NOTE 9: NON-CONTROLLING INTERESTS

In October 2025, J Street Capital Partners, LLC, the Company’s wholly owned subsidiary, participated in the formation of Interstice Cellars LLC (“Interstice”), a Delaware limited liability company formed to operate as a developer and retailer of specialty wines. J Street serves as the managing member and holds a 51% membership interest, having contributed $165,000 in capital. The remaining 49% membership interest is held by two unaffiliated members:

Because J Street is the managing member with a controlling financial interest (51% ownership and sole management authority under the LLC operating agreement), the Company consolidates Interstice in its consolidated financial statements in accordance with ASC 810, Consolidation. The 49% interest not owned by the Company is reported as non-controlling interests in the stockholders’ deficit section of the consolidated balance sheet. As of December 31, 2025, non-controlling interests totaled $60,000, representing the capital contributions of the two non-managing members. Interstice had no revenues, expenses, or other profit and loss activity during the period from formation through December 31, 2025. Accordingly, no net income or loss was allocated to the non-controlling interests during the period.

Under the Interstice LLC operating agreement, distributions are made equally among the three members (33.33% each), which differs from the capital contribution and ownership percentages. The managing member (J Street) has exclusive authority over all business decisions. The non-managing members have no right to participate in management and their transfer of membership interests is restricted without the consent of the managing member. The LLC has an indefinite term.

The following table summarizes the activity in non-controlling interests for the year ended December 31, 2025: