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AGGID • CIK 0001109262
NOTE 1 – ORGANIZATION AND BUSINESS Allied Energy, Inc. (“AGGI or the “Company”) was incorporated under the laws of the State of Colorado in March 1998. Previously Technol Fuel Conditioners, Inc., the Company domesticated from Colorado to Florida in July 2006. On July 31, 2006, the Company changed its name to Allied Energy Group, Inc., and on December 21, 2007, the Company changed its name to Allied Energy, Inc. BILI Inc. (“BILI”) was incorporated under the Canada Business Corporations Act on November 22, 2021. On October 16, 2024, the Company entered into an Equity Exchange Agreement (the “Agreement”) with Metamexx Corp (“Metamexx”), a wholly owned subsidiary of AGGI, BILI, and the shareholders of BILI (the “BILI Shareholders”). Pursuant to the Agreement, the Company, through Metamexx, acquired up to 100 % of the issued and outstanding shares of BILI in exchange for newly issued shares of the Company’s Series B Preferred Stock, par value $ 0.001 per share (“Series B Preferred Stock”). The Company issued an aggregate of 117,318,448 shares of Series B Preferred Stock to the BILI Shareholders as consideration. The transaction was accounted for as a reverse acquisition under Accounting Standards Codification (“ASC”) 805, Business Combinations. For accounting purposes, BILI is considered the accounting acquirer and AGGI is considered the accounting acquiree. Accordingly, the historical financial statements of BILI are treated as the historical financial statements of the Company. As a result of the reverse acquisition, the transaction has been accounted for as a recapitalization of BILI. The equity structure for all periods presented prior to the reverse acquisition has been retroactively restated to reflect the legal capital structure of the Company, including the issuance of Series B Preferred Stock to the BILI Shareholders. The par value of the outsta…