-Oil\nand Gas Assets*\n\n \n\nThe\nCompany reviews long-lived assets for impairment in accordance with ASC 360, “Property, Plant, and Equipment,” whenever events\nor changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. These events or changes\nin circumstances include, but are not limited to, significant underperformance relative to historical or projected future operating results,\nsignificant changes in the manner of use of the acquired assets or the strategy for the overall business, significant negative industry\nor economic trends. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset group\nto the estimated undiscounted cash flows over the estimated remaining useful life of the primary asset included in the asset group. If\nthe asset group is not recoverable, the impairment loss is calculated as the excess of the carrying value over the fair value.\n\n \n\nF-12\n\n \n\n \n\n**\n\n*Leases*\n\n \n\nThe\nCompany accounts for leases in accordance with ASC 842. The Company determines whether a contract is a lease at contract inception or\nfor a modified contract at the modification date. At inception or modification, the Company recognizes right-of-use (“ROU”)\nassets and related lease liabilities on the balance sheet for all leases greater than one year in duration. Lease liabilities and their\ncorresponding ROU assets are initially measured at the present value of the unpaid lease payments as of the lease commencement date.\nIf the lease contains a renewal and/or termination option, the exercise of the option is included in the term of the lease if the Company\nis reasonably certain that a renewal or termination option will be exercised. As the Company’s leases do not provide an implicit\nrate, the Company uses an estimated incremental borrowing rate (“IBR”) based on the information available at the commencement\ndate of the respective lease to determine the present value of future payments. The IBR is determined by estimating what it would cost\nthe Company to borrow a collateralized amount equal to the total lease payments over the lease term based on the contractual terms of\nthe lease and the location of the leased asset.\n\n \n\nOperating\nlease payments are recognized as an expense on a straight-line basis over the lease term in equal amounts of rent expense attributed\nto each period during the term of the lease, regardless of when actual payments are made. This generally results in rent expense in excess\nof cash payments during the early years of a lease and rent expense less than cash payments in later years. The difference between rent\nexpense recognized and actual rental payments is typically represented as the spread between the ROU asset and lease liability.\n\n \n\nThe\nCompany’s facilities operating leases have lease and non-lease fixed cost components, which we have elected to account for as one\nsingle lease component in calculating the present value of minimum lease payments. Variable lease and non-lease cost components are expensed\nas incurred.\n\n \n\nThe\nCompany does not recognize ROU assets and lease liabilities for short-term leases that have an initial lease term of 12 months\nor less. The Company recognizes the lease payments associated with short-term leases as an expense on a straight-line basis over the\nlease term.\n\n \n\n*Equity\nLine of Credit (“ELOC”)*\n\n \n\nThe\nCompany accounts for its Equity Line of Credit (the “ELOC”) facility as a derivative financial asset in accordance with\nASC 815, Derivatives and Hedging. The ELOC does not meet the “fixed-for-fixed” criterion for equity classification, nor does\nit meet the criteria for liability classification under ASC 480. As such, The ELOC is measured at fair value, with changes in fair value\nrecognized in earnings. The Company’s ELOC is structured as a put option under the Common Stock Purchase Agreement and the initial\nfair value of the ELOC is de minimis due to near or at-market pricing. The Company analyzed the terms of the ELOC Agreement and concluded\nthat the put option had de minimis value as of December 31, 2025.\n\n \n\nCommitment\nshares issued in connection with the ELOC are accounted for as an issuance of equity in accordance with ASC 505, Equity and treated\nas a day one expense as prescribed by ASC 825. Transaction costs related to the ELOC are expensed as incurred in accordance with ASC\n825, Financial Instruments. See *Note 18 – Capital Stock* below for further details.\n\n \n\n*Convertible\nNote*\n\n \n\nThe\nCompany has evaluated the accounting treatment for the AGIG Convertible Note (as defined in Note 12 – Notes and Convertible\nNote Payable) issued on November 7, 2022, for $5,000,000 and concluded that it did not meet the criteria for classification as an\nASC 480 liability. Management classified the AGIG Convertible Note as current and non-current liabilities on the balance sheet upon\nissuance, measured at their carrying amounts.\n\n \n\nManagement\nidentified certain embedded features within the AGIG Convertible Note and determined that both the contingent conversion option\n(i.e., conversion upon event of default) and the non-contingent conversion option (i.e., conversion at any time after the AGIG Convertible Note issuance date)\nshould be analyzed as one feature with a contingency and various adjustments. The conversion features were evaluated under the\nindexation guidance within ASC 815-40-15 and management determined that the conversion option qualifies to be classified in\nshareholders’ equity at issuance as if they were freestanding shares of common stock. Therefore, the conversion options are\nnot required to be bifurcated from the host contract and are accounted for as derivative financial instruments at\nissuance.\n\n \n\nAll\nother embedded derivative features are considered clearly and closely related and do not require separate bifurcation pursuant to ASC\n815.\n\n \n\nIssuance\ncosts and any lender fees were presented as a reduction to the carrying balance of the Convertible Note and amortized over its expected\nlife, which corresponds to the contractual term. See *Note 12 – Notes and Convertible Notes* below for further details.\n\n* *\n\n*Derivative\nInstruments*\n\n \n\nThe\nCompany evaluates its convertible promissory note, warrants or other contracts to determine if those contracts or embedded components\nof those contracts qualify as derivatives to be separately accounted for in accordance with Topic 480 of the FASB ASC and Topic 815 of\nthe FASB ASC. The result of this accounting treatment is that the fair value of the embedded derivative, if required to be bifurcated,\nis marked-to-market at each balance sheet date and recorded as a liability. The change in fair value is recorded in the consolidated\nstatements of operations as a component of other income or expense.\n\n \n\nF-13\n\n \n\n \n\nUpon\nconversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date, and then that fair\nvalue is reclassified to equity.\n\n \n\nIn\ncircumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other\nembedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments\nare accounted for as a single, compound derivative instrument.\n\n \n\nThe\nclassification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed\nat the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification\nare reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will\nbe classified in the balance sheet as current or non-current based on whether net-cash settlement of the derivative instrument is expected\nwithin 12 months of the balance sheet date.\n\n \n\n*Warrants*\n\n* *\n\nWarrants\nare accounted in accordance with the guidance contained in ASC 815-40-15-7D. The Company accounts for warrants as either equity-classified\nor liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance\nin FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”).\nThe assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability\npursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether\nthe warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net\ncash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This\nassessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly\nperiod end date while the warrants are outstanding.\n\n \n\nFor\nissued or modified warrants that meet all the criteria for equity classification, the warrants are required to be recorded as a component\nof additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification,\nthe warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter.\n\n \n\nThe\nrelative fair value of the warrants issued in conjunction with the convertible note has been treated as a debt discount with an offsetting\ncredit to warrant liabilities. The debt discount related to the warrant issuances is being accreted to interest expense over the term\nof the note.\n\n \n\n*Commitments and Contingencies*\n\n \n\nIn\nthe normal course of business, the Company is subject to loss contingencies, such as legal proceedings and claims arising out of its\nbusiness, that cover a wide range of matters, including, among others, customer disputes, government investigations and tax matters.\nAn accrual for a loss of contingency is recognized when it is probable that an asset had been impaired, or a liability had been incurred\nand the amount of loss can be reasonably estimated.\n\n \n\n*Concentration\nof Credit Risk*\n\n \n\nFinancial instruments that potentially\nsubject the Company to a concentration of credit risk include cash, cash equivalents (if any) and any marketable securities (if any).\nThe Company had cash deposits of $4,420,990 in excess of the FDIC’s\ncurrent insured limit on interest bearing accounts of $250,000\nas of December 31, 2025. The Company has not experienced any losses on\nits deposits of cash and cash equivalents.\n\n*  *\n\nF-14\n\n \n\n \n\n*Income\nTaxes*\n\n \n\nThe\nCompany accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities\nfor the expected future tax consequences of events that have been included in the financial statements. Under this method, the Company\ndetermines deferred tax assets and liabilities on the basis of the differences between the financial statement and tax bases of assets\nand liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change\nin tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.\n\n \n\nThe\nCompany recognizes deferred tax assets to the extent that the Company believes that these assets are more likely than not to be realized.\nIn making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing\ntaxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company\ndetermines that it would be able to realize its deferred tax assets in the future in excess of their net recorded amount, the Company\nwould make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.\n\n \n\nThe\nCompany records uncertain tax positions on the basis of a two-step process in which: (i) the Company determines whether it is more likely\nthan not that the tax positions will be sustained on the basis of the technical merits of the position, and (ii) for those tax positions\nthat meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more likely\nthan not to be realized upon ultimate settlement with the related tax authority. The Company recognizes interest and penalties\nrelated to uncertain tax positions in income tax expense.\n\n  \n\n*Asset\nRetirement Obligations*\n\n \n\nFor\nthe Company, ARO represent the systematic, monthly accretion and depreciation of future abandonment costs of tangible assets such as\nplatforms, wells, service assets, pipelines, and other facilities. The fair value of a liability for an asset’s retirement\nobligation is recorded in the period in which it is incurred if a reasonable estimate of fair value can be made, and that the\ncorresponding cost is capitalized as part of the carrying amount of the related long-lived asset. The liability is accreted to its\nthen present value each period, and the capitalized cost is depreciated over the useful life of the related asset. If the liability\nis settled for an amount other than the recorded amount, an adjustment is made to the full cost pool, with no gain or loss\nrecognized, unless the adjustment would significantly alter the relationship between capitalized costs and proved reserves. Although\nthe Company’s policy with respect to ARO is to assign depleted wells to a salvager for the assumption of abandonment\nobligations before the wells have reached their economic limits, the Company has estimated its future ARO obligation with respect to\nits operations. The ARO assets, which are carried on the balance sheet as part of the full cost pool, have been included in\nour amortization base for the purposes of calculating depreciation, depletion and amortization expense. For the purposes of\ncalculating the ceiling test, the future cash outflows associated with settling the ARO liability have been included in the\ncomputation of the discounted present value of estimated future net revenues. ARO are classified as Level 3 (unobservable inputs)\nfair value measurements\n\n \n\n*Revenue\nRecognition*\n\n \n\nThe\nCompany’s revenue is comprised principally of revenue from exploration and production activities. The Company’s oil is sold\nprimarily to marketers, gatherers, and refiners. Natural gas is sold primarily to interstate and intrastate natural-gas pipelines, direct\nend-users, industrial users, local distribution companies, and natural-gas marketers. Natural gas liquids (“NGLs”), are sold primarily\nto direct end-users, refiners, and marketers. Payment is generally received from the customer in the month following delivery.\n\n \n\nF-15\n\n \n\n \n\nContracts\nwith customers have varying terms, including spot sales or month-to-month contracts, contracts with a finite term, and life-of-field\ncontracts where all production from a well or group of wells is sold to one or more customers. The Company recognizes sales revenues\nfor oil, natural gas, and NGLs based on the amount of each product sold to a customer when control transfers to the customer. Generally,\ncontrol transfers at the time of delivery to the customer at a pipeline interconnect, the tailgate of a processing facility, or as a\ntanker lifting is completed. Revenue is measured based on the contract price, which may be index-based or fixed, and may include adjustments\nfor market differentials and downstream costs incurred by the customer, including gathering, transportation, and fuel costs.\n\n \n\nRevenues\nare recognized for the sale of the Company’s net share of production volumes.\n\n \n\nThe\nCompany estimated the revenue and related expenses for two US wells for the month of December 2025. Using actual oil production\nresults for the month, the Company used historical lease operating expenses and average price per BBL from prior months to calculate\nthese estimates. No gas or NGL related revenue or expenses are included in the estimate.\n\n \n\n*Research\nand Development*\n\n \n\nIn\naccordance with ASC 730, Research and Development, the Company follows the policy of expensing its third-party research and development\nconsulting costs in the period in which they are incurred. The Company incurred research and development expenses of $752,287 and $ 1,651,170,\nrespectively, during the years ended December 31, 2025, and 2024.\n\n \n\n*Accounting\nfor Share-Based Compensation*\n\n* *\n\nThe\nCompany recognizes the cost resulting from all share-based compensation arrangements, including stock options, restricted stock awards\nand restricted stock units that the Company grants under its equity incentive plan in its consolidated financial statements\nbased on their grant date fair value. The expense is recognized over the requisite service period or performance period of the award.\nAwards with a graded vesting period based on service are expensed on a straight-line basis for the entire award. Awards with performance-based\nvesting conditions, which require the achievement of a specific company’s financial performance goal at the end of the performance period\nand required service period, are recognized over the performance period. Each reporting period, the Company reassesses the probability\nof achieving the respective performance goal. If the goals are not expected to be met, no compensation cost is recognized and any previously\nrecognized amount recorded is reversed. If the award contains market-based vesting conditions, the compensation cost is based on the\ngrant date fair value and expected achievement of market condition and is not subsequently reversed if it is later determined that the\ncondition is not likely to be met or is expected to be lower than initially expected.\n\n \n\nThe\ngrant date fair value of stock options is based on the Black-Scholes Option Pricing Model (the “Black-Scholes Model”). The\nBlack-Scholes Model requires judgmental assumptions including volatility and expected term, both based on historical experience. The\nrisk-free interest rate is based on U.S. Treasury interest rates whose term is consistent with the expected term of the option. The Company\ndetermines the assumptions used in the valuation of option awards as of the date of grant. Differences in the expected stock price of volatility,\nexpected term or risk-free interest rate may necessitate distinct valuation assumptions at those grant dates. As such, the Company may\nuse different assumptions for options granted throughout the year.\n\n \n\nThe\ngrant date of fair value of restricted stock and restricted stock units is based on the closing price of the underlying stock on the date\nof the grant.\n\n \n\nThe\nCompany has elected to reduce share-based compensation expense for forfeitures as the forfeitures occur since the Company does not have\nhistorical data or other factors to appropriately estimate the expected employee terminations and to evaluate whether particular groups\nof employees have significantly different forfeiture expectations.\n\n \n\n*Grant\nIncome and Government Grant Receivable*\n\n \n\nIn\nthe absence of comprehensive recognition and measurement guidance within the scope of authoritative GAAP for the government grant that the Company has been awarded, in accordance with guidance in ASC 832 “Government\nAssistance”, the Company has accounted for the grant it has received from the government by analogy using the terms of IAS 20,\nAccounting for Government Grants and Disclosures of Government Accounting Assistance. The Company receives funding under a government\ngrant which reimburses the Company for certain qualifying research and development and related expenditures. Grant funding for research\nand development received under grant agreements where there is no obligation to repay grant funds is recognized as grant income in the\nperiod during which the related qualifying expenses are incurred, provided that the grants are fully approved by the granting agencies\nand the conditions under which the grants were provided have been met. Grant income recognized upon incurring qualifying expenses in\nadvance of receipt of grant funding is recorded in the consolidated balance sheet as government grants receivable.\n\n \n\nF-16\n\n \n\n \n\n*Interest\nExpense*\n\n* *\n\nTotal\ninterest expense, including accrued interest expense and debt discount amortization, is presented as a single line item within Other\nIncome (Expense) on the Consolidated Statements of Operations\n\n \n\n*Earnings\n(Loss) per Share*\n\n \n\nBasic\nearnings (loss) per share is computed by dividing net loss available to common shareholders by the weighted average common shares outstanding\nfor the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue\nshares of common stock were exercised or converted. In periods in which the Company reports a net loss, dilutive securities are excluded\nfrom the calculation of diluted net loss per share amounts as the effect would be anti-dilutive. See *Note 22 - Loss Per\nShare Common Share*below.\n\n \n\n*Recent\nAccounting Pronouncements*\n\n \n\n*Adopted\nStandards*\n\n \n\nIn\nDecember 2023, the FASB issued Accounting Standards Update (“ASU”)\n2023-09, *Income Taxes* (Topic 740): *Improvements to Income Tax Disclosures*, which requires disaggregated information\nabout a reporting entity’s effective tax rate reconciliation, as well as information related to income taxes paid to enhance\nthe transparency and decision usefulness of income tax disclosures. This ASU is effective for the annual period ended December 31,\n2025 and should be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is\npermitted. On January 1, 2025, the Company adopted the provisions of ASU 2023-09 on a prospective basis, and the required\ndisclosures have been included in this Annual Report on Form 10-K for the year ended December 31, 2025. The adoption of ASU 2023-09\ndid not have a material impact on the Company’s financial statements included in this Annual Report on Form 10-K but did result in\nadditional disclosures in the income tax footnote.\n\n \n\nIn\nMay 2025, the FASB issued ASU 2025-03, *Business Combinations (Topic 805) and Consolidation (Topic 810) —Determining\nthe Accounting Acquirer in the Acquisition of a Variable Interest Entity*, which requires an entity involved in an acquisition\ntransaction effected primarily by exchanging equity interests when the legal acquiree is a VIE that meets the definition of a\nbusiness to consider the factors in paragraphs 805-10-55-12 through 55-15 to determine which entity is the accounting acquirer. ASU\n2025-03 applies to all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within\nthose annual reporting periods. The Company has evaluated the impact of this guidance on its consolidated financial statements and\nhas elected for early adoption on a proactive basis commencing January 1, 2025, as permitted by the guidance. The impact is\nreflected in the consolidated financial statements.\n\n \n\n*Not\nYet Adopted Standards*\n\n \n\nIn\nNovember 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic\n220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). ASU 2024-03 requires additional disclosure of specific\ntypes of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling\nexpenses. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15,\n2027, with early adoption permitted. ASU 2024-03 may be applied prospectively with the option for retrospective application for all prior\nperiods presented. The Company is currently evaluating the impact of adopting this guidance on the Company’s current financial\nposition, results of operations, or financial statement disclosures.\n\n \n\nIn\nMay 2025, the FASB issued ASU 2025-04, Compensation—Stock Compensation (Topic 718) and Revenues from Contracts with Customers (Topic\n606)—Clarifications to Share-Based Consideration Payable to a Customer. The amendments in this ASU revise the master glossary definition\nof the term performance condition for share-based consideration payable to a customer. Further, the amendments in this ASU clarify that\nshare-based consideration encompasses the same instruments as share-based payment arrangements, but the grantee does not need to be a\nsupplier of goods or services to the grantor. Finally, the amendments in this ASU clarify that a grantor should not apply the guidance\nin Topic 606 on constraining estimates of variable consideration to share-based consideration payable to a customer. The amendments in\nthis ASU are effective for all entities for annual reporting periods (including interim reporting periods within annual reporting periods)\nbeginning after December 15, 2026, with updates to be applied on a retrospective or modified retrospective basis Early adoption is permitted\nfor all entities. The Company is currently evaluating the impact of ASU 2025-04 on its consolidated financial statements.\n\n \n\nIn\nJuly 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326). The amendments in this ASU provide that\nin developing reasonable and supportable forecasts as part of estimating expected credit losses, all entities may elect a practical expedient\nthat assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. The amendments in\nthis ASU are effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods\nwithin those annual reporting periods with updates to be applied on a prospective basis. The Company is currently evaluating the impact\nof ASU 2025-05 on its consolidated financial statements.\n\n \n\nF-17\n\n \n\n \n\nIn\nDecember 2025, the FASB issued ASU No. 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business\nEntities. The ASU establishes authoritative guidance in GAAP about accounting for government grants received by business entities, clarifies\nthe appropriate accounting, in an effort to reduce diversity in practice, and increase consistency of application across business entities.\nThe ASU is effective for annual reporting periods beginning after December 15, 2028, and interim reporting periods within those annual\nreporting periods. Adoption of this ASU may be applied on a modified prospective approach, a modified retrospective approach, or a retrospective\napproach. Early adoption is permitted. We are currently evaluating the provisions of this ASU and do not expect this ASU to have a material\nimpact on our consolidated financial statements.\n\n \n\nIn\nDecember 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. The ASU clarifies interim disclosure\nrequirements and the applicability of Topic 270. The objective of the amendments is to provide further clarity about the current interim\ndisclosure requirements. The ASU is effective for interim reporting periods within annual reporting periods beginning after December\n15, 2027. Adoption of this ASU can be applied by either a prospective or a retrospective approach. Early adoption is permitted. We are\ncurrently evaluating the provisions of this ASU and do not expect this ASU to have a material impact on our consolidated financial statements.\n\n \n\nIn\nDecember 2025, the FASB issued ASU No. 2025-12, Codification Improvements. The ASU addresses thirty-three items, representing the changes\nto the Codification that (1) clarify, (2) correct errors, or (3) make minor improvements. Generally, the amendments in this Update are\nnot intended to result in significant changes for most entities. The ASU is effective for interim reporting periods within annual reporting\nperiods beginning after December 15, 2026. The adoption method of this ASU may vary, on an issue-by-issue basis. Early adoption is permitted.\nWe are currently evaluating the provisions of this ASU and do not expect this ASU to have a material impact on our consolidated financial\nstatements**.**\n\n \n\n**NOTE\n4 – ACQUISITION**\n\n \n\nOn\nJuly 1, 2025, as contemplated by the Share Exchange Agreement, the Company acquired all of the outstanding units of AGIG LLC from\nthe AGIG Unitholders in exchange for issuing to the AGIG Unitholders an aggregate of 31,778,032\nshares of common stock, which was equal to 94% of the sum of (a) the aggregate issued and outstanding Common Stock at the time of\nthe Closing, plus (b) all Common Stock approved for issuance by the Company under a future equity incentive plan at the time of the\nClosing. Total consideration transferred was $21.7\nmillion.\n\n \n\nThe\nShare Exchange was accounted for as a reverse acquisition in accordance with GAAP within ASC Topic 805, *Business Combinations*\n(“ASC 805”), whereby AGIG LLC, the legal acquiree, is considered the accounting acquirer and AGIG, the legal acquirer,\nis treated as the acquired company for financial reporting purposes. AGIG LLC was considered the accounting acquirer as its\ncontrolling shareholder, Abundia Financial, will hold approximately 84.9% of the issued and outstanding common stock and was deemed\na controlling shareholder of the Company following the Share Exchange.\n\n \n\nWe\nrecorded the assets acquired and liabilities assumed at their respective fair values as of the closing date of the Share Exchange. The\npreliminary purchase price allocations were comprised of the components presented below, which represent the preliminary determination\nof the fair value of the assets acquired and liabilities assumed, with the excess of the purchase price over the fair value of net identifiable\nassets acquired recorded to goodwill. The final determination of the fair value of certain assets and liabilities and the allocation\nof goodwill to reporting units will be completed within the measurement period in accordance with FASB ASC Topic 805.\n\n \n\nThe\npreliminary purchase price allocation is as follows:\n\n SCHEDULE OF ACQUISITION\n\nFair value of net assets acquired \n  \n\nFair value of net assets acquired \n  \n\nCash and cash equivalents \n$6,951,006 \n\nAccounts receivable \n 32,906 \n\nPrepaid expenses - others \n 483,810 \n\nOil and gas properties, full cost method \n 1,362,248 \n\nRefundable acquisition deposit \n 160,000 \n\nOther assets \n 3,167 \n\nGoodwill \n 12,986,150 \n\nTotal Assets Acquired \n 21,979,287 \n\nAccounts payable and accrued liabilities \n (193,266)\n\nOther payables \n (19,581)\n\nAsset retirement obligation \n (32,248)\n\nTotal Liabilities Assumed \n (245,095)\n\nTotal Purchase Price \n$21,734,192 \n\n \n\nF-18\n\n \n\n \n\nGoodwill\nresulting from the Share Exchange reflects the benefits expected to be gained from the Company’s public company status and governance\ninfrastructure which will enable the Company to gain access to public sources of capital that can then be used in the deployment and\ndevelopment of their suite of technologies that will assist in the evolution of fuel, chemical and waste markets, providing commercial\nalternatives and sustainable products.\n\n \n\nThe\ngoodwill arising on the Share Exchange is not deductible for tax purposes.\n\n \n\nThe\nCompany incurred $13,081,201\nof acquisition-related expenses related to the transaction during the year ended December 31, 2025, $12,390,253\nof this was a success fee paid by the controlling shareholder on behalf of the Company, the remaining $690,948\nof acquisition-related expenses are included in general and administrative expenses.\n\n \n\nThe\noperating results of the Company’s legacy business were included in the consolidated results of operations from the date of the\nShare Exchange. The consolidated financial statements for the year ended December 31, 2025 include revenues and net loss of $410,632\nmillion and $20,152,734, respectively, for the period from the\nclosing date of the Share Exchange through December 31, 2025.\n\n \n\nThe\nfollowing unaudited pro forma financial information presents the combined results of operations for the Company and AGIG for the\nyears December 31, 2025, and 2024, respectively. The unaudited condensed consolidated pro forma results of operations are as\nfollows:\n\n \nSCHEDULE OF PRO FORMA FINANCIAL INFORMATION\n\n  \n 2025  \n 2024 \n\n  \n **Year Ended December 31,** \n\n  \n 2025  \n 2024 \n\nRevenue \n$623,534  \n$560,180 \n\nNet loss \n$(13,942,176) \n$(30,022,391)\n\n \n\nThe\nunaudited pro forma combined financial information presented above has been prepared from historical financial statements that have been\nadjusted to give effect to the transaction as though it had occurred on January 1, 2024 and includes adjustments for acquisition and\nother transaction costs. The unaudited pro forma financial information is not intended to reflect the actual results of operations that\nwould have occurred if the transaction had occurred on January 1, 2024, nor is it indicative of future operating results.\n\n** **\n\n**NOTE\n5 – SEGMENT REPORTING**\n\n \n\nUpon\ncompletion of the Share Exchange, the Company re-evaluated its reporting segments. The Company’s determination of reporting\nsegments was made on the basis of its operations, products, and the economic characteristics of each of its operating segments and\ncorresponds to the manner in which its Chief Operating Decision Maker (“CODM”) reviews and evaluates performance to make\ndecisions about resources to be allocated to the segment. As a result, the Company’s segment structure has been reassessed and\nnow reflects the Company’s legacy O&G operations as well as its newly added emerging renewables initiatives\n(“Renewables”).\n\n \n\nThe\nO&G segment generates revenue from oil and gas operations whereas Renewables is in the pre-revenue stage, primarily incurring research\nand development and start-up costs associated with its development of scalable technologies for converting plastic and biomass waste\ninto renewable fuels and chemicals. The CODM is a committee including the Company’s Chief Executive Officer, Chief Operating Officer,\nand Chief Financial Officer.\n\n \n\nThe\nCompany measures and evaluates its reportable segments based on their respective adjusted net income (loss), general and administrative\nexpenses, research and development costs, and professional fees. The Company excludes certain corporate-related expenses and certain transactions\nor adjustments that the CODM considers to be non-operational, such as changes in fair value of warrant liabilities, restructuring charges,\ninterest expense and income and amounts related to depreciation, depletion and amortization expense. Although these amounts are excluded,\nthey are included in reported Loss before income taxes within the accompanying audited consolidated statements\nof operations and are included in the reconciliation below. The CODM uses segment adjusted net loss in the budget and forecasting\nprocess and to monitor budgets versus actual results, which are used in assessing the performance of the reportable segments and to allocate\nresources across the reportable segments. The balance sheet is presented on a consolidated basis, as the CODM does not use segment specific\nasset or liability information, including fixed assets, to assess performance. As a result, segment asset and liability details are disclosed\nat the aggregate level.\n\n \n\nF-19\n\n \n\n \n\nA\nreconciliation of net loss for the reportable segments to the applicable line items within the accompanying consolidated statements of\noperations is as follows.\n\n \n\nSCHEDULE\nOF SEGMENT REPORTING INFORMATION\n\n  \n    \n    \n   \n\n  \nYear Ended\nDecember 31, 2025 \n\n  \nO&G  \nRenewables  \nTotal \n\nRevenue \n$410,632  \n$-  \n$410,632 \n\n  \n    \n    \n   \n\nSegment expense: \n    \n    \n   \n\nGeneral and administrative expenses \n -  \n 10,584,333  \n 10,584,333 \n\nResearch and development costs \n -  \n 752,287  \n 752,287 \n\nOperating lease expense and severance tax \n 221,053  \n \n-\n  \n 221,053 \n\nAdjusted segment operating income (loss) \n 189,579  \n (11,336,620) \n (11,147,041)\n\n  \n    \n    \n   \n\nReconciliation of “Adjusted segment operating income (loss)” to “Loss before income taxes” \n    \n    \n   \n\nDepreciation, depletion and amortization \n 192,311  \n 16,754  \n 209,065 \n\nSuccess fee paid on Share Exchange by controlling shareholder \n -  \n 12,390,253  \n 12,390,253 \n\nShares issued as commitment fee for equity line of credit \n -  \n 3,342,000  \n 3,342,000 \n\nImpairment of technology licenses \n -  \n 1,115,000  \n 1,115,000 \n\nImpairment of oil and gas assets \n 431,900  \n -  \n 431,900 \n\nWrite off of application costs on abandoned patent applications \n -  \n 112,128  \n 112,128 \n\nInterest expense \n -  \n 625,599  \n 625,599 \n\nLoss on debt extinguishment \n -  \n 880,379  \n 880,379 \n\nInterest income \n -  \n (25,370) \n (25,370)\n\nGrant income \n -  \n (737,811) \n (737,811)\n\nChange in fair value of warranty liability \n -  \n (45,965) \n (45,965)\n\nForeign currency loss \n -  \n 16,716  \n 16,716 \n\nLoss before income taxes \n$(434,632) \n$(29,026,303) \n$(29,460,935)\n\n \n\n  \nO&G  \nRenewables  \nTotal \n\n  \nYear\nEnded\nDecember 31, 2024 \n\n  \nO&G  \nRenewables  \nTotal \n\nRevenue \n$-  \n$-  \n$- \n\nSegment expense: \n    \n    \n   \n\nGeneral and administrative\nexpenses \n -  \n 2,440,150  \n 2,440,150 \n\nResearch and development costs \n -  \n 1,651,170  \n 1,651,170 \n\nAdjusted\nsegment operating loss \n -  \n 4,091,320  \n 4,091,320 \n\n  \n    \n    \n   \n\nReconciliation of “Adjusted\nsegment operating loss” to “Loss before income taxes” \n    \n    \n   \n\nDepreciation and amortization \n -  \n 15,507  \n 15,507 \n\nProvision for loss on convertible\nnote receivable \n -  \n 2,942,029  \n 2,942,029 \n\nImpairment of technology license \n -  \n 1,000,000  \n 1,000,000 \n\nInterest expense \n -  \n 401,096  \n 401,096 \n\nInterest income \n -  \n (242,459) \n (242,459)\n\nGrant income \n -  \n (2,545,783) \n (2,545,783)\n\nChanges in fair value of warrant\nliability \n -  \n (2,084,150) \n (2,084,150)\n\nForeign currency loss \n -  \n 44,388  \n 44,388 \n\nLoss before\nincome taxes \n$-  \n$(3,621,948) \n$(3,621,948)\n\n \n\nF-20\n\n \n\n \n\n  \n2025  \n2024 \n\n  \nYear Ended\nDecember 31, \n\n  \n2025  \n2024 \n\nDepreciation, depletion and amortization: \n    \n   \n\nO&G \n$192,311  \n$- \n\nRenewables \n 16,754  \n 15,507 \n\nConsolidated depreciation, depletion and amortization expense \n$209,065  \n$15,507 \n\n \n\n  \n2025  \n2024 \n\n  \nAs of December 31, \n\n  \n2025  \n2024 \n\nAssets: \n   \n  \n\nO&G \n$794,963  \n$- \n\nRenewables \n 31,060,466  \n 4,114,688 \n\nTotal assets of reportable segments \n$31,855,429  \n$4,114,688 \n\n \n\n**NOTE\n6 – OIL AND GAS REVENUE**\n\n \n\nThe\nfollowing table disaggregates revenue by significant product type for the years ended December 31, 2025, and 2024:\n\n \n\n SCHEDULE\nOF REVENUE BY MAJOR CUSTOMERS BY REPORTING SEGMENTS\n\n  \n2025  \n2024 \n\n  \n\n**Year Ended**\n\n**December 31,**\n \n\n  \n2025  \n2024 \n\nOil sales \n$217,674  \n$- \n\nNatural gas sales \n 103,795  \n - \n\nNatural gas liquids sales \n 89,163  \n - \n\nTotal revenue from customers \n$410,632  \n$- \n\n \n\nOil\nand gas revenues for the legacy HUSA business have been included in the statement of operations from July 1, 2025. See *Note 4 –\nAcquisition*above.\n\n \n\nThere\nwere no significant contract liabilities or transaction price allocations to any remaining performance obligations as of December 31,\n2025, or 2024.\n\n \n\n**NOTE\n7 - GRANT INCOME**\n\n** **\n\nGrant\nincome relates to a grant awarded by the UK government to the Company’s UK subsidiary, Abundia Biomass-to-Liquids Ltd,\nunder its Advance Fuel Fund competition for the development of sustainable aviation fuel production plants in the UK. The total grant\namount awarded was £4,484,431 ($5,400,000) and was delivered as a reclaim for eligible project-related expenditure paid each quarter.\n\n \n\nThe\ngrant reimbursed the Company for pre-approved eligible project research and development costs, related professional fees and general\nand administrative costs. These costs were included in the Company’s operating expenses in the Company’s consolidated statements\nof operations. The eligible expenses for reimbursement also include a 20% mark up on certain related administrative and staff costs.\n\n \n\nDuring\nthe years ended December 31, 2025, and 2024, the Company incurred $737,811 and $2,545,783, respectively, in expenditure eligible for reimbursement\nwhich has been recognized as grant income in other income in the consolidated statements of operations.\n\n \n\nThe\nCompany received reimbursement of $943,235 and $2,340,359, respectively during the years ended December 31, 2025, and 2024.\n\n \n\nThere\nwas a balance of the grant receivable of $0\nand $205,424,\nrespectively, as of December 31, 2025, and 2024.\n\n \n\nThe\nterm of the grant was completed on March 31, 2025, and no further grant income is expected at this time.\n\n \n\n**NOTE\n8 – PROPERTY AND EQUIPMENT**\n\n** **\n\nSCHEDULE OF PROPERTY AND EQUIPMENT\n\n  \nUseful Life \n2025  \n2024 \n\n  \nEstimated \nDecember 31, \n\n  \nUseful Life \n2025  \n2024 \n\n  \n  \n   \n  \n\nCost \n  \n    \n   \n\nLand \nIndefinite \n$8,576,854  \n$- \n\nOil and gas properties \nBased on units of production \n 1,362,250  \n - \n\nImpairment \n  \n (431,900) \n - \n\nOil and gas properties net of impairment \n  \n 930,350  \n - \n\nConstruction in progress \nN/A \n 630,830  \n - \n\nComputer equipment \n 3 years \n 3,603  \n 3,603 \n\n  \n  \n    \n   \n\nTotal cost \n  \n$10,141,637  \n$3,603 \n\n  \n  \n    \n   \n\nAccumulated depletion and depreciation \n  \n (195,916) \n (3,291)\n\n  \n  \n    \n   \n\nProperty and equipment, net \n  \n$9,945,721  \n$312 \n\n** **\n\nF-21\n\n \n\n** **\n\n*Land*\n\n \n\nOn\nJuly 11, 2025, the Company completed the purchase of a 25-acre site at the Cedar Port Industrial Park (“The Cedar Port Property”)\nlocated in Baytown, Texas from TGS Cedar Port Partners (“TGS”), a Texas limited partnership, for a total purchase price of\n$8,576,854.\n\n \n\nThe\nCompany plans to construct its first plastics recycling plant at the location, transforming plastic waste into pyrolysis oil. The strategically\nlocated site will be the foundation for a U.S. innovation hub dedicated to developing recycling, renewable and circular technologies\nsupported by the industrial park’s robust infrastructure.\n\n \n\nAs\nland is considered to have an indefinite life, no depreciation has been recognized in respect of this asset\n\n \n\n*Oil\nand gas properties*\n\n* *\n\nSubstantially,\nall of the Company’s oil and gas properties are located in Texas.\n\n \n\nDuring\nthe years ended December 31, 2025, and 2024, the Company recorded depletion expense of $192,311 and $0, respectively.\n\n \n\nDuring\nthe years ended December 31, 2025, and 2024, the Company recorded impairment expense of $431,900 and $0, respectively which related to\nthe Company’s O&G segment.\n\n* *\n\n*Construction\nin Progress*\n\n \n\nDuring the year ended December 31,\n2025, the Company commenced the construction of its first plastics recycling plant on its property in Baytown, Texas, transforming\nplastic waste into pyrolysis oil. CIP of $630,830\nand $nil was recorded for the years ended December 31, 2025 and 2024, respectively.\n\n \n\nNo\ndepreciation is recognized while assets are under construction.\n\n \n\n**NOTE\n9 – GOODWILL**\n\n** **\n\nAs\ndescribed in *Note 4 – Acquisition* above, goodwill was recognized in connection with the Share Exchange on July 1, 2025.\nThe carrying value of goodwill at December 31, 2025 and December 31, 2024, was $13.0 million and $0 million, respectively. There were no\nchanges to the carrying value of goodwill from July 1, through December 31, 2025. The Company has two reporting units for goodwill purposes:\n(1) HUSA, representing legacy O&Gs operations, and (2) AGIG, representing renewable energy operations.\n\n \n\nNo\nimpairment charges were recognized for the year ended December 31, 2025.\n\n \n\nThe\ntable below summarizes the changes in goodwill from January 1, 2025 through December 31, 2025.\n\n \n\n SCHEDULE\nOF CHANGES IN GOODWILL\n\n  \nAGIG  \nHUSA  \nTotal \n\nGoodwill - January 1, 2025 \n$-  \n$-  \n$- \n\nNew Acquisition \n 12,986,150  \n -  \n 12,986,150 \n\nGoodwill - December 31, 2025 \n$12,986,150  \n$-  \n$12,986,150 \n\n \n\n**NOTE\n10 – TECHNOLOGY LICENCES**\n\n** **\n\n** **SCHEDULE\nOF TECHNOLOGY LICENCES\n\n  \n2025  \n2024 \n\n  \nDecember 31 \n\n  \n2025  \n2024 \n\nOpening balance \n$2,115,000  \n$3,115,000 \n\nAdditional payments \n 1,005,025  \n — \n\nImpairment \n (1,115,000) \n (1,000,000)\n\nClosing balance \n$2,005,025  \n$2,115,000 \n\n \n\nF-22\n\n \n\n \n\n*Plastic\nRecycling*\n\n \n\nEffective\nSeptember 24, 2021, AGIG Plastics to Liquids LLC, a wholly owned subsidiary of AGIG, entered into a technology license and service agreement\nwith, an unrelated third party that has developed the technology to transform plastic waste into petrochemical products, which can be\nfurther refined into fuels, waxes, and new plastic production. The purpose of the license agreement was to permit AGIG to utilize this\ntechnology in its plastics recycling plants. An initial non-refundable deposit of $500,000 was paid in respect of this agreement during\nthe year ended December 31, 2022, which has been capitalized and is creditable against future license fees. A further non-refundable\ndeposit of $500,000 was paid in respect of this agreement during the year ended December 31, 2023, which has also been capitalized and\nis creditable against future license fees. During the year ended December 31, 2025, a further $1,005,025 was paid in connection with\nthis license as a result of the Company commencing the construction of its first plastics recycling plant at its Baytown, Texas facility.\nAs of December 31, 2025 and 2024, the total non-refundable deposit that had been paid in respect of this agreement was $2,005,025 and\n$1,000,000, respectively. Further ongoing license fees become due and payable indefinitely as plants are built and commissioned.\n\n \n\nEffective\nDecember 31, 2025 and 2024, upon assessment of this license, it was determined that no impairment was required in respect of this license.\n\n \n\n*Biomass\nConversion*\n\n \n\nEffective\nMay 11, 2022, AGIG entered into a Services Agreement with a third-party manufacturer. The purpose of the Services Agreement is for the\nthird party to manufacture and sell to AGIG the units required for the pyrolysis process used in our biomass to energy, fuels and chemicals\nprocess. At times through the terms of the agreement, the Company may be requested to provide payments at the request of the third party\nto fund costs associated with the agreement utilizing a cost-plus fixed fee method. These payments are applied to the initial deposit\nof the Services Agreement. During the year ended December 31, 2023, $240,000 was paid in additional deposits in respect of this agreement.\nAs of December 31, 2024 and 2023, the total non-refundable deposits that had been paid in respect of this agreement was $1,115,000. The\nServices Agreement has an indefinite term. In connection with the Services Agreement, the Company entered into a separate License Agreement\nwith the third-party manufacturer. The License Agreement provides the Company with a defined number of units of the Licensor’s intellectual\nproperty and the proprietary rights know-how to the successful assembly, installation and operation of the units. The effective date\nof the agreement is the earlier of (i) an event of default, (ii) an intellectual property transfer amongst the parties, and (iii) a force\nmajeure termination. In an event of default, the Company acquires the proprietary, patent-protected, clean energy system if the third-party\nmanufacturer defaults on the Services Agreement for cash considerations.\n\n \n\nEffective\nDecember 31, 2025, upon assessment of this license, it was determined that due to obtaining further information about the effectiveness\nof the technology of the License in question, the Company now does not intend to use the technology going forward. Accordingly, management\ndetermined that this license deposit no longer had any future economic benefit as there were no\nexpected future cash flows, no alternative use, and no marketability for sale or transfer. The Company therefore wrote off $1,115,000\nat December 31, 2025 representing the full carrying value of\nthis License. The impairment was recognized in operating expenses as impairment of technology licenses in the Company’s consolidated\nstatements of operations and related to the Company’s Renewables segment.\n\n \n\n*Development\nAgreement*\n\n** **\n\nEffective\nNovember 23, 2022, AGIG entered into a Development, Collaboration & License Agreement (“DCLA”) agreement with a third-party\ntechnology company. Under the term the DCLA, which has an initial term of 3 years, both parties entered into a Joint Development Project\nwith both parties being entitled to license each other’s existing intellectual property. During the year ended December 31, 2022,\nAGIG paid a $1 million collaboration fee to support the development of the project, which is creditable against future license payments\nunder the terms of DCLA.\n\n \n\nEffective\nDecember 31, 2024, upon assessment of this license, it was determined that based on the receipt of further information about the effectiveness\nof the technology of the License in question, the Company now does not intend to use the technology going forward. Accordingly, management\ndetermined that this license deposit no longer had any future economic benefit as there were no\nexpected future cash flows, no alternative use, and no marketability for sale or transfer. The Company therefore wrote off $1,000,000\nat December 31, 2024 representing the full carrying value of this License. The impairment was recognized in operating expenses as impairment\nof technology license in the Company’s consolidated statements of operations.\n\n \n\nF-23\n\n \n\n \n\n**NOTE\n11 – CAPITALIZED PATENT COSTS**\n\n** **\n\nThe\nCompany has applied for a number of patents and a trademark relating to its proposed business plan. During the years ended December 31,\n2025, and 2024, 3 and\n7 patent\napplications, respectively, were granted.\n\n SCHEDULE\nOF PATENT APPLICATIONS\n\n  \nWeighted Average Remaining Useful Life (in years) \nCost  \n\n** **\n\n**Accumulated Amortization**\n  \nNet Book Value \n\nDecember 31, 2025 \n  \n    \n    \n   \n\n  \n  \n    \n    \n   \n\nPending patent applications \nN/A \n$1,069,914  \n$-  \n$1,069,914 \n\nGranted patents \n18.1 \n 363,227  \n (34,846) \n 328,381 \n\nTotal patent costs \n  \n$1,433,141  \n$(34,846) \n$1,398,295 \n\n  \n  \n    \n    \n   \n\nDecember 31, 2024 \n  \n    \n    \n   \n\n  \n  \n    \n    \n   \n\nPending patent applications \nN/A \n$826,203  \n$-  \n$826,203 \n\nGranted patents \n17.9 \n 338,061  \n (18,404) \n 319,657 \n\nTotal patent costs \n  \n$1,164,264  \n$(18,404) \n$1,145,860 \n\n \n\nDuring\nthe years ended December 31, 2025 and 2024, the Company recognized amortization expense in respect of granted patents of $16,442\nand $14,305, respectively.\n\n \n\nDuring\nthe years ended December 31, 2025 and 2024, the Company wrote off legal fees incurred of abandoned patent applications of $112,125\nand $nil, respectively.\n\n** **\n\nAs\nof December 31, 2025, expected amortization expense for granted patents for the next five years thereafter are as follows:\n\n \n\n SCHEDULE\nOF EXPECTED AMORTIZATION EXPENSE\n\n  \n As of December 31, 2025 \n\n2026 \n$18,161 \n\n2027 \n 18,161 \n\n2028 \n 18,161 \n\n2029 \n 18,161 \n\n2030 \n 18,161 \n\nThereafter \n 237,576 \n\nTotal \n$328,381 \n\n \n\n**NOTE\n12 – NOTES AND CONVERTIBLE NOTE PAYABLE**\n\n** **\n\n SCHEDULE\nOF NOTES AND CONVERTIBLE NOTE PAYABLE\n\n**NOTE\nAND CONVERTIBLE NOTES PAYABLE DUE WITHIN 1 YEAR**\n\n** **\n\n****\n\n  \n2025  \n2024 \n\n  \nDecember 31, \n\n  \n2025  \n2024 \n\nAGIG convertible note payable \n$-  \n$5,000,000 \n\nAccrued interest on AGIG convertible note payable \n -  \n 860,274 \n\nBFH AGIG note payable – related party \n 435,000  \n - \n\nBFH HUSA note payable – related party \n 3,500,000  \n - \n\nAccrued interest on BFH HUSA note payable – related party \n 33,562  \n - \n\nNotes payable \n$3,968,562  \n$5,860,274 \n\n  \n    \n   \n\nCONVERTIBLE NOTE PAYABLE DUE GREATER THAN 1 YEAR \n    \n   \n\n  \n    \n   \n\nAGIG convertible note payable \n$5,000,000  \n$- \n\nAccrued interest on AGIG convertible note payable \n 1,260,274  \n - \n\nConvertible note payable non current \n$6,260,274  \n$- \n\n  \n    \n   \n\nTOTAL NOTE AND CONVERTIBLE NOTES PAYABLE \n$10,228,836  \n 5,860,274 \n\n \n\nF-24\n\n \n\n \n\nAs\nof December 31, 2025, and 2024, the weighted average interest rate on the Company’s notes and convertible notes payable was 7.2%\nand 8%, respectively.\n\n \n\nFuture\nannual repayment of notes – related party, convertible notes and accrued interest as of December 31, 2025 is as follows:\n\n \n\nSCHEDULE\nOF FUTURE ANNUAL REPAYMENT OF NOTES To RELATED PARTY, CONVERTIBLE NOTES AND ACCRUED INTEREST\n\nYears ended December 31, \n   \n\nDue on demand \n$435,000 \n\n2026 \n 3,533,562 \n\n2027 \n 6,260,274 \n\nPresent value of minimum payments \n$10,228,836 \n\n \n\n*AGIG\nConvertible Note Payable*\n\n* *\n\nEffective\nNovember 7, 2022, AGIG LLC issued a $5,000,000 convertible\npromissory note (the “AGIG Convertible Note”) with an interest rate of 8%.\nRepayment or conversion of this note into equity securities of AGIG LLC occurs as follows (a) repayment at the Maturity date of\nNovember 7, 2023, or (b) at the lender’s sole option, conversion of the outstanding principal and interest into equity\nsecurities of AGIG LLC, upon the closing of a private offering of AGIG LLC, equity securities (“Next Round Funding”). If\nthe lender exercises its option to convert the AGIG Convertible Note into equity securities, the AGIG Convertible Note is\nconvertible into a variable number of equity securities at the same price paid by investors in the Next Round Funding to satisfy the\noutstanding AGIG Convertible Note balance. The Company had the option to extend the maturity date of the AGIG Convertible Note by 12\nmonths with the mutual consent of the lender. On September 29, 2025, the maturity date on the AGIG convertible note payable\nwas extended to January 1, 2027. The classification of the debt as due in more than year reflects this extension.\n\n \n\nDuring\nthe years ended December 31, 2025, and 2024, the Company recognized interest expense of $400,000\nin both years. As of December 31, 2025, and 2024, the balance of the outstanding AGIG\nConvertible Note, together with accrued interest was $6,260,274\nand $5,860,274, respectively. As of December 31, 2025, and 2024, the effective annual interest yield on the AGIG\nConvertible Note was 8%.\n\n \n\n*BFH\nAGIG Note Payable - Related Party*\n\n \n\nEffective\nFebruary 28, 2025, BFH (a related party) advanced $885,000\nto the Company by way of a note payable. The note payable is interest-free, due and payable in full on or before the 120th day\nfollowing the date of funding (the “Maturity Date”) and was collateralized by the grant receivable from the UK\ngovernment’s Advance Fuel Fund. The Company was required to repay the note payable in tranches before the Maturity Date from\ngrant reimbursement funds received by the Company under its grant receivable, $450,000\nwas repaid on the note before the maturity date. Effective August 14, 2025, the related party lender waived the default under the\nterms of the note payable and extended the term of the note payable until such reasonable time that the Company has adequate cash on\nhand to repay the note. \n\n* *\n\n*3i\nHUSA Convertible Note*\n\n \n\nOn\nJuly 10, 2025, the Company entered into a securities purchase agreement with an institutional investor (“3i”), pursuant to\nwhich the Company issued a senior secured convertible note in the original principal amount of $5,434,783 (the “3i HUSA Convertible\nNote”) with 8.0% original issue discount and received $5,000,000 in cash. The Company used the net proceeds from the 3i HUSA Convertible\nNote, together with cash on hand, to finance the acquisition of a 25-acre site in Baytown, Texas.\n\n \n\nDuring\nthe year ended December 31, 2025, the Company made prepayments on the 3i HUSA Convertible Note using proceeds from its\nequity line of credit, registered direct offerings, and proceeds from the issuance of debt to Bower Family Holdings, LLC\n(“BFH”), a related party. The Company fully extinguished the remaining principal balance of the 3i HUSA Convertible Note\nduring the fourth quarter of 2025. Total cash payments made during the year ended December 31, 2025 amounted to $5,994,139.\n\n \n\nAs\na result of these prepayments and the extinguishment of the debt, the Company recognized a total loss on debt extinguishment of $880,379\nin the consolidated statements of operations for the year ended December 31, 2025. This loss consisted of the write-off of\nunamortized debt discount of $321,023 and prepayment premiums of $559,356.\n\n \n\nDuring\nthe year ended December 31, 2025, the Company recognized interest expense of $225,600 related to the 3i HUSA Convertible Note,\nwhich included $113,760 attributable to the amortization of the debt discount.\n\n \n\nF-25\n\n \n\n* *\n\n*BFH\nHUSA Note Payable – Related Party*\n\n* *\n\nOn\nNovember 12, 2025, in exchange for BFH (a related party) paying $3,500,000 to prepay, on behalf of the Company, a portion of the 3i\nHUSA Convertible Note per contractual terms of the 3i HUSA Convertible Note, the Company issued to BFH a new senior secured note in the\noriginal principal amount of $3,500,000 (the “BFH HUSA Note”).\n\n \n\nThe\nBFH HUSA Note bears interest at 7.0% per annum and has a stated maturity date 12 months from the date of issuance, unless earlier prepaid\nin accordance with its terms. Repayment is required to be made in cash on the maturity date. While any portion of the BFH HUSA Note is\noutstanding, if the Company carries out any subsequent placements, the Company would be required to first use 40.0% of the net proceeds\nto repay 105% of the outstanding balance of the BFH HUSA Note in cash plus accrued and unpaid charges (if any). Accumulated interest\nis required to be paid in cash on a quarterly basis. \n\n \n\nIn\nthe event of a change of control, the Company is required to prepay 100.0% of the aggregate outstanding amount of the BFH HUSA Note plus\nthe make-whole amount in cash upon closing of the change of control transaction. The BFH HUSA Note is subject to customary Events of\nDefault. In the event of a default, interest will accrue at the lesser of 18.0% per annum or the maximum legal rate. \n\n \n\nThe\nBFH HUSA Note is secured by a first-priority lien on the land acquired by the Company in Baytown, Texas. The lien established under this\nagreement is pari passu in priority with any existing debt obligations.\n\n \n\nDuring\nthe year ended December 31, 2025, the Company accrued interest payable of $33,562 in respect of this loan.\n\n \n\nAs\nof December 31, 2025, the balance of the outstanding BFH HUSA Note, together with accrued interest, was \n$3,533,562\nand the effective annual interest yield on this note was 7%. \n\n \n\n**NOTE\n13 - LEASES**\n\n** **\n\nEffective\nAugust 27, 2025, the Company entered into a triple net lease for approximately 1,413\nsquare feet of office space in Houston, Texas. The lease commenced October 1, 2025, and expires on February\n28, 2031.\n\n \n\nThe\nCompany has elected the practical expedient under ASC 842 not\nto separate lease and non-lease components for its office facility lease. The Company’s facility\nlease is a triple-net lease under which the non-lease components, consisting of operating expense reimbursements, are variable in nature\nand are expensed as incurred. Only fixed lease payments are included in the measurement of the lease liability and right-of-use asset.\n\n \n\nUnder\nthe terms of the lease, all of the non-lease components are variable in nature, not fixed. The triple net operating expense\nreimbursements (tenant’s proportionate share of real estate taxes, insurance, CAM, etc.) are estimated monthly at\napproximately $1,983,\nbut that amount is subject to periodic adjustment and annual true-up to actual landlord costs. Because these amounts fluctuate based\non actual costs rather than being fixed in the agreement or tied to a stated index at commencement, they are variable payments\nexcluded from lease payments under ASC 842-10-30-6 and are expensed as incurred. The parking obligation is similarly variable as the\nlease states the rate is “such amounts as may be charged by Landlord from time to time.” As a result, the only amounts\nincluded in the lease liability and ROU asset measurement are the fixed base rent payments ($3,768\nescalating to $4,160),\nreflecting an initial 5-month abatement period.\n\n \n\nThe\nCompany’s operating ROU asset and lease liability in respect of this property was as follows:\n\n \n\nSCHEDULE\nOF OPERATING RIGHT OF USE ASSET AND LEASE LIABILITY\n\n  \n\nAs of December 31, 2025\n \n\nOperating lease ROU asset \n$150,189 \n\nOperating lease liability, current \n$14,197 \n\nOperating lease liability, long-term \n$146,942 \n\n  \n   \n\nRemaining lease term \n 5.2 years \n\nDiscount rate \n 15%\n\n \n\nCash\npaid during the year for amounts included in the measurement of lease liabilities is as follows:\n\n \n\nSCHEDULE OF MEASUREMENT OF LEASE LIABILITIES \n\n \n  \nDecember 31, 2025 \n \nDecember 31, 2024\n \n\n \n  \nFor the Years Ended\n\n \n  \nDecember 31, 2025 \n \nDecember 31, 2024\n \n\nCash paid for operating lease\n $\n- \n$\n-\n \n\n \n\nF-26\n\n \n\n \n\nFuture\nannual minimum under non-cancellable operating leases as of December 31, 2025, are as follows:\n\n \n\nSCHEDULE\nOF FUTURE ANNUAL MINIMUM UNDER NON-CANCELLABLE OPERATING LEASES\n\nYears ended December 31, \n  \n\n2026 \n$37,906 \n\n2027 \n 46,351 \n\n2028 \n 47,278 \n\n2029 \n 48,223 \n\n2030 \n 49,188 \n\nThereafter \n 8,320 \n\nTotal minimum lease payments \n 237,266 \n\nLess imputed interest \n (76,127)\n\nPresent value of minimum lease payments \n$161,139 \n\n** **\n\n**NOTE\n14 – ASSET RETIREMENT OBLIGATIONS**\n\n \n\nThe\nfollowing table presents changes in the Company’s ARO during each of the years ended December 31, 2025,\nand 2024:\n\nSCHEDULE OF CHANGES IN OUR ASSET RETIREMENT LIABILITY  \n\n  \nDecember 31, \n\n  \n2025  \n2024 \n\n  \n   \n  \n\nARO liability at January 1 \n$-  \n$- \n\nAdditions from Share Exchange \n 32,248  \n - \n\nLiabilities settled \n -  \n - \n\nChanges in estimates \n -  \n - \n\nAccretion expense \n -  \n - \n\n  \n    \n   \n\nARO liability at December 31 \n$32,248  \n$- \n\n \n\n**NOTE\n15 – WARRANT LIABILITIES**\n\n** **\n\nEffective\nNovember 7, 2022, AGIG issued the $5,000,000 *AGIG\nConvertible Note*. As part of the funding agreement the Company agreed that, in the event of a Next Round Funding, the Company would\nissue a warrant with a term of 5 years\nto the lender to purchase $5,000,000\nworth of the securities issued in the Next Round Funding with\nan exercise price equivalent to 80%\nof the price paid by investors in the Next Round Funding.\n\n \n\nThe\nCompany evaluated the warrants as either equity-classified or liability-classified instruments based on an assessment of the\nspecific terms of the warrants and applicable authoritative guidance from ASC 480 and ASC 815-40. The Company determined the\nwarrants failed the indexation guidance under ASC 815-40, as they contain provisions that provide note holders with rights to a\nvariable number of shares based on future financing terms. Specifically, should AGIG, undertake a Next Round Funding before the\nmaturity date, the note holder will receive equity warrants to purchase securities issued in the Next Round Funding at an aggregate\nvalue of $5,000,000,\nwith an exercise price equal to 80%\nof the price paid by investors in the offering. This embedded feature represents a deemed redemption feature due to the substantial\npremium received by the note holder. As a result, the Company concluded that the redemption features require bifurcation from the\nconvertible note and subsequent accounting as a freestanding warrant liability in accordance with ASC 815-40. The warrants had a\nfair value of $1,866,243\non issuance and were classified as liabilities with a corresponding decrease to the AGIG Convertible Note outstanding balance of\n$5,000,000 as a discount\nresulting in Debt Net of Discount Balance of $3,133,757.\nThis discount was recognized over the initial one-year term of the AGIG Convertible Note as interest expense to par using the\neffective interest method as noted above. The effective interest rate was 42.10%.\nThe debt discount had been fully amortized during the financial year ended December 31, 2025\n\n \n\nF-27\n\n \n\n \n\nAccordingly,\npursuant to ASC 815-40, the Company recorded the fair value of the warrants as a liability upon issuance and marked to market each reporting\nperiod in the Company’s consolidated statement of operations until their exercise or expiration.\n\n \n\nThe\nestimated fair value of the warrants was calculated using the Black Scholes model with the assumptions set out below, weighted for management’s\nestimate of the probability of a Next Round Funding being completed and discounted back to the valuation date using estimated venture\ncapital rates of return.\n\n \n\n SCHEDULE\nOF FAIR VALUE WARRANT\n\n  \nDecember 31, \n\nInput \n2025  \n2024 \n\nExpected term \n5 years  \n5 years \n\nPrincipal \n 5,000,000  \n 5,000,000 \n\nExercise price \n 4,000,000  \n 4,000,000 \n\nVolatility \n 70.9% \n 74.50%\n\nDividend yield \n 0% \n 0%\n\nRisk free rate of return \n 3.60% \n 4.3%\n\nEstimated probability of occurrence of a Next Round Funding \n 0% \n 2%\n\nEstimated venture capital rates of return \n 77.2% \n 30%\n\n \n\nThe\ncompletion of the Share Exchange on July 1, 2025, has allowed the Company to access capital markets as evidenced in the Equity Line of Credit Agreements\nand Convertible Note. Consequently, effective June 30, 2025, AGIG estimated the ongoing probability of the occurrence of a Next Round\nFunding as remote and accordingly the estimated fair value of the warrants was determined to be $0 on an ongoing basis.\n\n \n\n*AGIG\nPlastics to Liquids LLC *\n\n \n\nEffective\nSeptember 24, 2021, AGIG Plastics to Liquids LLC, a wholly owned subsidiary of AGIG, entered into a technology license and services agreement\nwith a third-party technology provider. As part of the agreement, AGIG Plastics to Liquids LLC issued a warrant to the licensor to acquire\nthe number of membership units in AGIG Plastics to Liquids LLC equivalent to 1.5% of its fully diluted capitalization. The warrant has\nan exercise price of $0.01 per membership unit, a term of 10 years and is exercisable in the event of a change of control or public listing\nof AGIG Plastics to Liquids LLC or its parent. \n\n \n\nThe\nCompany evaluated the warrants as either equity-classified or liability-classified instruments based on an assessment of the specific\nterms of the warrants and applicable authoritative guidance from ASC 480 and ASC 815-40. The Company determined the warrants failed the\nindexation guidance under ASC 815-40, as they contain provisions that provide note holders with rights to a variable number of shares.\nAccordingly, pursuant to ASC 815-40, the Company recorded the fair value of the warrants as a liability upon issuance and marked to market\neach reporting period in the Company’s consolidated statements of operations until their exercise or expiration. However, no fair\nvalue has been assigned to these warrants as AGIG Plastics to Liquids LLC has no equity, no planned operations, and consequently only\nnominal projected value.\n\n \n\nEffective\nJuly 1, 2025, upon the completion of the Share Exchange, this warrant became exercisable and membership units representing 1.5%\nof AGIG Plastics to Liquids LLC fully diluted capitalization were issued to the warrant holder.\n\n** **\n\n**NOTE\n16 - FAIR VALUE MEASUREMENTS**\n\n** **\n\nThe\ncarrying amounts of financial assets and liabilities, such as cash and cash equivalents, government grant receivables, prepaid expenses\nand other current assets, accounts payable and accrued expenses approximate fair value given the short-term nature of these instruments.\n\n \n\nThe\ncarrying amounts of the Company’s notes payable approximate their fair values as they bear prevailing market interest rates.\n\n \n\n**Recurring\nFair Value Measurements**\n\n \n\nThe\nfair value of financial instruments measured on a recurring basis as of December 31, 2025 and 2024 consisted of the following:\n\n \n\nSCHEDULE\nOF FAIR VALUE OF FINANCIAL INSTRUMENTS MEASURED ON RECURRING BASIS\n\nDescription \n **Level 1**  \n **Level 2**  \n **Level 3**  \n \n**Total**\n\n**December 31, 2025**\n \n\nWarrant liabilities \n$-  \n$-  \n$-  \n$- \n\n \n\n**Description** \nLevel 1  \nLevel 2  \nLevel 3  \n\n**Total**\n\n**December 31, 2024**\n \n\nWarrant liabilities \n$-  \n$-  \n$45,965  \n$45,965 \n\n \n\nF-28\n\n \n\n \n\nThe\nchanges in the fair value of the warrant liabilities for the years ended December 31, 2025 and 2024 are summarized as follows:\n\n \n\n SCHEDULE\nOF CHANGES IN THE FAIR VALUE OF WARRANT LIABILITIES\n\nFair value at issuance January 1, 2024 \n$2,130,115 \n\nChange in fair value of warrant liabilities \n (2,084,150)\n\nFair value at December 31, 2024 \n 45,965 \n\nChange in fair value of warrant liabilities \n (45,965)\n\nFair value at December 31, 2025 \n$- \n\n \n\n**Non-recurring\nFair Value Measurements**\n\n \n\nCertain\nassets, including long-lived assets and certain financial instruments, are measured at fair value on a non-recurring basis if it is determined\nthat impairment indicators are present using Level 3 inputs.\n\n \n\nDuring\nthe year ended December 31, 2025 and 2024, the Company recorded impairments of $1,115,000 and $1,000,000, respectively, related to technology\nlicense.\n\n \n\nDuring\nthe year ended December 31, 2025, the Company recorded impairments of $431,900 related to its oil and gas properties.\n\n \n\n**NOTE\n17 - COMMITMENTS AND CONTINGENCIES**\n\n \n\nFrom\ntime to time, the Company may become involved in various legal disputes in the normal course of business. While management cannot predict\nthe outcome of these proceedings with certainty, management does not believe that an adverse result in any pending legal or regulatory\nproceeding, individually or in the aggregate, would be material to the Company’s financial position, results of operations or cash\nflows. Management is not aware of any adversarial legal proceedings against the Company during the years ended December 31, 2025 and\n2024 or pending as at December 31, 2025.\n\n \n\nFrom\ntime to time, in the normal course of its operations, the Company is subject to litigation of matters and claims. Litigation can be expensive\nand disruptive to normal business operations. Moreover, the results of complex legal proceedings are difficult to predict, and the Company’s\nview of these matters may change in the future as the litigation and events related thereto unfold. The Company expenses legal fees as\nincurred. The Company records a liability for contingent losses when it is both probable that a liability has been incurred, and the amount\nof the loss is known. An unfavorable outcome to any legal matter, if material, could have an adverse effect on the Company’s operations\nor its financial position, liquidity or results of operations.\n\n** **\n\n**NOTE\n18 - CAPITAL STOCK**\n\n** **\n\n*Reverse\nStock Split*\n\n \n\nOn\nJune 6, 2025. the Company effected a 1-for-10 reverse stock split (the “Reverse Stock Split”) of all outstanding shares of\nits Common Stock, $0.0001 par value per share.\n\n \n\nAll\nCommon Stock, warrants, options and per share amounts set forth herein are presented to give retroactive effect to the Reverse Split\nfor all periods presented.\n\n \n\n*Capital\nContributions*\n\n* *\n\nDuring\nthe years ended December 31, 2025 and 2024, the Company’s controlling shareholder, made capital contributions of\n$941,375 and $2,395,100, respectively.\nThese cash contributions were made to support the working capital need of the Company and were made prior to the completion of the\nShare Exchange.\n\n \n\nIn\nconnection with the Share Exchange described in *Note 4 Acquisition* above, the Company incurred a success fee of $12,390,253.\nThis fee was paid by the Company’s controlling shareholder using shares of the Company’s Common Stock that was owned by\nthe controlling shareholder and is therefore treated as a capital contribution.\n\n \n\nF-29\n\n \n\n \n\n*ELOC\nAgreement*\n\n \n\nOn\nJuly 10, 2025, the Company entered into the ELOC Agreement with an institutional\ninvestor (“ELOC Investor”), providing for a 24-month committed equity financing facility, pursuant to\nwhich the ELOC Investor has committed to purchase, at the Company’s direction in its sole discretion, up to an aggregate\nof $100,000,000\nof Common Stock, subject to certain limitations set forth in the ELOC Agreement. \n\n \n\nThe\npurchase price per share is equal to 96% of the lowest daily volume-weighted average price during a specified measurement period\nfollowing each purchase notice. The Company may issue up to 10,000,000\nshares of Common Stock (exclusive of the commitment shares issued pursuant to the ELOC Agreement described\nbelow) under the ELOC, subject to a (i) 9.99% beneficial ownership cap, and (ii) a 19.99% exchange cap, unless\nshareholder approval is obtained or sales are made at or above the minimum price as defined by NYSE American\nrules. \n\n \n\nAs\nconsideration for the ELOC Investors commitment, the Company agreed to issue a total of 300,000\nshares of Common Stock as a commitment fee, consisting of 156,000\nshares of Common Stock issued at closing and 144,000\nshares of Common Stock issued upon the effectiveness of the registration statement registering all shares of Common Stock\nissuable pursuant to the ELOC. The value of these shares at the time of issue was $3,342,000.\nThis amount has been recognized in the statement of operations for the year ended December 31, 2025. The Company also entered into a\nregistration rights agreement requiring it to file and maintain an effective resale registration statement for such shares\nissued under the ELOC. \n\n \n\nThe\nELOC Agreement may be terminated by the Company at any time after commencement, provided the commitment fee and legal fees have been\npaid. The agreement automatically terminates upon the earlier of (i) full drawdown, (ii) expiration of the 24-month term, (iii) delisting,\nor (iv) bankruptcy events.\n\n \n\nDuring\nthe year ended December 31, 2025, the Company issued 646,149\nshares of Common Stock under the ELOC Agreement, for total gross proceeds of $3,925,972.\n\n \n\nThe\nCompany engaged Univest Securities LLC as a placement agent and agreed to pay a cash fee equal to 1.5% of the gross funding amount for\neach drawdown.\n\n* *\n\n*Shares\nIssued for Cash Consideration*\n\n* *\n\nOn\nNovember 21, 2025, the Company completed a registered direct offering with certain investors, issuing 2,285,715 shares of its Common Stock\nat $3.50 per share for net cash consideration of $7,368,902.\n\n \n\n**NOTE\n19 – EQUITY COMPENSATION**\n\n \n\nPrior\nto the Share Exchange, the Company had no equity incentive plans in place.\n\n \n\nEffective\nJuly 1, 2025, upon the completion of the Share Exchange, the legacy HUSA entity had the following equity incentive plans in place:\n\n \n\nThe\nHouston American Energy Corp. 2008 Equity Incentive Plan (the “2008 Plan”). The terms of the 2008 Plan, as amended in 2012\nand 2013, allowed for the issuance of up to 48,000 shares of the Company’s common stock pursuant to the grant of stock options\nand restricted stock. This plan has now expired.\n\n \n\nThe\nHouston American Energy Corp. 2017 Equity Incentive Plan (the “2017 Plan”). The terms of the 2017 Plan allow for the issuance\nof up to 40,000 shares of the Company’s common stock pursuant to the grant of stock options and restricted stock. Persons eligible\nto participate in the Plans are key employees, consultants and directors of the Company.\n\n \n\nThe\nHouston American Energy 2021 Equity Incentive Plan (the “2021 Plan” and, together with the 2008 Plan and the 2017 Plan, the\n“Plans”). allows for the issuance of up to 50,000 shares of the Company’s common stock pursuant\nto the grant of stock options and restricted stock. Persons eligible to participate in the Plans are key employees, consultants and directors\nof the Company\n\n \n\nEffective\nOctober 9, 2025, the Company adopted the Houston American Energy Corp. 2025 Equity Incentive Plan (the “2025 Plan”).\nThe terms of the 2025 Plan allow for the issuance of up to 750,000 shares of the Company’s common stock pursuant to the grant of\nstock options, stock appreciation rights, restricted stock awards, restricted stock units and other stock-based awards. Persons eligible\nto participate in the 2025 Plan are key employees, consultants and directors of the Company. ****\n\n** **\n\nAs\nof December 31, 2025, there were 630,000 shares of common stock available for issuance pursuant to future stock or option grants under\nthe 2025 Plan and no further shares of common stock available for issuance pursuant to future stock or option grants under the 2017 and 2021\nPlans.\n\n \n\nF-30\n\n \n\n \n\n*Stock\nOptions Issued and Outstanding*\n\n \n\nOption activity under the legacy HUSA Equity Plans since the\nShare Exchange is presented in the table below:\n\n SCHEDULE\nOF OPTION ACTIVITY\n\n  \nNumber of Options  \nWeighted Average Exercise Price  \nWeighted Average Remaining Contractual Term  \nAggregate Intrinsic Value \n\n  \n   \n   \n   \n  \n\nOutstanding, December 31, 2023 \n -  \n$-  \n-  \n$- \n\nGranted \n -  \n -  \n -  \n - \n\nExercised \n -  \n -  \n -  \n - \n\nForfeited \n -  \n -  \n -  \n - \n\nExpired \n -  \n -  \n -  \n - \n\nOutstanding, December 31, 2024 \n -  \n -  \n -  \n - \n\nAcquired in Share Exchange \n 87,274  \n 19.26  \n 6.1  \n  \n\nExercised \n -  \n -  \n -  \n - \n\nForfeited \n -  \n -  \n -  \n - \n\nExpired \n -  \n -  \n -  \n - \n\nOutstanding, December 31, 2025 \n 87,274  \n$19.26  \n 5.6  \n$- \n\nExercisable, December 31, 2025 \n 80,961  \n$20.22  \n 5.3  \n$- \n\n \n\nA\nsummary of non-vested non-qualified stock options activity under the legacy HUSA Equity Plans since the Share Exchange is presented\nin the table below:\n\n \n\nSUMMARY OF NON-VESTED STOCK OPTIONS ACTIVITY FOR EMPLOYEES AND CONSULTANTS \n\n  \nNumber of Options  \nWeighted Average Grant-Date Fair Value  \nAggregate Intrinsic Value  \nGrant-Date Fair Value \n\n  \n   \n   \n   \n  \n\nNonvested, December 31, 2023 \n -  \n$-  \n$-  \n$- \n\nGranted \n -  \n -  \n -  \n - \n\nVested \n -  \n -  \n -  \n - \n\nForfeited \n -  \n -  \n -  \n - \n\nExpired \n -  \n -  \n -  \n - \n\nNonvested, December 31, 2024 \n -  \n -  \n -  \n - \n\nAcquired In Share Exchange \n 10,886  \n 9.83  \n -  \n 106,974 \n\nVested \n (4,573) \n 13.50  \n -  \n (61,727)\n\nForfeited \n -  \n -  \n -  \n - \n\nExpired \n -  \n -  \n -  \n - \n\nNonvested, December 31, 2025 \n 6,313  \n$7.17  \n$-  \n$45,247 \n\n \n\nThe\naggregate intrinsic value for the stock options outstanding and exercisable as of December 31, 2025, was zero because these options were\nout of the money on December 31, 2025.\n\n \n\nAs of December 31, 2025, there was $9,039 of unrecognized\nstock-based compensation expense related to non-vested stock options.\n\n \n\n*Share awards*\n\n* *\n\nEffective June 27, 2025, the HUSA Board of\nDirectors approved the issuance of 120,000\nshares of Common Stock to the legacy executive officers, directors and employees of HUSA, subject to shareholder approval. Effective\nSeptember 8, 2025, the share issuance was approved by written consent of the Company’s controlling shareholder and the Company\nrecognized stock-based compensation of $786,000\nwhich has been recognized in general and administrative expenses in its statement of operations based on the Company’s closing\nshare price of $6.55 at the date of\napproval.\n\n \n\n*Accrued Stock Bonuses*\n\n \n\nDuring the year ended December 31, 2025, the\nCompany accrued $553,230\nin general and administrative expenses in its statement of operations in respect of stock bonuses to be paid to directors and\ncertain consultants for their work for the Company during the course of the year. As the bonuses were not finalized or communicated\nto the individuals concerned prior to the year end, no issuance of stock was recorded prior to the end of the year.\n\n \n\n*Restricted Stock / Option Awards*\n\n* *\n\nEffective August 1, 2025, the Board authorized\nthe issuance of $80,000\nof restricted stock or options awards to four directors as part of their annual compensation and a further $60,000\nof restricted stock or options awards to two of these four directors as a signing on fee. The restricted stock or options awards were to\nvest over a 12-month period and were subject to the approval of the 2025 Plan.\nAs the approval of the 2025 Plan by the Company’s controlling shareholder was considered to be perfunctory, the Company began\naccruing for the compensation expense associated with these awards over their 12-month\nvesting period on a straight-line basis commencing August 1, 2025. As of December 31, 2025, stock compensation of $183,333\nhad been recognized in respect of these restricted stock or options awards and there was a balance of $256,667\nunvested stock compensation to be recognized through July 31, 2026. The terms of the awards were not finalized prior to December 31,\n2025\n\n \n\nF-31\n\n \n\n \n\n**NOTE\n20 – WARRANTS ACCOUNTED FOR AS EQUITY**\n\n** **\n\n*Bridge\nLoan Warrants*\n\n \n\nAs\npart of the Share Exchange, the Company acquired a number of warrants that had been issued in conjunction with a bridge loan in the Company before the Share Exchange occurred.\nSuch warrants are exercisable, for a period of ten years, expiring September 18, 2029, to purchase an aggregate of 9,440 shares\nof Common Stock of the Company at $24.63 per share.\n\n \n\n*Placement\nWarrants*\n\n \n\nOn\nNovember 21, 2025, the Company completed a registered direct offering with certain investors, issuing 2,285,715\nshares of its Common Stock at $3.50\nper share. In connection with the offering, the Company engaged\nA.G.P./Alliance Global Partners (the “Placement Agent”) to act as exclusive Placement Agent in connection with the offering.\nPursuant to the Placement Agent Agreement, in addition to a fixed fee based on gross proceeds, the\nPlacement Agent was issued a common stock purchase warrant to purchase 2.0% of the securities sold at an exercise price of 110% of the\noffering price (the Common Stock Purchase Warrant”), which resulted in a Common Stock Purchase Warrant exercisable for 45,714\nshares\nof the Company’s Common Stock. The Common Stock\nPurchase Warrant is exercisable at any time, has a five (5)-year\nterm and an exercise price of $3.85\nper share. The Common Stock Purchase Warrant\nhas an aggregate fair value of $63,542\nthat was determined using the Black-Scholes pricing model with\nthe following assumptions: 57%\nvolatility, risk free interest rate of 3.59%,\nan expected life of five\nyears and no\ndividend. The aggregate fair market value of the Common Stock\nPurchase Warrant was recorded as an offset to gross proceeds of the Offering and an increase to additional paid-in capital.\n\n \n\nA\nsummary of warrant activity and related information for the years ended December 31, 2025 and 2024 is presented below:\n\n \n\nSUMMARY OF WARRANT ACTIVITY  \n\n  \nWarrants  \nWeighted-Average\nExercise Price  \nWeighted Average Remaining Contractual Term in Years  \nAggregate\nIntrinsic Value \n\n  \n   \n   \n   \n  \n\nOutstanding at December 31, 2023 \n -  \n$-  \n$-  \n$- \n\nIssued \n -  \n -  \n -  \n - \n\nExercised \n -  \n -  \n -  \n - \n\nExpired \n -  \n -  \n -  \n - \n\nOutstanding at December 31, 2024 \n -  \n -  \n -  \n - \n\nAcquired on Share Exchange \n 9,440  \n 24.63  \n 4.2  \n - \n\nIssued \n 45,714  \n 3.85  \n 5.0  \n - \n\nExercised \n -  \n -  \n -  \n - \n\nExpired \n -  \n -  \n -  \n - \n\nOutstanding at December 31, 2025 \n 55,154  \n$7.41  \n 4.7  \n$- \n\nExercisable at December 31, 2025 \n 55,154  \n$7.41  \n 4.7  \n$- \n\n \n\nThe aggregate intrinsic\nvalue for the warrants outstanding and exercisable as of December 31, 2025 was zero because these warrants were out of the money on December\n31, 2025.\n\n \n\n**NOTE\n21 – NONCONTROLLING INTEREST IN CONSOLIDATED SUBSIDIARIES**\n\n \n\n**Abundia\nBiomass to Liquids Ltd**\n\n** **\n\nFrom\nthe date of its formation, Abundia Biomass to Liquids Ltd was owned 77.5% by the Company and 22.5% by a former officer of the Company.\n\n \n\nEffective\nOctober 26, 2025, the noncontrolling interest in Abundia Biomass to Liquids Ltd was cancelled with the consent of the former officer of the Company as part of his separation agreement with the Company.\n\n \n\nIn\naccordance with ASC 810-10-45-23*,* upon the termination of the noncontrolling interest, the $33,599 balance of the accumulated\ndeficit relating to the noncontrolling interest was transferred to additional paid in capital.\n\n \n\nF-32\n\n \n\n \n\n**AGIG\nPlastics to Liquids LLC **\n\n \n\nFrom\nthe date of its formation Abundia Plastics to Liquids LLC was owned 100% by the Company.\n\n \n\nEffective\nJuly 1, 2025, following the Share Exchange, a warrant issued to one of our technology providers vested and was exercised resulting\nin the technology provider becoming a 1.5%\ninterest holder in Abundia Plastics to Liquids LLC.\n\n \n\nSince\nformation, Abundia Plastics to Liquids LLC has not recognized any income or incurred any expenses and has had no net assets.\n\n \n\nAccordingly,\nthe non-controlling interest in Abundia Plastics to Liquids LLC has no value at this time.\n\n** **\n\n**NOTE\n22 – LOSS PER COMMON SHARE**\n\n \n\nLoss per common share-basic is calculated by dividing net loss by the weighted average number of shares of Common Stock outstanding\nduring the period. Net loss per common share-diluted assumes the conversion of all potentially dilutive securities and is calculated\nby dividing net loss by the sum of the weighted average number of shares of common stock, as defined above, outstanding plus\npotentially dilutive securities. Net income per common share-diluted considers the impact of potentially dilutive securities. In periods in which the Company reports a net loss, dilutive securities are excluded from the calculation of diluted net loss per share\namounts as the effect would be anti-dilutive.\n\n \n\nThe\ndilutive effect of convertible securities is calculated using the “if-converted method.” Under the if-converted method, securities\nare assumed to be converted at the beginning of the period, and the resulting shares of common stock are included in the denominator\nof the diluted calculation for the entire period being presented.\n\n \n\nThe\nCompany analyzed the potential dilutive effect of all its agreements; however, for periods presented, the Company reported a net\nloss. As a result, all potentially dilutive securities were\nanti-dilutive and therefore excluded from the computation of diluted net loss per share.\n\n \n\nThe\ncalculation of loss per common share for the periods indicated below were as follows:\n\n \n\nSCHEDULE\nOF EARNINGS (LOSS) PER COMMON SHARE \n\n  \n2025  \n2024 \n\n  \nYear Ended December 31, \n\n  \n2025  \n2024 \n\nNumerator: \n    \n   \n\nNet loss attributable to AGIG \n$(29,452,289) \n (3,608,349)\n\n  \n    \n   \n\nEffect of common stock equivalents \n -  \n - \n\n  \n    \n   \n\nNet loss adjusted for common stock equivalents \n$(29,452,289) \n (3,608,349)\n\n  \n    \n   \n\nDenominator: \n    \n   \n\nWeighted average common shares - basic \n 32,847,237  \n 31,778,032 \n\n  \n    \n   \n\nDilutive effect of common stock equivalents: \n    \n   \n\nOptions and warrants \n -  \n - \n\n  \n    \n   \n\nDenominator: \n    \n   \n\nWeighted average common shares - diluted \n 32,847,237  \n 31,778,032 \n\n  \n    \n   \n\nLoss per common share - basic \n$(0.90) \n (0.11)\n\n  \n    \n   \n\nLoss per common share - diluted \n$(0.90) \n (0.11)\n\n \n\nF-33\n\n \n\n \n\nFor\nthe years ended December 31, 2025, and 2024, the following warrants and options to purchase shares of common stock were excluded from\nthe computation of diluted net loss per common share, as the inclusion of such shares would be anti-dilutive:\n\n \n\nSCHEDULE OF COMPUTATION OF DILUTED NET LOSS PER SHARE  \n\n  \n2025  \n2024 \n\n  \nYear Ended December 31, \n\n  \n2025  \n2024 \n\nStock warrants \n 55,154  \n - \n\nStock options \n 87,274  \n - \n\nApproved share awards \n 120,000  \n - \n\nTotal \n 262,428  \n - \n\n \n\n **NOTE\n23 – INCOME TAXES**\n\n** **\n\nPrior\nto the Share Exchange effective July 1, 2025, the Company was taxed in the US as a partnership for federal and state tax purposes with\nall tax benefits or liabilities of its operations passing through to its members. Accordingly, the Company itself did not recognize\nany tax benefits or liabilities in its financial statements in respect of its operations. Subsequent to the Share Exchange, effective July 1, 2025, the Company is a taxable corporation.\n\n \n\nDuring\nthe years ended December 31, 2025 and 2024, the Company’s net loss before income taxes of $29,460,935 and\n$3,621,948,\nrespectively, includes a US component of loss from\noperations before income taxes of $27,819,707 and\n$3,081,772,\nrespectively. It also includes a foreign component\ncomprised of loss from operations before income taxes of $1,641,228 and\n$540,176 respectively.\n\n \n\nA\nreconciliation of the federal statutory rate of 21% to the effective tax rate for income from continuing operations before income taxes\nis as follows in accordance with the prospective adoption of ASU 2023-09, which became effective in the year ended December 31, 2025.\n\n \n\n* *SCHEDULE\nOF STATUTORY INCOME TAX RATE\n\nRate Reconciliation \nTax Effected  \nRate \n\nRate Reconciliation \nTax Effected  \nRate \n\n  \n   \n  \n\nU.S. Federal Statutory Income Tax \n$(6,186,797) \n 21.00%\n\nState Tax \n -  \n 0.00%\n\nForeign Tax Effects \n    \n   \n\nForeign Rate Differential \n 111,859  \n (0.38)%\n\nChange In Valuation Allowance \n 232,799  \n (0.79)%\n\nNontaxable and Nondeductible Items: \n    \n   \n\nTransaction Costs \n 780,586  \n (2.65)%\n\nOther \n 771  \n 0.00%\n\nOther Reconciling Items: \n    \n   \n\nPartnership Rate Differential \n 329,636  \n (1.12)%\n\nOther Deferred Adjustment \n (211,384) \n 0.72%\n\nChange In Valuation Allowance \n 4,942,530  \n (16.78)%\n\n  \n    \n   \n\nEffective Tax Rate \n$- \n -%\n\n \n\nThe\ntax effects of the temporary differences between financial statement income and taxable income are recognized as a deferred tax asset\nand liabilities. Significant components of the deferred tax asset and liability as of December 31, 2025 and 2024 are set out below.\n\n \n\n SIGNIFICANT\nCOMPONENTS OF DEFERRED TAX ASSET AND LIABILITY \n\nDeferred Tax Assets \n2025 \n\n  \n  \n\n174 Costs \n$198,055 \n\nStock Compensation \n 726,151 \n\nLease Liability \n 33,839 \n\nDebt Issuance Costs \n 526,365 \n\nDepletion \n \n919,816\n \n\nNet Operating Losses \n 8,380,015 \n\nTotal Assets \n 10,784,241 \n\nLess Valuation Allowance \n (10,752,701)\n\nNet Assets \n 31,540\n\n  \n   \n\nDeferred Tax Liabilities \n   \n\nRight of Use Asset \n (31,540)\n\nTotal Liabilities \n (31,540)\n\n  \n   \n\nTotal at December 31, 2025 \n$- \n\n \n\nAs\nof December 31, 2025, the Company had federal net operating loss carryforwards of $36,715,325 and foreign net operating loss carryforwards\nof $5,009,092. There was no benefit or expense for income taxes recorded on NOLs during the year ended December 31, 2025, due to the valuation\nallowance. The Company’s federal net operating loss carryforwards will begin to expire in the tax years ending December 31, 2032,\nand the foreign losses can be carried forward indefinitely.\n\n \n\nThe\nCompany establishes a valuation allowance, if based on the weight of available evidence, it is more likely than not that some portion\nor all of the deferred tax assets will not be realized. Tax benefits of operating losses and other deferred tax assets are evaluated\non an ongoing basis, including a review of historical and projected future operating results, the eligible carryforward period, and other\ncircumstances. As a result of this evaluation, the Company has established a valuation allowance against its net deferred tax asset.\n\n \n\nAs\nof December 31, 2025, the Company did not have any gross unrecognized tax benefits which would have an impact on the Company’s\neffective income tax rate, if recognized.\n\n \n\n**NOTE 24—GEOGRAPHICAL INFORMATION**\n\n \n\nThe\nCompany currently only has operations in the United States. Revenues for the years ended December 31, 2025 and 2024 and long-lived\nassets as of December 31, 2025 and 2024 are presented below:\n\n \n\nSCHEDULE\nOF REVENUES AND LONG LIVED ASSETS ATTRIBUTABLE TO GEOGRAPHICAL AREA\n\n  \n2025  \n2024 \n\n  \nRevenues  \nLong Lived Assets, Net  \nRevenues  \nLong Lived Assets, Net \n\nTotal \n$410,632  \n$9,945,721  \n$-  \n$312 \n\n \n\n**NOTE\n25 - SUBSEQUENT EVENTS**\n\n****\n\n \n\n*Share\nIssuances*\n\n* *\n\nDuring\nthe period from December 31, 2025, through the date of issuance of these consolidated financial statements, the Company has issued 868,000\nshares of Common Stock under the ELOC Agreement, for total gross proceeds of $2,569,097.\n\n \n\nOn\nFebruary 23, 2026, the Company closed a registered direct offering pursuant to a securities purchase agreement, dated February 19,\n2026. In connection with such offering, the Company issued 4,134,175 shares\nof Common Stock and pre-funded warrants to purchase up to 1,800,543 shares\nof Common Stock at an exercise price of $0.001 per\nshare. These warrants were exercised on March 17, 2026. The offering generated gross proceeds of approximately $20.0 million,\nbefore deducting placement of agent fees and related offering costs.\n\n \n\n*Disputed Fees*\n\n* *\n\nOn February 24, 2026, A.G.P. / Alliance Global Partners\nasserted it was allegedly owed fees in the amount of $1.4 million in connection with a registered direct offering of the Company’s\nCommon Stock consummated on February 23, 2026, involving a certain investor which A.G.P. has claimed is subject to compensation under\ntail fee rights, pursuant to a Placement Agency Agreement, dated November 19, 2025 between the Company and A.G.P. The Company disputes\nsuch claim, and A.G.P. has not threatened litigation at this time. The Company believes the claim will most likely be settled outside\nof litigation and views the possibility of litigation as remote, although no assurances can be given in this regard. The amount of any\npotential settlement cannot be reasonably estimated at this time.\n\n* *\n\nF-34\n\n \n\n \n\n**NOTE\n26—SUPPLEMENTAL INFORMATION ON OIL AND GAS EXPLORATION, DEVELOPMENT AND PRODUCTION ACTIVITIES (UNAUDITED)**\n\n \n\nThis\nfootnote provides unaudited information required by FASB ASC Topic 932, *Extractive Activities—Oil and Gas*.\n\n \n\n**Geographical\nData**\n\n \n\nThe\nfollowing table shows the Company’s oil and gas revenues and lease operating expenses incurred in the United States\nfrom the date of the Share Exchange through December 31, 2025:\n\n SCHEDULE\nOF OIL AND GAS REVENUES AND LEASE OPERATING EXPENSES\n\n  \n\n**2025**\n\n \n  \n\n**2024**\n\n \n \n\nRevenues \n$410,632  \n$- \n\nProduction Cost \n$429,022  \n$- \n\n \n\n**Capital\nCosts**\n\n \n\nCapitalized\ncosts and accumulated depletion relating to the Company’s oil and gas producing activities as of December 31, 2025, all of which\nare onshore properties located in the United States are summarized below:\n\n \n\nCAPITALIZED\nCOSTS AND ACCUMULATED DEPLETION RELATING TO OIL AND GAS PRODUCTION ACTIVITIES \n\n  \nTotal \n\nUnproved properties not being amortized \n$- \n\nProved properties being amortized \n 1,362,250 \n\nAccumulated depletion and impairment \n (624,213)\n\n  \n   \n\nNet capitalized costs \n$738,037 \n\n \n\n**Amortization\nRate**\n\n \n\nThe\namortization rate per unit based on barrel of oil equivalents was $13.39 for the United States for the year ended December 31, 2025.\n\n \n\n**Reserve\nInformation and Related Standardized Measure of Discounted Future Net Cash Flows**\n\n \n\nThe\nunaudited supplemental information on oil and gas exploration and production activities has been presented in accordance with reserve\nestimation and disclosures rules issued by the SEC in 2008. Under those rules, average first-day-of-the-month price during the 12-month\nperiod before the end of the year are used when estimating whether reserve quantities are economical to produce. This same 12-month average\nprice is also used in calculating the aggregate amount of (and changes in) future cash inflows related to the standardized measure of\ndiscounted future net cash flows. The rules also allow for the use of reliable technology to estimate proved oil and gas reserves if\nthose technologies have been demonstrated to result in reliable conclusions about reserve volumes. The supplemental unaudited presentation\nof proved reserve quantities and related standardized measure of discounted future net cash flows provides estimates only and does not\npurport to reflect realizable values or fair market values of the Company’s reserves. Volumes reported for proved reserves are\nbased on reasonable estimates. These estimates are consistent with current knowledge of the characteristics and production history of\nthe reserves. The Company emphasizes that reserve estimates are inherently imprecise and that estimates of new discoveries are more imprecise\nthan those of producing oil and gas properties. Accordingly, significant changes to these estimates can be expected as future information\nbecomes available.\n\n \n\nF-35\n\n \n\n \n\nProved\nreserves are those estimated reserves of crude oil (including condensate and natural gas liquids) and natural gas that geological and\nengineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic\nand operating conditions. Proved developed reserves are those expected to be recovered through existing wells, equipment, and operating\nmethods.\n\n \n\nThe\nreserve estimates set forth below were prepared by Russell K. Hall and Associates, Inc. (“R.K. Hall”), utilizing reserve\ndefinitions and pricing requirements prescribed by the SEC. R.K. Hall is an independent professional engineering firm specializing in\nthe technical and financial evaluation of oil and gas assets. R.K. Hall’s report was conducted under the direction of Russell K.\nHall, founder and President of R.K. Hall. Mr. Hall holds a BS in Mechanical Engineering from the University of Oklahoma and is a registered\nprofessional engineer with more than 30 years of experience in reserve evaluation services. R.K. Hall and their respective employees\nhave no interest in the Company and were objective in determining the results of the Company’s reserves.\n\n \n\nTotal\nestimated proved developed, proved non-producing, and undeveloped reserves by product type and the changes therein are set forth below\nfor the years indicated.\n\n SCHEDULE\nOF PROVED DEVELOPED PROVED NON-PRODUCING AND UNDEVELOPED RESERVES\n\n  \nUnited States \n\n  \nGas (mcf)  \nOil (bbls)  \nNatural Gas Liquids (gallons) \n\nTotal proved reserves \n    \n    \n   \n\n  \n    \n   \n  \n\nBalance December 31, 2024 \n -  \n -  \n - \n\nAcquired in Share Exchange \n 418,190  \n 46,390  \n 1,462,250 \n\nRevisions to prior estimates \n 17,531  \n (7,547) \n 240,281 \n\nProduction \n (51,051) \n (5,853) \n (131,501)\n\n  \n    \n    \n   \n\nBalance December 31, 2025 \n 384,670  \n 32,990  \n 1,571,030 \n\n  \n    \n    \n   \n\nProved developed reserves at December 31, 2025 \n 384,670  \n 32,990  \n 1,571,030 \n\n  \n    \n    \n   \n\nProved undeveloped reserves \n -  \n -  \n - \n\n \n\nAs\nof December 31, 2025, the Company had no proved undeveloped (“PUD”) reserves and no reserves outside of the United States.\n\n \n\nThe\nstandardized measure of discounted future net cash flows relating to proved oil and gas reserves is computed using average first-day-of\nthe-month prices for oil and gas during the preceding 12-month period (with consideration of price changes only to the extent provided\nby contractual arrangements), applied to the estimated future production of proved oil and gas reserves, less estimated future expenditures\n(based on year-end costs) to be incurred in developing and producing the proved reserves, less estimated related future income tax expenses\n(based on year-end statutory tax rates, with consideration of future tax rates already legislated), and assuming continuation of existing\neconomic conditions. Future income tax expenses give effect to permanent differences and tax credits but do not reflect the impact of\ncontinuing operations including property acquisitions and exploration. The estimated future cash flows are then discounted using a rate\nof ten percent a year to reflect the estimated timing of the future cash flows.\n\n \n\nStandardized\nmeasure of discounted future net cash flows at December 31, 2025:\n\n \n\n SCHEDULE OF PROVED DEVELOPED AND\nUNDEVELOPED RESERVES BY PRODUCT TYPE\n\n  \nTotal \n\nFuture cash flows from sales of oil and gas \n$3,256,950 \n\nFuture production cost \n (944,770)\n\nFuture development cost \n (32,248)\n\nFuture net cash flows \n 2,279,932 \n\n10% annual discount for timing of cash flow \n (1,541,892)\n\n  \n   \n\nStandardized measure of discounted future net cash flow relating to proved oil and gas reserves \n$738,040 \n\n  \n   \n\nChanges in standardized measure: \n   \n\nChange due to current year operations \n$(92,295)\n\nChange due to revisions in standardized variables: \n - \n\nAccretion of discount \n 11,164 \n\nNet change in sales and transfer price, net of production costs \n (105,262)\n\nNet change in future development cost \n (123,380)\n\nDiscoveries \n - \n\nRevision and others \n 43,520 \n\nChanges in production rates and other \n (118,977)\n\n  \n   \n\nNet changes during the current year \n (385,230)\n\n  \n   \n\nAcquired in Share Exchange \n1,123,270 \n\n  \n   \n\nBeginning of year \n - \n\n  \n   \n\nEnd of year \n$738,040 \n\n \n\n**\n\nF-36"}