NOTE 3: ASSET ACQUISITIONS

J Street Capital Partners, LLC

J Street Capital Partners, LLC

On May 29, 2025, the Company entered into a Securities Purchase Agreement to acquire 100% of the equity interests of J Street Capital Partners, LLC (“J Street”), a Florida limited liability company. The acquisition closed on July 1, 2025. In connection with the acquisition, the Company issued 150,000 shares of its common stock to the seller as consideration.

J Street was historically engaged in the import and wholesale distribution of wines and alcoholic beverages in various U.S. states, including Nevada, New York, New Jersey, Florida and California. Its customers include bars, restaurants, casinos and hotels. The Company intends to integrate the acquired assets into its existing operations rather than continue J Street’s prior standalone operations, which were minimal at the time of acquisition.

The Company evaluated the acquisition under ASC 805-10-55-5A through 55-9 (the “screen test”) and concluded the transaction should be accounted for as an asset acquisition under ASC 805-50 rather than a business combination, based on the following:

•  No substantive processes acquired – The transaction did not include the transfer of an organized workforce, operational systems, manufacturing processes, or an ongoing operating platform capable of producing outputs on a standalone basis.

•  No continuation of historical operations – J Street did not have active standalone operations supported by employees, systems or processes at the acquisition date. The Company’s intent was to repurpose the acquired assets as part of a broader restructuring strategy, and utilize CFN’s existing relationships to commercialize the underlying inventory and licenses obtained.

•  Concentration of fair value – Substantially all of the fair value of the gross assets acquired was concentrated in a single identifiable asset or group of similar identifiable assets (inventory and intangible assets), satisfying the concentration test under ASC 805-10-55-5A.

The fair value of the consideration transferred was determined based on the closing market price of the Company’s common stock on the acquisition date of $2.90 per share (post-reverse stock split). Under ASC 805-50-30-1, the cost of an asset acquisition is the consideration transferred, measured at the acquisition date. No goodwill is recognized in an asset acquisition. Transaction costs are capitalized as part of the cost of the acquired assets.

The purchase price was allocated to the identifiable assets acquired based on their relative fair values as follows:

The purchase price was allocated to the identifiable assets acquired on a relative fair value basis in accordance with ASC 805-50-30-3. No liabilities were assumed at closing. The trademarks and licenses are being amortized on a straight-line basis over their estimated useful life of five years.

Prestige Worldwide Wine Company, LLC

On November 3, 2025, the Company, through its wholly owned subsidiary J Street, acquired 100% of the issued and outstanding membership interests of Prestige Worldwide Wine Company, LLC (“Prestige”), a California limited liability company, from Thomas Hinde (the sole member) pursuant to a Securities Purchase Agreement. In connection with the acquisition, the Company issued 150,000 shares of its common stock to Mr. Hinde.

Prestige is a winemaking consulting company that provides winemaking services to third parties. The assets acquired primarily consist of global wine-related trademarks, intellectual property and branding rights, proprietary wine formulations and related know-how, and distributor and customer relationships.

The Company evaluated the acquisition under ASC 805 and concluded the transaction should be accounted for as an asset acquisition under ASC 805-50, based on the following:

•  No substantive processes acquired – The transaction did not include the transfer of an organized workforce, operational systems, manufacturing processes, or an ongoing operating platform capable of producing outputs on a standalone basis.

•  Consulting agreement is a separate post-acquisition arrangement – The one-year consulting agreement entered into concurrently with Wine Trends Marketing, LLC for winemaking services at $120,000 per year represents post-acquisition compensation for services and does not constitute the transfer of substantive processes under ASC 805. As of December 31, 2025, the Company had accrued approximately $20,000 for services rendered under this agreement from the November 3, 2025 acquisition date through year end.

•  No continuation of historical operations – Prestige did not have active standalone operations supported by employees, systems or processes at the acquisition date. The Company intends to integrate and commercialize the acquired intellectual property and relationships within its existing operational framework.

•  Concentration of fair value – Substantially all of the fair value of the gross assets acquired is concentrated in similar identifiable intangible assets (commercial and intellectual property rights), satisfying the concentration test under ASC 805-10-55-5A.

The fair value of the consideration transferred was determined based on the closing market price of the Company’s common stock on the acquisition date of $2.15 per share (post-reverse stock split). No discount was applied for the 12-month lock-up and 48-month leak-out restrictions on the shares issued to Mr. Hinde, as these restrictions are holder-specific and do not affect the fair value of the equity instruments under ASC 820. Under ASC 805-50, no goodwill is recognized in an asset acquisition and transaction costs are capitalized as part of the cost of the acquired assets.

The purchase price was allocated to the identifiable assets acquired based on their relative fair values as follows:

No interest-bearing debt, contractual obligations, workforce-related liabilities, or contingent liabilities were assumed at closing. The intangible assets are being amortized on a straight-line basis over their estimated useful life of five years.

Pro Forma Information (Unaudited)

Pro forma financial information has not been presented for the J Street or Prestige acquisitions as both were accounted for as asset acquisitions under ASC 805-50 and both entities had minimal or no standalone operations at the time of acquisition. The results of J Street have been included in the Company’s consolidated statements of operations from July 1, 2025 (the acquisition date), and the results of Prestige have been included from November 3, 2025 (the acquisition date).