| SCHEDULE OF DEFERRED TAX ASSET |
|
The
Company has a deferred tax asset as shown in the following:
SCHEDULE
OF DEFERRED TAX ASSET
| | |
Year Ending December 31, 2023 | | |
Year Ending December 31, 2022 | |
| Deferred Tax Asset | |
| 11,228,173 | | |
| 2,015,756 | |
| Valuation Allowance | |
| (11,228,173 | ) | |
| (2,015,756 | ) |
| Net Deferred Tax Asset | |
$ | — | | |
$ | — | |
|
| SCHEDULE OF SHARE PURCHASE AGREEMENT |
On
April 28, 2024, the Company and the Purchaser entered into an Omnibus Amendment Agreement No. 1 (the “Amendment”),
which amended the SPA to, adjust the closings which were to take place under the SPA as follows:
SCHEDULE
OF SHARE PURCHASE AGREEMENT
| # | |
Initial Stated
Value of
Preferred
Stock to be
issued by
installment | | |
Warrants
to be issued | | |
Closing Date | |
Aggregate
Purchase
Price by
installment
(USD) | |
| Initial Closing | |
$ | 550,000 | | |
| 3,300,000 | | |
Initial Closing Date | |
$ | 500,000 (“Initial Closing Amount”) | |
| Second Closing | |
$ | 275,000 | | |
| | | |
On or before June 30, 2024 (the “Second Closing Date”) | |
$ | 250,000 (“Second Closing Amount”) | |
| Third Closing | |
$ | 825,000 | | |
| 1,500,000 | | |
On or before June 30, 2024 | |
$ | 750,000 (“Third Closing Amount”) | |
| Fourth Closing | |
$ | 1,100,000 | | |
| | | |
Such date as is no later than 180 days (the “Fourth Closing Date”) after the shares of Common Stock issuable in respect of the Series B Preferred Stock sold in each of the Initial Closing, Second Closing, the Third Closing, and the Fourth Closing have been registered under the Securities Act of 1933, as amended (the “Securities Act”), subject to any limitations pursuant to Rule 415 | |
$ | 1,000,000.00 (the “Fourth Closing Amount”) | |
| Total | |
$ | 2,750,000 | | |
| 4,800,000 | | |
| |
$ | 2,500,000 | |
|
|