UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2025~~2026

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ______________.

Commission File Number 1-32955

~~HOUSTON AMERICAN~~ABUNDIA ~~ENERGY~~GLOBAL ~~CORP~~IMPACT GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware

76-0675953

(State or other jurisdiction

of incorporation or organization)

(IRS Employer

Identification No.)

1300 Post Oak Blvd., Suite 1305, Houston, Texas 77056

(Address of principal executive offices) (Zip Code)

(713) 322-8818

(Registrant’s telephone number, including area code)

~~801 Travis Street, Suite 1425 Houston, Texas 77002~~ (Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, $0.001 par value per share		~~HUSA~~AGIG		NYSE American

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	☐	Accelerated filer	☐	Non-accelerated filer	☒
Smaller reporting company	☒	Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes ☐ No ☒

As of ~~November~~May 184, ~~2025~~2026, we had 3444,~~632~~022,~~566~~ 821 shares of common stock, par value $0.001 per share, outstanding.

~~HOUSTON AMERICAN~~ABUNDIA ~~ENERGY~~GLOBAL ~~CORP~~IMPACT GROUP, INC.

FORM 10-Q

INDEX

		Page No.
PART I	FINANCIAL INFORMATION	3
Item 1.	Financial Statements	3
	Condensed Consolidated Balance Sheets as of September 30, 2025 (Unaudited) and December 31, 2024	3
	Condensed Consolidated Balance Sheets as of March 31, 2026 (Unaudited) and December 31, 2025	3
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Nine Months Ended September 30, 2025 and 2024 (Unaudited)	4
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended March 31, 2026 and 2025 (Unaudited)	4
	Condensed Consolidated Statements of Changes in Shareholders’ Equity for the Three and Nine Months Ended September, 2025 and 2024 (Unaudited)	5
	Condensed Consolidated Statements of Changes in Shareholders’ Equity for the Three Months Ended March 31, 2026 and 2025 (Unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024 (Unaudited)	6
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025 (Unaudited)	6
	Notes to Condensed Consolidated Financial Statements (Unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2026
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2329
Item 4.	Controls and Procedures	2329
PART II	OTHER INFORMATION	2430
Item 6.	Exhibits	2531

PART I -FINANCIAL INFORMATION

ITEM 1

Financial Statements

~~HOUSTON~~ABUNDIA ~~AMERICAN~~GLOBAL ~~ENERGY~~IMPACT ~~CORP~~GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30, 2025 (Unaudited)			December 31, 2024
ASSETS
CURRENT ASSETS
Cash	$	1,512,157		$	525,809
Accounts receivable - oil and gas sales		32,691			-
Government grant receivable		-			205,424
Prepaid expenses and other receivables		812,598			122,283
TOTAL CURRENT ASSETS		2,357,446			853,516
PROPERTY AND EQUIPMENT
Land		8,576,854			-
Other property and equipment, net		-			312
Oil and gas properties, full cost method
Costs subject to amortization		1,362,250			-
Accumulated depletion, depreciation, amortization, and impairment		(238,980	)		-
Total		1,123,270			312
PROPERTY AND EQUIPMENT, NET		9,700,124			312
Refundable acquisition deposit		160,000			-
Capitalized patents		1,497,382			1,145,860
Deposits on license agreements		2,115,000			2,115,000
Other assets		15,452			-
Goodwill		12,986,150			-
TOTAL ASSETS	$	28,831,554		$	4,114,688
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	$	1,257,109		$	279,537
HUSA convertible note payable		4,416,477			-
Note payable – related party		435,000			-
AGIG convertible note payable		-			5,860,274
Convertible note payable		-			5,860,274
Warrant liabilities		-			45,965
Other payables		38,311			7,775
TOTAL CURRENT LIABILITIES		6,146,897			6,193,551
LONG-TERM LIABILITIES
AGIG convertible note payable		6,159,452			-
Asset Retirement Obligation		32,248			-
TOTAL LONG-TERM LIABILITIES		6,191,700			-
TOTAL LIABILITIES		12,338,597			6,193,551
COMMITMENTS AND CONTINGENCIES		-			-
SHAREHOLDERS’ EQUITY
Capital and reserves attributable to equity holders of the Company
Common stock, par value $0.001 per share; 300,000,000 shares authorized: 34,222,566 and 31,778,032 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively		34,222			31,778
Other comprehensive loss		54,606			(16,377	)
Additional paid-in capital		42,242,006			14,586,077
Accumulated deficit		(25,805,866	)		(16,655,388	)
Noncontrolling Interest in Consolidated Subsidiary		(32,011	)		(24,953	)
TOTAL SHAREHOLDERS’ EQUITY/(DEFICIT)		16,492,957			(2,078,863	)
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	28,831,554		$	4,114,688

(UNAUDITED)

	March 31, 2026			December 31, 2025
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	16,199,166		$	4,618,621
Accounts receivable, net		86,455			56,925
Prepaid expenses		263,639			503,008
Other current assets		169,672			179,209
TOTAL CURRENT ASSETS		16,718,932			5,357,763

PROPERTY AND EQUIPMENT, NET		12,559,633			9,945,721

OTHER ASSETS
Goodwill		12,986,150			12,986,150
Technology licenses		2,005,025			2,005,025
Capitalized patents, net		1,203,198			1,398,295
Operating lease right of use asset		140,302			150,189
Other assets		12,286			12,286
TOTAL OTHER ASSETS		16,346,961			16,551,945

TOTAL ASSETS	$	45,625,526		$	31,855,429

LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	3,245,788		$	2,175,672
Notes payable – related party, net		435,000			3,968,562
Convertible note payable		6,358,904			-
Current portion of lease liability		22,643			14,197
Other payables		51,662			243,117
TOTAL CURRENT LIABILITIES		10,113,997			6,401,548

LONG-TERM LIABILITIES
Convertible note payable		-			6,260,274
Operating lease liability, net of current portion		140,840			146,942
Asset retirement obligation		32,248			32,248
TOTAL LONG-TERM LIABILITIES		173,088			6,439,464

TOTAL LIABILITIES		10,287,085			12,841,012

COMMITMENTS AND CONTINGENCIES (NOTE 16)		-			-

SHAREHOLDERS’ EQUITY
Common stock, par value $0.001 per share; 300,000,000 shares authorized: 44,022,821 and 36,918,281 shares issued and outstanding as of March 31, 2026, and December 31, 2025, respectively		44,023			36,918
Additional paid-in capital		86,537,617			65,037,940
Accumulated deficit		(51,284,231	)		(46,055,127	)
Other comprehensive income (loss)		41,032			(5,314	)
TOTAL SHAREHOLDERS’ EQUITY		35,338,441			19,014,417

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	45,625,526		$	31,855,429

In accordance with ASC 805 (as defined in Note 1) the historical shareholders’ equity of AGIG (as defined in Note 1) prior to the reverse acquisition has been retrospectively adjusted for the equivalent number of shares received in the Share Exchange (as defined in Note 1) with the difference between the par value of these shares and the consideration reflected in Additional Paid-in Capital. See Note 4 – Acquisition

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

~~HOUSTON~~ABUNDIA ~~AMERICAN~~GLOBAL ~~ENERGY~~IMPACT ~~CORP~~GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2025~~2026 AND ~~2024~~2025

(~~Unaudited~~UNAUDITED)

	2025			2024			2025			2024
	2026			2025
	Three Months Ended September 30,						Nine Months Ended September 30,
	Three Months Ended March 31,
	2025			2024			2025			2024
	2026			2025
OIL AND GAS REVENUE	$	~~225~~132,~~678~~965		$	-		$	~~225,678~~			-
EXPENSES OF OPERATIONS
Lease operating expense and severance tax		112,644			-			112,644			-
Oil and gas lease operating expenses and severance tax		125,662			-
General and administrative expense		3,456,958			433,412			5,419,727			1,715,319
General and administrative		4,582,553			992,599
Depreciation and depletion		40,027			-			40,027			-
Research and development		208,787			607,368
Impairment of oil and gas properties		198,950			-			198,950			-
Depreciation, depletion and amortization		70,202			4,218
Issuance cost of derivative instruments		3,342,000			-			3,342,000			-
Write off of application costs incurred on abandoned patent applications		283,927			-
Research and development		-			111,311			724,406			1,600,956
TOTAL OPERATING EXPENSES		5,271,131			1,604,185
Patent write-off		10,508			-			10,508			-
LOSS FROM OPERATIONS		(5,138,166	)		(1,604,185	)
Total operating expenses		7,161,087			544,723			9,848,262			3,316,275
OTHER INCOME AND (EXPENSE), NET
Loss from operations		(6,935,409	)		(544,723	)		(9,622,584	)		(3,316,275	)
Interest expense		(158,985	)		(98,630	)
OTHER INCOME, NET
Interest income		67,564			-
Interest expense		(108,453	)		(100,822	)		(306,809	)		(300,274	)
Grant income		-			691,207
Interest income		10,907			50,000			10,907			150,000
Change in fair value of warrant liability		-			(5,453	)
Grant income		-			340,546			737,811			2,340,359
Foreign currency gain		483			6,449
Change in fair value of warrant liability		-			(6,204	)		45,965			(809,602	)
TOTAL OTHER INCOME AND (EXPENSE), NET		(90,938	)		593,573
Foreign currency gain (loss)		1,041			(3,406	)		(15,768	)		11,567
NET LOSS BEFORE TAXES		(5,229,104	)		(1,010,612	)
Total other income (loss)		(96,505	)		280,114			472,106			1,392,050
INCOME TAX EXPENSE		-			-
Net loss before taxes		(7,031,914	)		(264,609	)		(9,150,478	)		(1,924,225	)
NET LOSS		(5,229,104	)		(1,010,612	)
Income tax expense		-			-			-			-
NET INCOME ATTRIBUTABLE TO NON-CONTROLLING INTEREST		-			(549	)
Net loss	$	(7,031,914	)		(264,609	)	$	(9,150,478	)		(1,924,225	)
NET LOSS ATTRIBUTABLE TO ABUNDIA GLOBAL IMPACT GROUP, INC.		(5,229,104	)		(1,011,161	)
Net (loss) /income attributable to noncontrolling interest		2,922			(17,195	)		7,059			(25,990	)
OTHER COMPREHENSIVE INCOME (LOSS) Foreign currency translation gain (loss)		46,346			(12,154	)
Foreign currency translation gain		10,131			107,624			70,983			51,146
COMPREHENSIVE LOSS	$	(5,182,758	)	$	(1,023,315	)
Comprehensive loss		(7,018,861	)		(174,180	)		(9,072,436	)		(1,899,069	)
COMPREHENSIVE INCOME ATTRIBUTABLE TO NON-CONTROLLING INTEREST		-			(549	)
Basic and diluted loss per common share	$	(0.21	)		(0.01	)	$	(0.27	)		(0.06	)
COMPREHENSIVE LOSS ATTRIBUTABLE TO ABUNDIA GLOBAL IMPACT GROUP, INC.	$	(5,182,758	)	$	(1,023,864	)
Basic and diluted weighted average number of common shares outstanding		33,995,899			31,778,032			33,995,899			31,778,032
Basic and diluted loss per common share	$	(0.13	)	$	(0.03	)
Basic and diluted weighted average number of common shares outstanding		40,012,656			31,778,032	*

In accordance with ASC 805 the historical shareholders’ equity of AGIG prior to the reverse acquisition has been retrospectively adjusted for the equivalent number of shares received in the Share Exchange with the difference between the par value of these shares and the consideration reflected in Additional Paid-in Capital. See Note 4 – Acquisition

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

~~HOUSTON~~ABUNDIA ~~AMERICAN~~GLOBAL ~~ENERGY~~IMPACT ~~CORP~~GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2025~~2026 AND ~~2024~~2025

(~~Unaudited~~UNAUDITED)

	Shares			Amount			~~Interest~~Capital			~~Loss~~Deficit			~~Capital~~Loss			~~Deficit~~Group, Inc.			~~Total~~Interest			Total
	Common Stock						Additional Paid-in			Accumulated			Accumulated Other Comprehensive			~~Non-Controlling~~Total Applicable to Abundia Global Impact			Non- Controlling
	Shares			Amount			Capital			Deficit			Loss			~~Interest~~Group, Inc.			~~Total~~Interest			Total
Balance at December 31, 2024*		31,778,032		$	31,778		$	14,586,077		$	(16,655,388	)	$	(16,377	)	$	(24,953	)	$	(2,078,863	)
Balance at December 31, 2025		36,918,281		$	36,918		$	65,037,940		$	(46,055,127	)	$	(5,314	)	$	19,014,417		$	-		$	19,014,417
Foreign currency translation		-			-			-			-			(12,154	)		-			(12,154	)
Equity line of credit stock issuances		868,000			868			2,568,229			-			-			2,569,097			-			2,569,097
Capital contributions		-			-			500,000			-			-			-			500,000
Shares issued for cash consideration, net of fees		4,134,175			4,134			18,384,065			-			-			18,388,199			-			18,388,199
Net loss		-			-			-			(1,011,161	)		-			549			(1,010,612	)
Exercise of pre-funded warrants		1,800,543			1,801			-			-			-			1,801			-			1,801
Balance at March 30, 2025*		31,778,032			31,778			15,086,077			(17,666,549	)		(28,531	)		(25,502	)		(2,601,629	)
Disputed placement agent fees for prior year stock sales		-			-			(400,000	)		-			-			(400,000	)		-			(400,000	)
Foreign currency translation		-			-			-			-			73,006			-			73,006
Restricted stock awards granted		301,822			302			(302	)								0			-			0
Capital contributions		-			-			441,375			-			-			-			441,375
Equity compensation		-			-			947,685			-			-			947,685			-			947,685
Net loss		-			-			-			(1,107,404	)		-			(4,687	)		(1,112,091	)
Foreign currency translation		-			-			-			-			46,346			46,346			-			46,346
Balance at June 30, 2025*		31,778,032			31,778			15,527,452			(18,773,953	)		44,475			(29,091	)		(3,199,339	)
Net loss		-			-			-			(5,229,104	)		-			(5,229,104	)		-			(5,229,104	)
ELOC stock issuance		236,149			236			1,638,362									-			1,638,598
Balance at March 31, 2026		44,022,821		$	44,023		$	86,537,617		$	(51,284,231	)	$	41,032		$	35,338,441		$	-		$	35,338,441
Commitment shares issued		300,000			300			3,342,000									-			3,342,300
Balance at December 31, 2024		31,778,032	*	$	31,778	*	$	14,586,077	*	$	(16,602,838	)	$	(68,927	)	$	(2,053,910	)	$	(24,953	)	$	(2,078,863	)
Reverse acquisition - HUSA		1,908,385			1,908			21,734,192									-			21,736,100
Balance at		31,778,032	*	$	31,778	*	$	14,586,077	*	$	(16,602,838	)	$	(68,927	)	$	(2,053,910	)	$	(24,953	)	$	(2,078,863	)
Foreign currency translation														10,131			-			10,131
Capital contribution by former majority member of AGIG		-			-			500,000			-			-			500,000			-			500,000
Other																	(2,922	)		(2,922	)
Foreign currency translation		-			-			-			-			(12,154	)		(12,154	)		-			(12,154	)
Net Loss		-			-			-			(7,031,914	)		-						(7,031,914	)
Net loss		-			-			-			(1,011,161	)		-			(1,011,161	)		549			(1,010,612	)
Balance at September 30, 2025*		34,222,566			34,222			42,242,006			(25,805,866	)		54,606			(32,012	)		16,492,954
Balance at March 31, 2025		31,778,032	*	$	31,778	*	$	15,086,077	*	$	(17,613,999	)	$	(81,081	)	$	(2,577,225	)	$	(24,404	)	$	(2,601,629	)
Balance		31,778,032	*	$	31,778	*	$	15,086,077	*	$	(17,613,999	)	$	(81,081	)	$	(2,577,225	)	$	(24,404	)	$	(2,601,629	)

	Common Stock				Additional Paid-in		Accumulated			Other Comprehensive			Non-Controlling
	Shares		Amount		Capital		Deficit			Loss			Interest			Total
Balance at December 31, 2023		31,778,032	$	31,778	$	12,190,977	$	(13,047,039	)	$	-		$	(11,534	)	$	(835,638	)
Foreign currency translation		-		-		-		-			260,601			-			260,601
Capital contributions		-		-		2,100,000		-			-			-			2,100,000
Net loss		-		-		-		(1,919,033	)		-			(137,291	)		(2,056,324	)
Balance at March 30, 2024		31,778,032		31,778		14,290,977		(14,966,072	)		260,601			(148,685	)		(531,361	)
Foreign currency translation		-		-		-		-			(317,079	)		-			(317,079	)
Capital contributions		-		-		-		-			-			-			-
Net loss		-		-		-		250,622			-			146,086			396,708
Balance at June 30, 2024		31,778,032		31,778		14,290,977		(14,715,450	)		(56,478	)		(2,559	)		(451,732	)
Balance		31,778,032		31,778		14,290,977		(14,715,450	)		(56,478	)		(2,559	)		(451,732	)
Foreign currency translation		-		-							107,624						107,624
Capital contributions											-
Net Loss		-		-		-		(281,804	)		-			17,195			(264,609	)
Balance at September 30, 2024		31,778,032		31,778		14,290,977		(14,997,254	)		51,146			14,636			(608,717	)
Balance		31,778,032		31,778		14,290,977		(14,997,254	)		51,146			14,636			(608,717	)

* In accordance with ASC 805 the historical shareholders’ equity of AGIG prior to the reverse acquisition has been retrospectively adjusted for the equivalent number of shares received in the Share Exchange with the difference between the par value of these shares and the consideration reflected in Additional Paid-in Capital. See Note 5 – Acquisition.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

~~HOUSTON~~ABUNDIA ~~AMERICAN~~GLOBAL ~~ENERGY~~IMPACT ~~CORP~~GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

~~FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024~~(UNAUDITED)

(Unaudited)

	2026			2025
	Three Months Ended March 31,
	2026			2025
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(5,229,104	)	$	(1,010,612	)
Adjustments to reconcile net loss to net cash used in operations:
Depreciation, depletion and amortization		70,202			4,218
Equity compensation		211,122			-
Write off of application costs incurred on abandoned patent applications		283,927			-
Change in fair value of warrant liability		-			5,453
Amortization of operating lease ROU		12,230			-
Changes in operating assets and liabilities:
Increase in accounts receivable		(29,530	)		-
Increase in government grant receivable		-			(485,783	)
Decrease in prepaid expenses		239,369			5,064
Decrease (increase) in other current assets		9,538			(50,000	)
Increase in accounts payable and accrued expenses		765,264			311,317
Increase in accrued interest payable		98,630			98,630
(Decrease) increase in other payables		(191,455	)		269
Net cash used in operating activities		(3,759,807	)		(1,121,444	)

CASH FLOWS FROM INVESTING ACTIVITIES
Payments related to patent application costs		(94,283	)		(217,639	)
Purchase of fixed assets		(1,670,808	)		-
Net cash used in investing activities		(1,765,091	)		(217,639	)

CASH FLOWS FROM FINANCING ACTIVITIES
Capital contribution by former majority member of AGIG		-			500,000
Proceeds from note payable - related party		-			885,000
Repayment of note payable - related party		(3,500,000	)		(200,000	)
Proceeds from equity line of credit draw downs		2,569,097			-
Shares issued for cash consideration		19,998,199			-
Transaction fees paid for share issuance		(1,610,000	)
Exercise of pre-funded warrants		1,801			-
Payment to settle disputed placement agent fees for prior year stock sales		(400,000	)		-

Net cash provided by financing activities		17,059,097			1,185,000

Effect of exchange rate changes		46,346			(12,154	)

Net Change in Cash and Cash Equivalents		11,580,545			(166,237	)

Cash, beginning of period		4,618,621			525,809

Cash, end of period	$	16,199,166		$	359,572

Interest paid	$	93,917		$	-
Tax paid	$	-		$	-

SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES

Purchase of fixed assets funded by accounts payable and accruals	$	1,007,853		$	-
Options and restricted share awards for accrued equity compensation liability	$	736,563		$	-

	2025			2024
	For the Nine Months Ended September 30,
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(9,150,478	)	$	(1,924,225	)
Adjustments to reconcile net loss to net cash used in operations:
Depreciation, depletion and amortization		55,337			7,676
Impairment of oil and gas properties		198,950			-
Patent cost write off		10,508			-
Accrued interest		299,041			-
Change in fair value of warrant liability		(45,965	)		809,602
Issuance costs of derivative instruments		3,342,300			-
Changes in operating assets and liabilities:
Decrease in accounts receivable		215			-
Decrease in government grant receivable		276,407			(289,400	)
Increase in prepaid expenses and other current assets		(368,689	)		(144,075	)
Increase in other assets		(11,974	)		-
Increase in other payables		10,955			152
Increase in accounts payable and accrued expenses		777,248			167,630
Net cash (used in) operating activities		(4,606,145	)		(1,372,640	)
CASH FLOWS FROM INVESTING ACTIVITIES
Note receivable - related party					(400,000	)
Payment related to patent application costs		(377,337	)		(347,127	)
Land acquisition		(8,414,670	)		-
Cash acquired in Share Exchange		6,952,914			-
Net cash (used in) investing activities		(1,839,093	)		(747,127	)
CASH FLOWS FROM FINANCING ACTIVITIES
Capital contributions		941,375			2,100,000
Proceeds from issuance of convertible note		5,000,000			-
Cash received from ELOC draw downs		1,638,597			-
HUSA Convertible Note repayments		(583,386	)		-
Note payable – related party		435,000			-
Net cash provided by financing activities		7,431,586			2,100,000
Increase in cash		986,348			(19,767	)
Cash, beginning of period		525,809			390,324
Cash, end of period	$	1,512,157		$	370,557
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES
Net assets assumed in Share Exchange	$	14,791,697			-
Issuance costs from derivative instruments	$	(3,342,300	)		-

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

~~HOUSTON~~ABUNDIA ~~AMERICAN~~GLOBAL ~~ENERGY~~IMPACT ~~CORP~~GROUP, INC.

~~Notes~~NOTES toTO ~~Condensed~~CONDENSED ~~Consolidated~~CONSOLIDATED ~~Financial~~FINANCIAL ~~Statements~~STATEMENTS

(~~Unaudited~~UNAUDITED)

NOTE 1 – DESCRIPTION OF BUSINESS AND ORGANIZATION

On July 1, 2025, Abundia Global Impact Group, Inc. (formerly Houston American Energy Corp.), a Delaware corporation (the “Company”), acquired all of the outstanding units of Abundia Global Impact Group, LLC, a Delaware limited liability company (“AGIG”), as described below (the “Share Exchange”). Prior to ~~such~~the ~~transaction~~Share Exchange, the Company operated as an independent oil and gas company, which had previously focused on the development, exploration, exploitation, acquisition, and production of natural gas and crude oil properties, with its principal properties and operations located in the U.S. Permian Basin and additional properties in the Louisiana U.S. Gulf Coast region. The Company intends to continue to maintain its legacy oil and gas assets as well as the AGIG business. The Company intends to ~~pursue~~continue both businesses in order to keep its revenue streams diversified, however, all capital investment and management focus will be on the AGIG recycling and renewables business rather than the legacy oil and gas business of Houston American Energy Corp. (“HUSA”).

After the Share Exchange, the Company primarily operates as a technology solutions company in the recycling and renewable energy, ~~environmental~~ environmental change, fuels and chemicals sectors. The Company, through its now wholly owned subsidiary, AGIG, is focused on using waste products to decarbonize the energy, fuels and chemicals sector by providing renewable or recycled alternatives. AGIG uses a combination of proprietary, licensed and commercialized technologies to produce a complete process that turns waste plastics and biomass into crude or drop-in alternatives to fossil derived energy, fuels and chemicals. AGIG’s holistic approach has brought together the complete commercial chain with feedstocks, technology, a diverse management team, and world class off-take partners for the growing suite of products in place.

NOTE 2 – GOING CONCERN

The Company’s consolidated financial statements are prepared following accounting principles generally accepted in the United States of of America, (“GAAP”) which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. The Company has an accumulated deficit of $~~25.8 million~~51,284,231 as of ~~September~~March 3031, ~~2025~~2026. For the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~ 2026, ~~The~~the Company’s legacy HUSA business generated ~~$225,678~~ ~~from oil~~revenue ~~and gas related activities, and AGIG received grant income~~ of $~~737~~132,~~811.~~965 ~~The~~from ~~term~~oil ~~of Company’s grant ended effective March 31, 2025,~~ and nogas ~~further~~related ~~grant income is anticipated at this time~~activities. For the ~~nine~~ three months ended March ~~September 30~~31, ~~2025~~2026, the Company reported a net loss of $95,229,104.~~2 million and~~ ~~negative working capital of $3.8 million.~~ No assurances can be given that the Company’s share price or that the volume of shares traded will be sufficient for the ~~Company~~ Company to be able to draw down sufficient funds under its ~~ELOC~~Equity Line of Credit Agreement to fund the Company’s working capital needs to to implement its business plan. or that the Company will be able to successfully negotiate extensions to the terms of its current borrowings. As a result, there is substantial doubt about the Company’s ability to continue as a going concern within one year after the date these ~~the~~unaudited condensed consolidated financial statements are ~~available to be~~ issued.

NOTE 3 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited condensed consolidated financial statements of the Company, have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q. They do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for a complete financial presentation. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, considered necessary for a fair presentation, have been included in the accompanying unaudited condensed consolidated financial statements. Operating results for the periods presented are not necessarily indicative of the results that may be expected for the full year.

As previously disclosed, on February 20, 2025, the Company entered into a share exchange agreement, as amended by that certain amendment to the share exchange agreement, dated as of June 27, 2025 (the “Share Exchange Agreement”), with Abundia Financial, LLC, a Delaware limited liability company (“Abundia Financial”), and Bower Family Holdings, LLC, a North Carolina limited liability company (“BFH”, and together with Abundia Financial, the “AGIG Unitholders”). The AGIG Unitholders were the record and beneficial owners of all the issued and outstanding units of Abundia Global Impact Group, LLC, a Delaware limited liability company (“AGIG”). On July 1, 2025, as contemplated by the Share Exchange Agreement, the Company acquired all of the outstanding units of AGIG from the AGIG Unitholders in exchange for issuing to the AGIG Unitholders an aggregate of 31,778,032 shares of the Company’s common stock, which equaled 94% of the sum of the Company’s aggregate issued and outstanding common stock at the time of the closing of such transaction and certain shares of common stock to be issued pursuant to a future Company equity incentive plan (the “Share Exchange”).

For accounting purposes, the Share Exchange is treated as a reverse acquisition, with AGIG as the surviving entity. As such, the historical financial statements of the accounting acquirer, AGIG, became the historical condensed consolidated financial statements of the Company. Accordingly, references to the “Company” solely in the condensed consolidated financial statements and these accompanying notes refer to AGIG unless the context indicates otherwise.

See the discussion of the Share Exchange Agreement at Note 5 – Acquisition. These unaudited condensed consolidated financial statements should be read in conjunction with AGIG’s audited consolidated financial statements and footnotes for the year ended December 31, 2024, which are included as exhibits to the Company’s Current Report on Form 8-K/A, filed with the U.S. Securities and Exchange Commission (“SEC”) on August 14, 2025.

~~Consolidation~~NOTE 3 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

The ~~accompanying~~ unaudited interim condensed consolidated financial statements include ~~all~~the ~~accounts~~financial statements of the Company and ~~its~~the ~~subsidiaries.~~following ~~All significant~~subsidiary ~~inter-company~~companies ~~balances~~from ~~and~~the date ~~transactions~~of ~~have~~their ~~been~~formation ~~eliminated~~or ~~in consolidation.~~incorporation:

~~Segment~~SCHEDULE ~~Reporting~~OF COMPANY AND ITS SUBSIDIARIES

Following the Share Exchange, management reassessed the Company’s chief operating decision maker (“CODM”) and its segment reporting units. Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) 280, Segment Reporting, operating segments are defined as components of an entity for which separate discrete information is available for evaluation by the CODM, or decision-making group, in deciding how to allocate resources and assess performance. Based on this guidance, the Company’s segment structure now reflects the Company’s two operating and reporting segments; legacy oil and gas (“O&G”) operations and its newly added emerging renewables initiatives (“Renewables”). See Note 6 – Segment Reporting.

Company Name	Country of Formation / Incorporation	Date of Formation / Incorporation	Percentage Ownership
Abundia Biomass LLC	USA	March 26, 2019		100	%
Abundia Biomass-to-Liquids Limited	UK	July 10, 2020		100	%**
Abundia Plastics to Liquids LLC	US	September 10, 2021		98.5	%*
Abundia Plastics Europe Limited	UK	January 14, 2020		100	%
Abundia Global Impact Group LLC	US	March 26, 2019		100	%
Abundia Global Impact Group (Ireland) Limited	Ireland	February 4, 2022		100	%
Abundia Global Impact Group (UK) Limited	UK	May 5, 2023		100	%
HAEC Louisiana E&P Inc.	USA	July 7, 2008		100	%

Foreign Currency Translation and Transaction Gains & Losses

*	100% ownership through June 30, 2025

**	77.5% ownership through October 6, 2025

The Company has functional currencies in Euros, US Dollars and British Pounds Sterling and its reporting currency is the US Dollar. Management has adopted Accounting Standards Codification (“ASC”) 830-20, “Foreign Currency Matters – Foreign Currency Transactions”. All ~~assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date.~~ ~~For~~significant ~~revenues~~intercompany ~~and~~balances ~~expenses, the weighted average exchange rate for the period is used. Gains~~ and ~~losses arising on translation of foreign currency denominated~~ transactions ~~are~~have ~~included~~been eliminated in ~~other comprehensive loss~~consolidation.

Foreign currency transactions are initially recorded in the reporting currency (US Dollars) using the spot exchange rate (the exchange rate at that specific date). When the transaction is finally settled (paid or received in cash), the actual exchange rate on the settlement date is used. A final realized gain or loss is calculated based on the difference between the value at the initial transaction date and the settlement date. This realized gain or loss is recognized as foreign currency gain (loss) in the statements of operations.Reclassification

~~Related~~Certain ~~Party~~prior ~~Transactions~~period amounts have been reclassified to conform to the current period presentation. Such reclassifications are for presentation purposes only and have no effect on the Company’s net income or financial position in any of the periods presented.

AInterim ~~related~~Financial party is generally defined as (i) any person that holds 10% or more of our shares of common stock and all other voting equity securities, including such person’s immediate families, (ii) our management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with us, or (iv) anyone who can significantly influence our financial and operating decisions. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. See Note 10 - Debt, for details of related party transactions during the three and nine months ended September 30, 2025, and 2024.Statements

~~Cash~~The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and ~~Cash~~with ~~Equivalents~~the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Pursuant to these rules and regulations, certain information and note disclosures, normally included in financial statements prepared in accordance with GAAP, have been condensed or omitted. In the opinion of management, all adjustments (consisting of normal recurring items) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2026. The balance sheet information as of December 31, 2025 has been derived from the audited financial statements at that date but does not include all the information and footnotes required by GAAP for complete financial statements. Certain information and footnote disclosures normally included in the annual consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. These unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Cash represents cash deposits held at financial institutions. Cash equivalents include short-term highly liquid investments of sufficient credit quality that are readily convertible to known amounts of cash and have original maturities of three months or less. Cash equivalents are held for meeting short-term liquidity requirements, rather than for investment purposes. Cash and cash equivalents are held at major financial institutions and are subject to credit risk to the extent they exceed government deposit insurance limits in the country in which they are located. The Company has not experienced any losses to date on depository accounts.

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of amounts paid in advance for goods or services to be received in future periods, a refundable deposit related to a feasibility study for a potential real estate acquisition and a receivable from the Irish government for recoverable value-added tax (“VAT”) incurred on expenses.

Property and Equipment

The Company uses the full cost method of accounting for oil and gas property acquisition, exploration and development activities. Under this method, all productive and nonproductive costs incurred in connection with the exploration for and development of oil and gas reserves are capitalized. Capitalized costs include lease acquisition, geological and geophysical work, delay rentals, costs of drilling, completing and equipping successful and unsuccessful oil and gas wells and related internal costs that can be directly identified with acquisition, exploration and development activities, but does not include any cost related to production, general corporate overhead or similar activities. Gain or loss on the sale or other disposition of oil and gas properties is not recognized unless significant amounts of oil and gas reserves are involved.

The Company follows the full cost method of accounting for oil and gas property acquisition, exploration and development activities. Under this method, all productive and nonproductive costs incurred in connection with the exploration for and development of oil and gas reserves are capitalized. Capitalized costs include lease acquisition, geological and geophysical work, delay rentals, costs of drilling, completing and equipping successful and unsuccessful oil and gas wells and related internal costs that can be directly identified with acquisition, exploration and development activities, but does not include any cost related to production, general corporate overhead or similar activities. Gain or loss on the sale or other disposition of oil and gas properties is not recognized unless significant amounts of oil and gas reserves are involved. The capitalized costs of oil and gas properties, plus estimated future development costs relating to proved reserves, are amortized on a units-of-production method over the estimated productive life of the reserves. Unevaluated oil and gas properties are excluded from this calculation. The capitalized oil and gas property costs, less accumulated amortization, are limited to an amount (the ceiling limitation) equal to the sum of: (a) the present value of estimated future net revenues from the projected production of proved oil and gas reserves, calculated using the average oil and natural gas sales price received by the company as of the first trading day of each month over the preceding twelve months (such prices are held constant throughout the life of the properties) and a discount factor of 10%; (b) the cost of unproved and unevaluated properties excluded from the costs being amortized; (c) the lower of cost or estimated fair value of unproved properties included in the costs being amortized; and (d) related income tax effects. Costs in excess of this ceiling are charged to proved properties impairment expense.

All other plant, property and equipment is recorded at cost, less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Additions and major replacements or betterments are added to the assets at cost. Maintenance and repair costs and minor replacements are charged to expense when incurred.

Land

Freehold land is initially recorded at its purchase price plus any directly attributable costs, it is considered to have an indefinite life and so no depreciation is recorded in respect of freehold land.

Freehold land is subject to review for impairment only when specific triggering events or changes in circumstances indicate that its carrying amount might not be recoverable.

Capitalized Patent Costs

Patent costs, including legal fees associated with the creation of intellectual property and patent registration costs are capitalized as incurred. These costs are amortized over the estimated useful life of the patent commencing from the date the patent has been granted.

Deposits on License Agreements

Deposits paid in connection with license agreements that are to be applied against future license fees are capitalized as other assets pending the commencement of fee generating operations under the license agreements. When fee generating operations under the license agreements commence, the deposits will be applied against the balance of fees due and payable. In the event fee generating operations under the license agreements fail to occur, the deposits will be expensed as abortive transaction costs.

Impairment of Long-Lived Assets

Oil & Gas Assets

Under the full cost method of accounting, the Company is required to perform a ceiling test each quarter. The test determines a limit, or ceiling, on the net book value of the oil and natural gas properties. Net capitalized costs are limited to the lower of unamortized cost net of deferred income taxes, or the cost center ceiling.

During the three and nine months ended September 30, 2025 and 2024, the Company reviewed its long-lived assets for impairment and determined an impairment amount of $198,950 and nil was required based on the full cost ceiling test, respectively.

Non-Oil & Gas Assets

The Company reviews long-lived assets for impairment in accordance with ASC 360, “Property, Plant, and Equipment,” whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. These events or changes in circumstances include, but are not limited to, significant underperformance relative to historical or projected future operating results, significant changes in the manner of use of the acquired assets or the strategy for the overall business, significant negative industry or economic trends. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset group to the estimated undiscounted cash flows over the estimated remaining useful life of the primary asset included in the asset group. If the asset group is not recoverable, the impairment loss is calculated as the excess of the carrying value over the fair value.

Equity Line of Credit (“ELOC”)

The Company accounts for its Equity Line of Credit (“ the ELOC”) facility as a derivative financial asset in accordance with ASC 815, Derivatives and Hedging. The ELOC does not meet the “fixed-for-fixed” criterion for equity classification nor does it meet the criteria for liability classification under ASC 480. As such, The ELOC is measured at fair value, with changes in fair value recognized in earnings. The Company’s ELOC is structured as a put option under the Common Stock Purchase Agreement and the initial fair 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 that the put option had de minimis value as of September 30, 2025.

Commitment shares issued in connection with the ELOC are accounted for as an issuance of equity in accordance with ASC 505, Equity and treated as a day one expense as prescribed by ASC 825. Transaction costs related to the ELOC, are expensed as incurred in accordance with ASC 825, Financial Instruments. See Note 12 – Capital Stock for further details.

Convertible Notes

The Company has evaluated the accounting treatment for the Convertible Note issued (as defined in Note 10 - Debt) and concluded that they do not meet the criteria for classification as an ASC 480 liability. Management classified the Convertible Notes as current and non-current liabilities on the balance sheet upon issuance, measured at their carrying amounts.

Management identified certain embedded features within the Convertible Note and determined that both the contingent conversion option (i.e., conversion upon Event of Default) and the non-contingent conversion option (i.e., conversion at any time after Issuance Date) should be analyzed as one feature with a contingency and various adjustments. The conversion features were evaluated under the indexation guidance within ASC 815-40-15 and management determined that the Conversion Option qualifies to be classified in stockholders’ equity at issuance as if they were freestanding shares of common stock. Therefore, the conversion options are not required to be bifurcated from the host contract and are accounted for as derivative financial instruments at issuance.

All other embedded derivative features are considered clearly and closely related and do not require separate bifurcation pursuant to ASC 815.

Issuance costs and any lender fees will be presented as a reduction to the carrying balance of the Convertible Notes and amortized over their expected life, which corresponds to the contractual term. See Note 10 – Debt below for further details.

Accounting Principles and Use of Estimates

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. In preparing financial statements, management makes informed judgments and estimates that affect the reported amounts of assets and liabilities as of the date of the financial statements and affect the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, management reviews its estimates, including those related to such potential matters as litigation, environmental liabilities, income taxes and the related valuation allowance, determination of proved reserves of oil and gas and asset retirement obligations. Changes in facts and circumstances may result in revised estimates and actual results may differ from these estimates.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to a concentration of credit risk include cash, cash equivalents (if any) and any marketable securities (if any). The Company had cash deposits of $1,262,157 in excess of the FDIC’s current insured limit on interest bearing accounts of $250,000 as of September 30, 2025. The Company has not experienced any losses on its deposits of cash and cash equivalents.

Earnings (Loss) per Share

Basic earnings (loss) per share is computed by dividing net loss available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue shares of common stock were exercised or converted. In periods in which the Company reports a net loss, dilutive securities are excluded from the calculation of diluted net loss per share amounts as the effect would be anti-dilutive. See Note 13- Earnings (Loss) Per Share Common Share

Income Taxes

On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act (“OBBBA”). The OBBBA includes significant changes to U.S. tax law, including making permanent certain provisions originally enacted under the Tax Cuts and Jobs Act, such as 100% bonus depreciation, the immediate expensing of domestic research and development costs, and the limitation on the deductibility of business interest expense. The Company has evaluated the potential impact of the OBBBA on its condensed consolidated financial statements and related disclosures and does not believe that it will have any material impact.

Research and Development

In accordance with ASC 730, Research and Development, the Company follows the policy of expensing its third-party research and development consulting costs in the period in which they are incurred. The Company incurred research and development expenses of none and $ 111,311 and $ 724,406 and $ 1,600,956 during the three and nine months ended September 30, 2025 and 2024, respectively.

Grant Income and Government Grant Receivable

In the absence of comprehensive recognition and measurement guidance within the scope of authoritative US generally accepted accounting principles (“GAAP”) for the government grant that the Company has been awarded, in accordance with guidance in ASC 832 “Government Assistance”, the Company has accounted for the grant it has received from the government by analogy using the terms of IAS 20, Accounting for Government Grants and Disclosures of Government Accounting Assistance. The Company receives funding under a government grant which reimburses the Company for certain qualifying research and development and related expenditures. Grant funding for research and development received under grant agreements where there is no obligation to repay grant funds is recognized as grant income in the period during which the related qualifying expenses are incurred, provided that the grants are fully approved by the granting agencies and the conditions under which the grants were provided have been met. Grant income recognized upon incurring qualifying expenses in advance of receipt of grant funding is recorded in the condensed consolidated balance sheet as government grants receivable.

Recent Accounting Pronouncements

Adopted Standards

In ~~December~~ ~~2023~~July 2025, the ~~Financial Accounting Standards Board (“~~FASB”) issued ~~Accounting Standards Update (“~~ASU~~”) 2023~~ 2025-0905, ~~Income~~ ~~Taxes~~Financial Instruments—Credit Losses (Topic ~~740~~326): ~~Improvements~~Measurement toof ~~Income~~Credit ~~Tax~~Losses ~~Disclosures,~~for ~~which~~Accounts ~~requires~~Receivable ~~disaggregated~~and ~~information~~Contract ~~about~~Assets aThe ~~reporting entity’s~~amendments ~~effective~~in ~~tax~~this ~~rate~~ASU ~~reconciliation,~~provide asthat ~~well~~in asdeveloping ~~information~~reasonable and ~~related~~supportable toforecasts ~~income~~as ~~taxes~~part ~~paid~~of toestimating ~~enhance~~expected ~~the~~credit ~~transparency~~losses ~~and decision~~for ~~usefulness~~current ofaccounts ~~income~~receivable ~~tax~~and ~~disclosures.~~current ~~This~~contract ~~ASU~~assets isall ~~effective~~entities ~~for~~may ~~the~~elect ~~annual~~a ~~period~~practical ~~ending~~expedient ~~December~~that ~~31,~~assumes that ~~2025.~~current Onconditions ~~January 1,~~as ~~2025,~~of the ~~Company~~balance ~~adopted~~sheet ~~the~~date ~~provisions~~do ofnot ~~ASU~~change ~~2023-09~~for onthe aremaining ~~prospective~~life ~~basis~~of ~~and~~ the ~~required~~asset. ~~disclosures will~~The beamendments ~~included~~ in ~~our~~this ~~Annual~~ASU are ~~Report~~effective onfor ~~Form~~all ~~10-K~~entities for ~~the~~annual ~~year~~reporting ~~ending~~periods beginning after December 3115, 2025., ~~The~~and ~~Company~~interim ~~does~~reporting ~~not~~periods ~~expect~~within those ~~the~~annual ~~adoption~~reporting ~~of ASU~~periods ~~2023-09~~with updates to ~~have~~be applied on a ~~material~~prospective ~~impact~~basis. onThe ~~its~~Company ~~annual~~adopted ~~disclosures~~ASU 2025-05 as of January 1, 2026. The adoption of ASU ~~2023~~2025-0905 did not have ana material impact on ~~our disclosures included in this~~the ~~Quarterly~~Company’s ~~Report~~financial ~~on Form 10-Q~~statements.

The guidance should be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted.

In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810) —Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity, which requires an entity involved in an acquisition transaction effected primarily by exchanging equity interests when the legal acquiree is a VIE that meets the definition of a business to consider the factors in paragraphs 805-10-55-12 through 55-15 to determine which entity is the accounting acquirer. ASU 2025-03 applies to all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. The Company has evaluated the impact of this guidance on its consolidated financial statements and has elected for early adoption as permitted by the guidance. The impact is reflected in the consolidated financial statements.

Not Yet Adopted Standards

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). ASU 2024-03 requires additional disclosure of specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about ~~selling~~ selling expenses. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. ASU 2024-03 may be applied prospectively with the option for retrospective application for all ~~prior~~ prior periods presented. The Company is currently evaluating the impact of adopting this guidance on the Company’s current financial position, results of operations, or financial statement disclosures.

In May 2025, the FASB issued ASU 2025-04, Compensation—Stock Compensation (Topic 718) and Revenues from Contracts with Customers (Topic 606)—Clarifications to Share-Based Consideration Payable to a Customer. The amendments in this ASU revise the master glossary definition of the term performance condition for share-based consideration payable to a customer. Further, the amendments in this ASU clarify that share-based consideration encompasses the same instruments as share-based payment arrangements, but the grantee does not need to be a supplier of goods or services to the grantor. Finally, the amendments in this ASU clarify that a grantor should not apply the guidance in Topic 606 on constraining estimates of variable consideration to share-based consideration payable to a customer. The amendments in this ASU are effective for all entities for annual reporting periods (including interim reporting periods within annual reporting periods) beginning after December 15, 2026, with updates to be applied on a retrospective or modified retrospective basis Early adoption is permitted for all entities. The Company is currently evaluating the impact of ASU 2025-04 on its consolidated financial statements.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326). The amendments in this ASU provide that in developing reasonable and supportable forecasts as part of estimating expected credit losses, all entities may elect a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. The amendments in this ASU are effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods with updates to be applied on a prospective basis. The Company is currently evaluating the impact of ASU 2025-05 on its consolidated financial statements.9

In ~~September~~December 2025, the FASB issued ASU No. 2025-0710, ~~Derivatives~~ ~~and~~Government ~~Hedging~~Grants (Topic ~~815~~832): ~~and~~Accounting ~~Revenue~~for ~~from~~Government ~~Contracts~~Grants ~~with~~Received ~~Customers (Topic~~by ~~606)~~Business Entities. The ~~amendments~~ASU inestablishes ~~this~~authoritative ~~ASU~~guidance ~~(i)~~in ~~exclude~~GAAP ~~from~~about ~~derivative~~ accounting ~~non-exchange-traded~~for ~~contracts~~government ~~with~~grants ~~underlyings that~~received ~~are~~by ~~based~~business onentities, ~~operations or activities specific to one of the parties to the contract and (ii) clarify that an entity should~~clarifies ~~apply~~ the ~~guidance~~appropriate ~~in Topic 606~~accounting, ~~including the guidance on noncash consideration~~ in ~~paragraphs~~an ~~606-10-32-21~~effort ~~through 32-24,~~ to ~~a contract~~reduce ~~with~~diversity ~~share-based~~in ~~noncash consideration (for example~~practice, ~~shares,~~and ~~share~~increase ~~options,~~consistency ~~or other equity instruments) from a customer for the transfer~~ of ~~goods~~application oracross ~~services.~~business entities. The ~~amendments in this~~ ASU ~~are~~is effective for ~~all entities for~~ annual reporting periods beginning after December 15, ~~2026~~2028, and interim reporting periods within those annual reporting periods. ~~with~~Adoption ~~updates~~of tothis ASU may be applied on a modified prospective orapproach, a modified ~~prospective~~retrospective ~~basis~~approach, or a retrospective approach. Early adoption is permitted. The Company is currently evaluating the ~~impact~~provisions of this ASU ~~2025-07~~and does not expect this ASU to have a material impact on ~~its~~our consolidated financial statements.

In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. The ASU clarifies interim disclosure requirements and the applicability of Topic 270. The objective of the amendments is to provide further clarity about the current interim disclosure requirements. The ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Adoption of this ASU can be applied by either a prospective or a retrospective approach. Early adoption is permitted. The Company is currently evaluating the provisions of this ASU and does not expect this ASU to have a material impact on our consolidated financial statements.

~~NOTE~~In 4December –2025, ~~REVENUE~~the ~~FROM~~FASB ~~CONTRACTS~~issued ~~WITH~~ASU ~~CUSTOMERS~~No. 2025-12, Codification Improvements. The ASU addresses thirty-three items, representing the changes to the Codification that (1) clarify, (2) correct errors, or (3) make minor improvements. Generally, the amendments in this Update are not intended to result in significant changes for most entities. The ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2026. The adoption method of this ASU may vary, on an issue-by-issue basis. Early adoption is permitted. The Company is currently evaluating the provisions of this ASU and does not expect this ASU to have a material impact on our consolidated financial statements.

~~Disaggregation~~NOTE of4 ~~Revenue~~– ~~from Contracts with Customers~~ACQUISITION

~~The following~~On ~~table~~July ~~disaggregates~~1, ~~revenue~~2025, as contemplated by ~~significant~~the ~~product~~Share ~~type~~Exchange Agreement, the Company acquired all of the outstanding units of AGIG LLC from the AGIG Unitholders in exchange for issuing to the ~~three~~AGIG ~~and~~Unitholders ~~nine-month~~an ~~periods~~aggregate of ~~ended~~31,778,032 ~~September~~shares 30of Common Stock, ~~2025~~which was equal to 94% of the sum of (a) the aggregate issued and ~~2024:~~outstanding Common Stock at the time of the closing, plus (b) all Common Stock approved for issuance by the Company under a future equity incentive plan at the time of the closing. Total consideration transferred was $21.7 million.

~~SCHEDULE~~The OFShare ~~DISAGGREGATES~~Exchange ~~REVENUE~~was BYaccounted ~~SIGNIFICANT~~for ~~PRODUCT~~as a reverse acquisition in accordance with GAAP within ASC Topic 805, Business Combinations (“ASC 805”), whereby AGIG LLC, the legal acquiree, is considered the accounting acquirer and the Company, the legal acquirer, is treated as the acquired company for financial reporting purposes. AGIG LLC was considered the accounting acquirer as its controlling shareholder, Abundia Financial, will hold approximately 84.9% of the issued and outstanding common stock and was deemed a controlling shareholder of the Company following the Share Exchange.

	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Oil sales	$	97,401	$	-	$	97,401	$	-
Natural gas sales		84,813		-		84,813		-
Natural gas liquids sales		43,464		-		43,464		-
Total revenue from customers	$	225,678	$	-	$	225,678	$	-

There were no significant contract liabilities or transaction price allocations to any remaining performance obligations as of September 30, 2025 or 2024. The oil and gas revenues for legacy HUSA from July 1, 2025 were included in the statement of operations. See Note 5 – Acquisition.

NOTE 5 – ACQUISITION

On July 1, 2025, as contemplated by the Share Exchange Agreement, the Company acquired all of the outstanding units of AGIG from the AGIG Unitholders in exchange for issuing to the AGIG Unitholders an aggregate of 31,778,032 shares of Common Stock, which was equal to 94% of the sum of (a) the aggregate issued and outstanding Common Stock at the time of the Closing, plus (b) all Common Stock approved for issuance by the Company under a future equity incentive plan at the time of the Closing. Total consideration transferred was $21.7 million.

The Share Exchange was accounted for as a reverse acquisition in accordance with GAAP within Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”), whereby AGIG, the legal acquiree, is considered the accounting acquirer and HUSA, the legal acquirer, is treated as the acquired company for financial reporting purposes. AGIG was considered the accounting acquirer as its controlling shareholder, Abundia Financial, will hold approximately 84.9% of the issued and outstanding common stock and was deemed a controlling shareholder of the Company following the Share Exchange.

We recorded the assets acquired and liabilities assumed at their respective fair values as of the closing date of the Share Exchange. The preliminary purchase price allocations were comprised of the components presented below, which represent the preliminary determination of the fair value of the assets acquired and liabilities assumed, with the excess of the purchase price over the fair value of net identifiable assets acquired recorded to goodwill. The final determination of the fair value of certain assets and liabilities and the allocation of goodwill to reporting units will be completed within the measurement period in accordance with FASB ASC Topic 805.

1210

The preliminary purchase price allocation is as follows:

SCHEDULE OF ACQUISITION

Fair value of net assets acquired
Fair value of net assets acquired
Cash and cash equivalents	$	6,951,006
Accounts receivable		32,906
Prepaid expenses - others		483,810
Oil and gas properties, full cost method		1,362,248
Refundable acquisition deposit		160,000
Other assets		3,167
Goodwill		12,986,150
Total Assets Acquired		21,979,287
Accounts payable and accrued liabilities		(193,266	)
Other payables		(19,581	)
Asset Retirement Obligation		(32,248	)
Asset retirement obligation		(32,248	)
Total Liabilities Assumed		(245,095	)
Total Purchase Price	$	21,734,192

Goodwill resulting from the Share Exchange reflects the benefits expected to be gained from the Company’s public company status and governance infrastructure which will enable the Company to gain access to public sources of capital that can then be used in the deployment and development of their suite of technologies that will assist in the evolution of fuel, chemical and waste markets, providing commercial alternatives and sustainable products.

The ~~Company~~ ~~incurred~~goodwill ~~$13.1 million~~arising ofon ~~acquisition-related expenses related to~~ the ~~transaction during~~Share ~~the~~Exchange ~~three~~is ~~and~~not ~~nine~~deductible ~~months~~for ~~ended~~tax ~~September 30, 2025, which are included in Professional fees~~purposes.

The ~~operating~~Company ~~results~~incurred $13,081,201 of ~~the~~acquisition-related ~~Company’s~~expenses ~~legacy~~related ~~business~~to ~~were~~the ~~included~~transaction induring the ~~condensed~~year ~~consolidated~~ended ~~results~~December 31, 2025, $12,390,253 of ~~operations~~this ~~from~~was ~~the date~~a ofsuccess fee paid by the ~~Share~~controlling ~~Exchange.~~shareholder ~~Consolidated~~on ~~revenues~~behalf ~~and~~of ~~net~~the ~~loss~~Company, ~~were~~the remaining $~~0.2~~690,948 ~~million~~of acquisition-related expenses are included in general and $5administrative expenses.8 ~~million, respectively,~~No ~~for~~further ~~the~~acquisition-related ~~three~~expenses ~~and~~were ~~nine~~incurred during the three months ended ~~September~~March 3031, ~~2025 from the transaction~~2026.

The ~~following~~operating ~~unaudited~~results ~~pro~~of ~~forma~~the ~~financial~~Company’s ~~information~~legacy ~~presents~~business were included in the ~~combined~~consolidated results of operations ~~for~~from the ~~Company~~date ~~and~~of ~~AGIG for~~ the ~~three~~Share ~~and~~Exchange. ~~nine~~The ~~months~~consolidated financial statements for the year ended ~~September~~December 3031, 2025 include revenues and net loss of $410,632 and ~~2024~~$20,152,734, respectively., ~~The~~for ~~unaudited~~the ~~condensed~~period ~~consolidated~~from ~~pro~~the ~~forma~~closing ~~results~~date of ~~operations~~ ~~are~~the asShare ~~follows:~~Exchange through December 31, 2025.

The following unaudited pro forma financial information presents the combined results of operations for the Company and AGIG for the three months ended March 31, 2025 The unaudited condensed consolidated pro forma results of operations are as follows:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2025
(Unaudited)	2025			2024			2025			2024
	Three Months Ended March 31, 2025
Revenue	$	~~225~~102,~~678~~345		$	~~130,239~~		$	~~438,580~~		$	~~393,729~~
Net loss	$	(619,~~996~~783,~~800~~723	)	$	~~(7,117,486~~	)	$	~~(9,150,478~~	)	$	~~(19,979,915~~	)

The unaudited pro forma combined financial information presented above has been prepared from historical financial statements that have been adjusted to give effect to the transaction as though it had occurred on January 1, ~~2024~~2025, and includes adjustments for acquisition and other transaction costs. The unaudited pro forma financial information is not intended to reflect the actual results of operations that would have occurred if the transaction had occurred on January 1, ~~2024~~2025, nor is it indicative of future operating results.

13NOTE 5 – SEGMENT REPORTING

~~NOTE~~Upon 6completion –of ~~SEGMENT~~the ~~REPORTING~~Share Exchange, the Company re-evaluated its reporting segments. The Company determined it has two reporting segments on the basis of its operations, products, and the economic characteristics of each of its operating segments and corresponds to the manner in which its Chief Operating Decision Maker (“CODM”) reviews and evaluates performance to make decisions about resources to be allocated to the segment. As a result, the Company’s segment structure has been reassessed and now reflects the Company’s legacy O&G operations as well as its newly added emerging renewables initiatives (“Renewables”).

Upon completion of the Share Exchange, the Company re-evaluated its reporting segments. Our determination of reporting segments was made on the basis of our operations, products, and the economic characteristics of each of our operating segments and corresponds to the manner in which our the CODM reviews and evaluates performance to make decisions about resources to be allocated to the segment. As a result, the Company’s segment structure has been reassessed and now reflects the Company’s legacy oil and gas (“O&G”) operations as well as its newly added emerging renewables initiatives (“Renewables”).11

The O&G segment generates revenue from oil and gas operations whereas Renewables is in the pre-revenue stage, primarily incurring ~~research~~ research and development and start-up costs associated with its development of scalable technologies for converting plastic and biomass waste into renewable fuels and chemicals. The CODM is a committee including the Company’s Chief Executive Officer, Chief Operating Officer , and Chief Financial Officer.

The Company measures and evaluates its reportable segments based on their respective adjusted net income (loss), general and administrative expenses, research and development costs, and professional fees. The Company excludes certain corporate-related expenses and certain transactions or adjustments that the CODM considers to be non-operational, such as changes in fair value of warrant liabilities, restructuring charges, interest expense and income and amounts related to depreciation, depletion and amortization expense. Although these amounts are excluded, they are included in reported Loss before income taxes within the accompanying unaudited ~~condensed~~ consolidated statements of operations and are included in the reconciliation below. The CODM uses segment adjusted net ~~income (~~loss) in the budget and forecasting process and to monitor budgets versus actual results, which are used in assessing the performance of the reportable segments and to allocate resources across the reportable segments. The balance sheet is presented on a consolidated basis, as the CODM does not use segment specific asset or liability information, including fixed assets, to assess performance. As a result, segment asset and liability details are disclosed at the aggregate level.

A reconciliation of net loss for the reportable segments to the applicable line items within the accompanying ~~unaudited~~ consolidated statements of of operations is as follows.

	Three Months Ended September 30, 2025
	O&G			Renewables			Total
Revenue	$	225,678		$	-		$	225,678
	Three Months Ended March 31, 2026
	O&G			Renewables			Total
Revenue	$	132,965		$	-		$	132,965
Segment expense:
General and administrative expenses		-			34,~~456~~582,~~958~~553			34,~~456~~582,~~958~~553
Research and development costs		-			208,787			208,787
Operating lease expense and severance tax		~~112~~125,~~644~~662			-			~~112~~125,~~644~~662
Adjusted segment operating loss/(income)		(113,034	)		3,456,958			3,343,924
Adjusted segment operating income (loss)		7,303			(4,791,340	)		(4,784,037	)
Reconciliation of “Adjusted segment operating loss” to “Loss before income taxes”
Reconciliation of “Adjusted segment operating income (loss)” to “Loss before income taxes”
Depreciation and amortization		40,027			-			40,027
Depreciation, depletion and amortization		64,749			5,453			70,202
Grant income		-			-			-
Write off of application costs incurred on abandoned patent applications		-			283,927			283,927
Interest income					(10,907	)		(10,907	)
Grant income
Changes in fair value of warrant liability		-			-			-
Other expense		198,950			10,508			209,458
Interest expense		-			158,985			158,985
Foreign currency adjustment		-			(1,041	)		(1,041	)
Interest income		-			(67,564	)		(67,564	)
Interest expense					108,453			108,453
Foreign currency gain		-			(483	)		(483	)
Issuance of Commitment Shares for Convertible Note					3,342,000			3,342,000
Loss before income taxes	$	(57,446	)	$	(5,171,658	)	$	(5,229,104	)
Loss before income taxes	$	125,943		$	6,905,971		$	7,031,913

	O&G		Renewables			Total
	Three Months Ended March 31, 2025
	O&G		Renewables			Total
Revenue	$	-	$	-		$	-
Segment expense:
General and administrative expenses		-		992,599			992,599
Research and development costs		-		607,368			607,368
Adjusted segment operating loss		-		(1,599,967	)		(1,599,967	)

Reconciliation of “Adjusted segment operating loss” to “Loss before income taxes”
Depreciation and amortization		-		4,218			4,218
Interest expense		-		98,630			98,630
Grant income		-		(691,207	)		(691,207	)
Changes in fair value of warrant liability		-		5,453			5,453
Foreign currency gain		-		(6,449	)		(6,449	)
Loss before income taxes	$	-	$	(1,010,612	)	$	(1,010,612	)

Oil and gas revenues and expenses for the legacy HUSA business have been included in the statement of operations from July 1, 2025. See Note 4 – Acquisition above.

	2026		2025
	Three Months Ended March 31,
	2026		2025
Depreciation, depletion and amortization:
O&G	$	64,749	$	-
Renewables		5,453		4,218
Consolidated depreciation, depletion and amortization expense	$	70,202	$	4,218

	March 31, 2026		December 31, 2025
	March 31, 2026		December 31, 2025
Assets:
O&G	$	759,743	$	794,963
Renewables		44,865,783		31,060,466
Total assets of reportable segments	$	45,625,526	$	31,855,429

NOTE 6 – OIL AND GAS REVENUE

The following table disaggregates revenue by significant product type for the three months ended March 31, 2026, and 2025:

	2026		2025
	Three Months Ended March 31,
	2026		2025
Oil sales	$	17,566	$	-
Natural gas sales		20,576		-
Natural gas liquids sales		94,823		-
Total revenue from customers	$	132,965	$	-

Oil and gas revenues for the legacy HUSA business have been included in the statement of operations from July 1, 2025. See Note 4 – Acquisition above.

There were no significant contract liabilities or transaction price allocations to any remaining performance obligations as of March 31, 2026, or 2025.

NOTE 7 - GRANT INCOME

Grant income relates to a grant awarded by the UK government to the Company’s UK subsidiary, Abundia Biomass-to-Liquids Limited, under its Advance Fuel Fund competition for the development of sustainable aviation fuel production plants in the UK. The total grant amount awarded was £4,484,431 ($5,400,000) for the period October 31, 2023 until March 31, 2025, and was delivered as a reclaim for eligible project-related expenditure paid each quarter.

The grant reimbursed the Company for pre-approved eligible project research and development costs, related professional fees and general and administrative costs. These costs were included in the Company’s operating expenses in the Company’s consolidated statements of operations. The eligible expenses for reimbursement also include a 20% mark up on certain related administrative and staff costs.

During the three-month periods ending March 31, 2026, and 2025, the Company incurred $nil and $691,207, respectively, in expenditure eligible for reimbursement which has been recognized as grant income in other income in the consolidated statements of operations.

The term of the grant was completed on March 31, 2025, and no further grant income is expected at this time.

NOTE 8 – PROPERTY AND EQUIPMENT

SCHEDULE OF PROPERTY AND EQUIPMENT

	Estimated Useful Life	March 31, 2026			December 31, 2025

Cost
Land	Indefinite	$	8,576,854		$	8,576,854
Oil and gas properties	Based on units of production		930,350			1,362,250
Impairment			-			(431,900	)
Oil and gas properties net of impairment	Based on units of production		930,350			930,350
Construction in progress	N/A		3,309,491			630,830
Computer equipment	3 years		3,603			3,603

Total cost		$	12,820,298		$	10,141,637

Accumulated depreciation and depletion			(260,665	)		(195,916	)

Property and equipment, net		$	12,559,633		$	9,945,721

	Nine Months Ended September 30, 2025
	O&G			Renewables			Total
Revenue	$	225,678		$	-		$	225,678
Segment expense:
General and administrative expenses		-			5,419,727			5,419,727
Research and development costs		-			724,406			724,406
Operating lease expense and Severance Tax		112,644						112,644
Adjusted segment operating loss/(income)		(113,034	)		6,144,133			6,031,099
Reconciliation of “Adjusted segment operating loss” to “Loss before income taxes”
Depreciation and amortization		40,027			-			40,027
Grant income		-			(737,811	)		(737,811	)
Interest income					(10,907	)		(10,907	)
Changes in fair value of warrant liability		-			(45,965	)		(45,965	)
Other expense		198,950			10,508			209,458
Foreign currency adjustment		-			15,768			15,768
Interest expense					306,809			306,809
Issuance of Commitment Shares for Convertible Note					3,342,000			3,342,000
Loss before income taxes	$	125,943		$	9,024,535		$	9,150,478

Land

	Three Months Ended September 30, 2024
	O&G		Renewables			Total
Revenue	$	-	$	-		$	-
Segment expense:
General and administrative expenses		-		436,817			436,817
Research and development costs		-		111,311			111,311
Adjusted segment operating loss		-		548,128			548,128
Reconciliation of “Adjusted segment operating loss” to “Profit before income taxes”
Operating lease expense and Severance Tax		-		-			-
Depreciation and amortization		-		-			-
Grant income		-		(340,546	)		(340,546	)
Interest income		-		(50,000	)		(50,000	)
Changes in fair value of warrant liability		-		6,204			6,204
Other expense		-		-			-
Foreign currency adjustment		-		(107,624	)		(107,624	)
Interest expense		-		100,822			100,822
Loss/(Profit) before income taxes	$	-	$	156,984		$	156,984

On July 11, 2025, the Company completed the purchase of a 25-acre site at the Cedar Port Industrial Park (“The Cedar Port Property”) located in Baytown, Texas from TGS Cedar Port Partners (“TGS”), a Texas limited partnership, for a total purchase price of $8,576,854.

	Nine Months Ended September 30, 2024
	O&G		Renewables			Total
Revenue	$	-	$	-		$	-
Segment expense:
General and administrative expenses		-		1,703,752			1,703,752
Research and development costs		-		1,600,956			1,600,956
Adjusted segment operating loss		-		3,304,708			3,304,708
Reconciliation of “Adjusted segment operating loss” to “Loss before income taxes”
Operating lease expense and Severance Tax		-		-			-
Depreciation and amortization		-		-			-
Grant income		-		(2,340,359	)		(2,340,359	)
Interest income		-		(150,000	)		(150,000	)
Changes in fair value of warrant liability		-		809,602			809,602
Other expense		-		-			-
Foreign currency adjustment		-		(51,146	)		(51,146	)
Interest expense		-		300,274			300,274
Loss before income taxes	$	-	$	1,873,079		$	1,873,079
Profit/Loss before income taxes	$	-	$	1,873,079		$	1,873,079

	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Depreciation and amortization:
O&G	$	40,027	$	-	$	40,027	$	-
Renewables		-		-		-		-
Consolidated depreciation expense	$	40,027	$	-	$	40,027	$	-

	As of September 30, 2025		As of December 31, 2024
Assets:
O&G	$	1,123,270	$	-
Renewables		27,708,284		4,114,688
Total assets of reportable segments	$	28,831,554	$	4,114,688

NOTE 7 - OIL AND GAS PROPERTIES

During the three and nine months ended September 30, 2025, the Company recorded depletion expense of $40,027. During the three and nine months ended September 30, 2024, the Company recorded no depletion expense.

During the three and nine months ended September 30, 2025, the Company recorded impairment expense of $198,950. During the three and nine months ended September 30, 2024, the Company recorded no impairment expense.

Geographical Information

Substantially all of the Company’s revenue and long lived assets are located in Texas.

NOTE 8 – LAND

Land consisted of the following:

SCHEDULE OF LAND

	Estimated Useful Life	September 30, 2025		December 31, 2024
Land	Indefinite	$	8,576,854	$	-
Total land		$	8,576,854	$	-

On July 11, 2025, the Company completed the purchase of a 25-acre site at the Cedar Port Industrial Park located in Baytown, Texas from TGS Cedar Port Partners (“TGS”), a Texas limited partnership, for a total purchase price of approximately $8.6 million.

The Company plans to construct its first plastics recycling plant at the location, transforming plastic waste into pyrolysis oil. The strategically located site will be the foundation for a U.S. innovation hub dedicated to developing recycling, renewable and circular technologies supported by the industrial park’s robust infrastructure.

As land is considered to have an indefinite life, no depreciation has been recognized in respect of this asset.

~~NOTE~~Oil and 9gas ~~– PATENTS & LICENSES~~properties

~~AGIG~~Substantially, all ~~has applied for a number~~ of ~~patents relating to its proposed business plan through its subsidiaries Abundia-Biomass-to-Liquids Limited and Abundia Plastics Europe Limited. During~~ the ~~three~~Company’s ~~and~~oil ~~nine months ended September 30, 2025~~ and ~~2024,~~gas ~~the~~properties ~~Company~~are ~~recognized~~located ~~amortization expense~~ in ~~respect of granted patents of $5,492 and $2,258 and $15,307 and $6,775 respectively~~Texas.

~~NOTE~~During 10the -three ~~DEBT~~months ended March 31, 2026 and 2025, the Company recorded a depletion expense in the O & G segment of $64,749 and $nil, respectively

~~SCHEDULE~~Construction OFin ~~DEBT~~Progress

	September 30,		December 31,
DEBT DUE WITHIN 1 YEAR	2025		2024
AGIG convertible note payable	$	-	$	5,000,000
Accrued interest on AGIG convertible note payable		-		860,274
Notes payable – related party		435,000		-
HUSA Convertible note payable		4,416,477		-
Debt current	$	4,851,477	$	5,860,274
DEBT DUE GREATER THAN 1 YEAR
AGIG convertible note payable	$	5,000,000	$	-
Accrued interest on AGIG convertible note payable		1,159,452		-
Debt noncurrent	$	6,159,452	$	-
TOTAL DEBT	$	11,010,929		5,860,274

The Company has commenced the construction of its first plastics recycling plant on its property in Baytown, Texas, transforming plastic waste into pyrolysis oil. Construction in progress of $3,309,491 and $630,830 was recorded as of March 31, 2026 and December 31, 2025, respectively. The first phase of the construction in progress is scheduled to be completed by June 30, 2026.

No depreciation is recognized while assets are under construction.

Computer equipment

During the three months ended March 31, 2026, and 2025, the Company recorded depreciation expense on the Renewables segment of $nil and $296, respectively, in respect of its computer equipment.

NOTE 9 – CAPITALIZED PATENT COSTS

The Company has applied for a number of patents and a trademark relating to its proposed business plan.

SCHEDULE OF PATENT APPLICATIONS

	Weighted Average Remaining Useful Life (in years)		Cost		Accumulated Amortization			Net Book Value
March 31, 2026

Pending patent applications		N/A	$	807,650	$	-		$	807,650
Granted patents		17.9		435,847		(40,299	)		395,548
Total patent costs			$	1,243,497	$	(40,299	)	$	1,203,198

December 31, 2025

Pending patent applications		N/A	$	1,069,914	$	-		$	1,069,914
Granted patents		18.1		363,227		(34,846	)		328,381
Total patent costs			$	1,433,141	$	(34,846	)	$	1,398,295

During the three months ending March 31, 2026 and 2025, the Company recognized amortization expense in its Renewables segment in respect of granted patents of $5,453 and $3,922, respectively.

During the three months ending March 31, 2026 and 2025, the Company wrote off application costs incurred on abandoned patent applications in its Renewables segment of $283,927 and $nil, respectively.

As of March 31, 2026, expected amortization expense for granted patents for the next five years thereafter are as follows:

	As of March 31, 2026
2026 (remainder of the year)	$	16,344
2027		21,792
2028		21,792
2029		21,792
2030		21,792
Thereafter		292,036
Total	$	395,548

NOTE 10 – NOTES AND CONVERTIBLE NOTE PAYABLE

NOTE AND CONVERTIBLE NOTES PAYABLE DUE WITHIN 1 YEAR	March 31, 2026		December 31, 2025
AGIG convertible note payable	$	5,000,000	$	-
Accrued interest on AGIG convertible note payable		1,358,904		-
BFH AGIG note payable – related party		435,000		435,000
BFH HUSA note payable – related party		-		3,500,000
Accrued interest on BFH HUSA note payable – related party		-		33,562
Notes payable	$	6,793,904	$	3,968,562

NOTE AND CONVERTIBLE NOTE PAYABLE DUE GREATER THAN 1 YEAR

AGIG convertible note payable	$	-	$	5,000,000
Accrued interest on AGIG convertible note payable		-		1,260,274
Convertible note payable non-current	$	-	$	6,260,274

TOTAL NOTE AND CONVERTIBLE NOTES PAYABLE	$	6,793,904	$	10,228,836

OnAs of ~~September~~March 2931, ~~2025~~2026 ~~the~~and ~~maturity~~December ~~date~~31, on2025, the ~~AGIG~~weighted ~~convertible~~average ~~note~~interest ~~payable~~rate ~~was extended~~on ~~to January 1, 2027,~~ the ~~classification~~Company’s ofnotes ~~the~~and ~~debt~~convertible asnotes ~~due~~payable was in7.4% ~~more~~and ~~than~~7.2%, ~~year reflects this extension~~respectively.

~~AGIG~~Future ~~Convertible~~annual ~~Note~~repayment of notes – related party, convertible notes and accrued interest as of March 31, 2026 is as follows:

~~Effective~~SCHEDULE ~~November~~OF 7,FUTURE ~~2022,~~ANNUAL ~~AGIG~~REPAYMENT aOF ~~wholly~~NOTES ~~owned~~To ~~subsidiary~~RELATED ~~of the Company entered into a $5~~PARTY,~~000,000~~ ~~convertible promissory~~CONVERTIBLE ~~note~~NOTES ~~(the~~AND ~~“AGIG~~ACCRUED Convertible Note”) with an interest rate of 8%. Repayment or conversion of this note into equity securities of AGIG occurs as follows (a) repayment at the Maturity date of November 7, 2023, or (b) at the Lender’s sole option, conversion of the outstanding principal and interest into equity securities of AGIG upon the closing of a private offering of AGIG equity securities (“Next Round Funding”). If the Lender exercises its option to convert the AGIG Convertible Note into equity securities, the AGIG Convertible Note is convertible into a variable number of equity securities at the same price paid by investors in the Next Round Funding to satisfy the outstanding Note balance. The Company has the option to extend the maturity date of the AGIG Convertible Note by 12 months with the mutual consent of the Lender. An extension is in place which has extended the maturity to January 1, 2027.INTEREST

As part of the funding agreement, AGIG undertook that, in the event that AGIG closed a future private offering of equity securities or securities convertible into equity securities (“Next Round Funding”), AGIG would issue a warrant with a term of 5five years to the Lender to purchase $5,000,000 worth of the securities issued in the Next Round Financing with an exercise price equivalent to 80% of the price paid by investors in the Next Round Financing.

Years ended December 31,
Due on demand	$	435,000
2027		6,358,904
Present value of minimum payments	$	6,793,904

During the three and nine months ended September 30, 2025, the Company recognized interest expense of $0.1 million and $0.3 million. During the three and nine months ended September 30, 2024, the Company recognized interest expense of $0.1 million and $0.3 million. As of September 30, 2025, the balance of the outstanding AGIG ~~Convertible Note was $6.1 million.~~ ~~As of September 30, 2025, the effective annual interest yield was 8%. As of December 31, 2024, the balance of the outstanding AGIG~~ Convertible Note ~~was $5.9 million. As of December 31, 2024, the effective annual interest yield was 8%.~~ Payable

~~HUSA~~Effective November 7, 2022, AGIG LLC issued a $5,000,000 convertible promissory note (the “AGIG Convertible Note”) with an interest rate of 8%. Repayment or conversion of this note into equity securities of AGIG LLC occurs as follows (a) repayment at the Maturity date of November 7, 2023, or (b) at the lender’s sole option, conversion of the outstanding principal and interest into equity securities of AGIG LLC, upon the closing of a private offering of AGIG LLC, equity securities (“Next Round Funding”). If the lender exercises its option to convert the AGIG Convertible Note into equity securities, the AGIG Convertible Note is convertible into a variable number of equity securities at the same price paid by investors in the Next Round Funding to satisfy the outstanding AGIG Convertible Note balance. The Company had the option to extend the maturity date of the AGIG Convertible Note by 12 months with the mutual consent of the lender. On September 29, 2025, the maturity date on the AGIG convertible note payable was extended to January 1, 2027. Consequently, during the first quarter of 2026 the AGIG Convertible Note was reclassified from being a long term liability to a current liability.

OnDuring ~~July 10, 2025,~~ the ~~Company~~three ~~entered~~months ~~into~~ending aMarch ~~securities~~31, ~~purchase~~2026, ~~agreement~~and ~~with an institutional investor (the “Buyer”)~~2025, ~~pursuant~~ ~~to which~~ the Company ~~issued~~recognized ainterest ~~senior~~expense ~~secured convertible note in the original principal amount~~ of $598,~~434,783 (the~~630 ~~“HUSA Convertible Note”) with 8.0% original issue discount, and received $5,000,000~~ in ~~cash.~~both ~~The Company used the net proceeds from the HUSA Convertible Note, together with cash on hand, to finance the acquisition of a 25-acre site in Baytown, Texas~~periods.

~~The~~As ~~HUSA~~of ~~Convertible~~March ~~Note~~31, ~~bears~~2026 ~~interest at 7.0% per annum~~ and ~~matures~~December ~~12 months from the date of issuance~~31, ~~unless earlier converted or prepaid in accordance with its terms. Repayment is required to be made in cash on the maturity date. While any portion of the HUSA Convertible Note is outstanding~~2025, if the ~~Company~~balance ~~carries out any subsequent placements, the Company is required to first use 40.0%~~ of the ~~net proceeds to repay 105% of the~~ outstanding ~~balance~~AGIG ~~of the HUSA~~ Convertible Note, intogether ~~cash~~with ~~plus~~ accrued ~~and unpaid charges (if any). Accumulated~~ interest ~~may~~was ~~be paid in shares of common~~$6,358,904 ~~stock~~and ~~upon~~$6,260,274, ~~conversion or in cash on a quarterly basis~~respectively.

~~During~~As of ~~the~~March ~~three~~31, 2026 and ~~nine~~December ~~months ended September 30~~31, ~~20254~~2025, the ~~Company~~effective ~~repaid~~annual ~~$655,344~~ interest yield on the ~~Note~~AGIG ~~from~~Convertible ~~ELOC~~Note ~~proceeds $583,386 of which~~ was ~~allocated to principal and $71,958 to interest~~8%.

~~During~~BFH ~~the~~AGIG three and nine months ended September 30, 2025, the Company recognized interest expense of $0.1 million and amortization of the debt discount and issuance costs of $0.1 million. As of September 30, 2025, the balance of the outstanding HUSA Convertible Note ~~was~~Payable ~~$4.4 million,~~- ~~and~~Related ~~the unamortized debt discount balance was $0.3 million. As of September 30, 2025, the effective annual interest yield was 15.02%.~~Party

~~The~~Effective ~~HUSA~~February ~~Convertible~~28, ~~Note~~2025, BFH (a related party) advanced $885,000 to the Company by way of a note payable. The note payable is ~~convertible~~interest-free, due atand payable in full on or before the ~~Holder’s~~120th ~~option~~day ~~into~~following ~~shares~~the date of funding (the ~~Company’s~~“Maturity ~~common~~Date”) ~~stock~~and atwas acollateralized by ~~fixed~~the ~~conversion price~~grant ofreceivable ~~$10~~from the UK government’s Advance Fuel Fund.92 ~~per~~The ~~share,~~Company ~~subject~~was required to ~~a 4.99%~~repay ~~beneficial~~the ~~ownership~~note ~~limitation~~payable ~~provision~~in ~~and~~tranches before ~~anti-dilution~~the ~~and~~Maturity ~~make-whole~~Date ~~provisions~~from grant reimbursement funds received by the Company under its grant receivable.

The HUSA Convertible Note is secured by a first-priority lien on the land acquired by the Company in Baytown, Texas. The lien established under this agreement are pari passu in priority with any existing debt obligations.

In the event of a change of control, the Buyer will have the option to choose between conversion at the conversion price and receiving the same consideration as all other stockholders or being paid 100.0% of the aggregate outstanding amount of the note in cash upon closing of the change of control transaction. The HUSA Convertible Note is subject to customary Events of Default, and upon the occurrence of an Event of Default, the Holder has the right to convert the HUSA Convertible Note at a 15.0% discount from the lowest daily VWAP during the 10-trading day period prior to the date of conversion. In the event of a default, interest will accrue at the lesser of 18.0% per annum or the maximum legal rate.

Note Payable - Related Party

Effective February 28, 2025, the beneficial majority member of AGIG advanced $885,000 to 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 following the date of funding (the “Maturity Date”) and was collateralized by the grant receivable from the UK government’s Advance Fuel Fund. The Company was required to repay the note payable in tranches before the Maturity Date from grant reimbursement funds received by the Company under its grant receivable, $450,000 was repaid on the note before the maturity date. Effective August 14, 2025, the related party lender waived the default under the terms of the note payable and extended the term of the note payable until such reasonable time that the Company has adequate cash on hand to repay the note.

~~NOTE~~During 11the –three ~~WARRANT~~months ~~LIABLITIES~~ended March 31, 2025, $200,000 was repaid in respect of the BFH AGIG Note Payable - Related Party.

~~Effective November~~A 7,further ~~2022, AGIG, a wholly owned subsidiary of the Company entered into a~~ $5250,000~~,000 convertible~~ ~~promissory note. As part of the funding agreement the Company undertook that, in the event that a private offering of equity securities or securities convertible into equity securities~~ was ~~closed~~repaid ~~(“Next~~on ~~Round Funding”),~~ the ~~Company~~BFH ~~would issue~~AGIG aNote ~~warrant~~Payable ~~with~~- aRelated ~~term~~Party ofon 5May ~~years to the Lender to purchase $5~~23,~~000,000 worth~~ ~~of the securities issued in the Next Round Funding with an exercise price equivalent to 80% of the price paid by investors in the Next Round Funding~~2025.

~~The~~Effective ~~Company~~August ~~evaluated~~14, 2025, the ~~warrants~~related asparty ~~either~~lender ~~equity-classified~~waived orthe ~~liability-classified~~default ~~instruments~~under ~~based on an assessment of~~ the ~~specific~~ terms of the ~~warrants~~note ~~and~~payable ~~applicable authoritative guidance from ASC 480~~ and ~~ASC~~extended ~~815-40. The Company determined~~ the ~~warrants~~term ~~failed the indexation guidance under ASC 815-40, as they contain provisions that provide note holders with rights to a variable number~~ of ~~shares based on future financing terms. Specifically, should AGIG undertake a private equity offering before~~ the ~~maturity date, the~~ note ~~holder~~ ~~will receive equity warrants to purchase securities issued in the Next Round Funding at an aggregate value of $5,000,000, with~~payable anuntil ~~exercise~~such ~~price~~reasonable ~~equal~~time tothat ~~80% of~~ the ~~price paid by investors in the offering. This embedded feature represents a deemed redemption feature due to the substantial premium received by the note holder. As a result, the~~ Company ~~concluded~~has ~~that~~adequate ~~the~~cash redemption feature require bifurcation from the convertible note and subsequent accounting as a freestanding warrant liability in accordance with ASC 815-40. The warrants had a fair value of $1,866,243 on ~~issuance~~hand ~~and were classified as liabilities with a corresponding decrease~~ to ~~the~~repay ~~Note outstanding balance of $5,000,000 as a discount resulting in Debt Net of Discount Balance of $3,133,757. This discount was recognized over~~ the ~~initial one-year term of the Note as interest expense to par using the effective interest method as noted above~~note. ~~The effective interest rate was 42.10%. As of September 30, 2025 and December 31, 2024, the debt discount arising on the issuance of the warrants had been fully amortized.~~

3i HUSA Convertible Note

On July 10, 2025, the Company entered into a securities purchase agreement with an institutional investor (“3i”), pursuant to which the Company issued a senior secured convertible note in the original principal amount of $5,434,783 (the “3i HUSA Convertible Note”) with 8.0% original issue discount and received $5,000,000 in cash. The Company used the net proceeds from the 3i HUSA Convertible Note, together with cash on hand, to finance the acquisition of a 25-acre site in Baytown, Texas.

During the year ended December 31, 2025, the Company made prepayments on the 3i HUSA Convertible Note using proceeds from its equity line of credit, registered direct offerings, and proceeds from the issuance of debt to Bower Family Holdings, LLC (“BFH”), a related party. The Company fully extinguished the remaining principal balance of the 3i HUSA Convertible Note during the fourth quarter of 2025. Total cash payments made during the year ended December 31, 2025 amounted to $5,994,139.

As a result of these prepayments and the extinguishment of the debt, the Company recognized a total loss on debt extinguishment of $880,379 in the consolidated statements of operations for the year ended December 31, 2025. This loss consisted of the write-off of unamortized debt discount of $321,023 and prepayment premiums of $559,356.

During the year ended December 31, 2025, the Company recognized interest expense of $225,600 related to the 3i HUSA Convertible Note, which included $113,760 attributable to the amortization of the debt discount.

BFH HUSA Note Payable – Related Party

On November 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 HUSA Convertible Note per contractual terms of the 3i HUSA Convertible Note, the Company issued to BFH a new senior secured note in the original principal amount of $3,500,000 (the “BFH HUSA Note”).

The BFH HUSA Note carried interest at 7.0% per annum and had a stated maturity date 12 months from the date of issuance, unless earlier prepaid in accordance with its terms. Repayment was required to be made in cash on the maturity date. While any portion of the BFH HUSA Note was outstanding, if the Company carried out any subsequent placements, the Company would be required to first use 40.0% of the net proceeds to repay 105% of the outstanding balance of the BFH HUSA Note in cash plus accrued and unpaid charges (if any). Accumulated interest was required to be paid in cash on a quarterly basis.

In the event of a change of control, the Company was required to prepay 100.0% of the aggregate outstanding amount of the BFH HUSA Note plus the make-whole amount in cash upon closing of the change of control transaction. The BFH HUSA Note was subject to customary Events of Default. In the event of a default, interest would accrue at the lesser of 18.0% per annum or the maximum legal rate.

The BFH HUSA Note was secured by a first-priority lien on the land acquired by the Company in Baytown, Texas. The lien established under this agreement was pari passu in priority with any existing debt obligations.

During the year ended December 31, 2025, the Company accrued interest payable of $33,562 in respect of this loan.

As of December 31, 2025, the balance of the outstanding BFH HUSA Note, together with accrued interest, was $3,533,562 and the effective annual interest yield on this note was 7%.

During the three months ending March 31, 2026, the Company accrued $60,355 in respect of this loan.

Effective March 31, 2026, the Company repaid the entire $3,500,000 principal balance of the BFH HUSA Note, together with accrued interest of $93,917.

NOTE 11 – WARRANT LIABILITIES

Effective November 7, 2022, AGIG issued the $5,000,000 AGIG Convertible Note. As part of the funding agreement the Company agreed that, in the event of a Next Round Funding, the Company would issue a warrant with a term of 5 years to the lender to purchase $5,000,000 worth of the securities issued in the Next Round Funding with an exercise price equivalent to 80% of the price paid by investors in the Next Round Funding.

The Company evaluated the warrants as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants and applicable authoritative guidance from ASC 480 and ASC 815-40. The Company determined the warrants failed the indexation guidance under ASC 815-40, as they contain provisions that provide note holders with rights to a variable number of shares based on future financing terms. Specifically, should AGIG, undertake a Next Round Funding before the maturity date, the note holder will receive equity warrants to purchase securities issued in the Next Round Funding at an aggregate value of $5,000,000, with an exercise price equal to 80% of the price paid by investors in the offering. This embedded feature represents a deemed redemption feature due to the substantial premium received by the note holder. As a result, the Company concluded that the redemption features require bifurcation from the convertible note and subsequent accounting as a freestanding warrant liability in accordance with ASC 815-40. The warrants had a fair value of $1,866,243 on issuance and were classified as liabilities with a corresponding decrease to the AGIG Convertible Note outstanding balance of $5,000,000 as a discount resulting in Debt Net of Discount Balance of $3,133,757. This discount was recognized over the initial one-year term of the AGIG Convertible Note as interest expense to par using the effective interest method as noted above. The effective interest rate was 42.10%. The debt discount had been fully amortized during the financial year ended December 31, 2025

Accordingly, pursuant to ASC 815-40, the Company recorded the fair value of the warrants as a liability upon issuance and marked to market each reporting period in the Company’s consolidated statement of operations until their exercise or expiration.

The estimated fair value of the warrants was calculated using the Black Scholes model with the assumptions set out below, weighted for management’s estimate of the probability of a Next Round Funding being completed and discounted back to the valuation date using estimated venture capital rates of return.

SCHEDULE OF FAIR VALUE WARRANT

	September 30,			December 31,
Input	March 31, 2026			December 31, 2025
Input	2025			2024
Expected term		5 years			5 years
Principal		5,000,000			5,000,000
Exercise price		4,000,000			4,000,000
Volatility		7371.307	%		7470.509	%
Dividend yield		0	%		0	%
Risk free rate of return		3.8985	%		43.3060	%
Estimated probability of occurrence of a Next Round Funding		0	%		20	%
Estimated venture capital rates of return		7378.004	%		7077.802	%

The completion of the Share Exchange on July 1, 2025, has allowed the Company to access capital markets as evidenced in the ~~ELOC~~Equity ~~Agreements~~Line of Credit Agreements and Convertible Note. Consequently, effective June 30, 2025, AGIG estimated the ongoing probability of the occurrence of a Next Round Funding as remote and ~~the~~ accordingly the estimated fair value of the warrants was determined to be $0 on an ongoing basis.

AGIG Plastics to Liquids LLC

Effective September 24, 2021, AGIG Plastics to Liquids LLC, a wholly owned subsidiary of AGIG, entered into a technology license and services agreement with a third-party technology provider. As part of the agreement, AGIG Plastics to Liquids LLC issued a warrant to the licensor to acquire the number of membership units in AGIG Plastics to Liquids LLC equivalent to 1.5% of its fully diluted capitalization. The warrant has an 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 of AGIG Plastics to Liquids LLC or its parent.

~~NOTE~~Effective 12July -1, ~~CAPITAL~~2025, ~~STOCK~~upon the completion of the Share Exchange, this warrant became exercisable and membership units representing 1.5% of AGIG Plastics to Liquids LLC fully diluted capitalization were issued to the warrant holder.

~~Common Stock~~19

NOTE 12 - FAIR VALUE MEASUREMENTS

The carrying amounts of financial assets and liabilities, such as cash and cash equivalents, government grant receivables, prepaid expenses and other current assets, accounts payable and accrued expenses approximate fair value given the short-term nature of these instruments.

The carrying amounts of the Company’s notes payable approximate their fair values as they bear prevailing market interest rates.

Recurring Fair Value Measurements

The fair value of financial instruments measured on a recurring basis as of March 31, 2026 and December 31, 2025 consisted of the following:

Description

Level 1

Level 2

Level 3

Total

March 31, 2026

Warrant liabilities

Description

Level 1

Level 2

Level 3

Total

December 31, 2025

Warrant liabilities

The changes in the fair value of the warrant liabilities for the years ended March 31, 2026 and 2025 are summarized as follows:

Fair value at December 31, 2025	$	-
Change in fair value of warrant liabilities		-
Fair value at March 31, 2026	$	-

Fair value at December 31, 2024	$	45,965
Change in fair value of warrant liabilities		5,453
Fair value at March 31, 2025	$	51,418

Non-recurring Fair Value Measurements

Certain assets, including long-lived assets and certain financial instruments, are measured at fair value on a non-recurring basis if it is determined that impairment indicators are present using Level 3 inputs.

During the three months ended March 31, 2026 and 2025, the Company determined that no impairment indicators had occurred and consequently no impairments were recorded during these periods.

NOTE 13 - COMMITMENTS AND CONTINGENCIES

From time to time, in the normal course of its operations, the Company is subject to litigation of matters and claims. Litigation can be expensive and disruptive to normal business operations. Moreover, the results of complex legal proceedings are difficult to predict, and the Company’s view of these matters may change in the future as the litigation and events related thereto unfold. The Company expenses legal fees as incurred. The Company records a liability for contingent losses when it is both probable that a liability has been incurred, and the amount of the loss is known. An unfavorable outcome to any legal matter, if material, could have an adverse effect on the Company’s operations or its financial position, liquidity or results of operations.

Disputed Fees

On February 24, 2026, A.G.P. / Alliance Global Partners asserted it was allegedly owed fees in the amount of $1.4 million in connection with a registered direct offering of the Company’s Common Stock consummated on February 23, 2026, involving a certain investor which A.G.P. has claimed is subject to compensation under tail fee rights, pursuant to a Placement Agency Agreement, dated November 19, 2025 between the Company and A.G.P.

Effective March 25, 2026, the Company settled this dispute with a payment of $400,000 which was recorded in additional paid in capital as placement agent fees relating to the stock sales in the prior year.

NOTE 14 - CAPITAL STOCK

Reverse Stock Split

On June 6, 2025, the Company effected a 1-for-10 reverse stock split (the “Reverse Stock Split”) of all outstanding shares of its Common Stock, $0.0001 par value per share.

All Common Stock, warrants, options and per share amounts set forth herein are presented to give retroactive effect to the Reverse Split for all periods presented.

Capital Contributions

During the ~~nine~~three months ended ~~September~~March 3031, 2026 and 2025, the Company’s controlling shareholder, ~~Abundia Financial~~ made capital contributions of $~~941,376~~nil and $500,000, respectively. ~~these~~These cash contributions were made to support the working capital ~~need~~needs of the Company and were made prior to the completion of the Share Exchange.

ELOC Agreement

On July 10, 2025, the Company entered into the ELOC Agreement with an institutional investor (“ELOC Investor”), providing for a 24-month committed equity financing facility, pursuant to which the ELOC Investor has committed to purchase, at the Company’s direction in its sole discretion, up to an aggregate of $100,000,000 of Common Stock, subject to certain limitations set forth in the ELOC Agreement ~~(the “Purchase Shares”)~~.

The purchase price per share is equal to 96% of the lowest daily volume-weighted average price ~~(“VWAP”)~~ during a specified measurement period following each purchase notice. The Company may issue up to 10,000,000 shares of Common Stock (exclusive of the commitment shares issued pursuant to the ELOC ~~agreement~~Agreement described below) under the ELOC, subject to a (i) 9.99% beneficial ownership cap, and (ii) a 19.99% exchange cap, unless shareholder approval is obtained or sales are made at or above the minimum price as defined by NYSE American rules.

As consideration for the ELOC ~~investors~~Investors commitment, the Company agreed to issue a total of 300,000 shares of Common Stock as a commitment fee, consisting of 156,000 shares of Common Stock issued at closing and 144,000 shares of Common Stock issued upon the effectiveness of the registration statement registering all shares of Common Stock issuable pursuant to the ELOC ~~(the “Commitment Shares”)~~. The value of these shares at the time of issue was $3,342,000,. ~~this~~This amount has been recognized in the ~~income~~ statement of operations for the ~~three~~year ~~and nine months~~ ended ~~September~~December 3031, 2025. The ~~Company~~ Company also entered into a registration rights agreement requiring it to file and maintain an effective resale registration statement for such shares issued under the ELOC.

The ELOC Agreement may be terminated by the Company at any time after commencement, provided the commitment fee and legal fees have been paid. The agreement automatically terminates upon the earlier of (i) full drawdown, (ii) expiration of the 24-month term, (iii) delisting, or (iv) bankruptcy events.

~~During~~The Company ~~the~~engaged ~~three~~Univest ~~and~~Securities ~~nine~~LLC ~~months~~as ~~ended~~a ~~September~~placement ~~30, 2025, the~~agent ~~Company~~and ~~issued~~agreed ~~236,149~~to ~~shares~~pay ofa ~~Common~~cash ~~Stock~~fee ~~under~~equal ~~the~~to ~~ELOC~~1.5% ~~Agreement,~~of ~~for~~the ~~total~~ gross ~~proceeds~~funding ofamount ~~$1,638,361~~for each drawdown.

~~The~~During ~~Company~~the ~~engaged~~three ~~Univest~~months ~~Securities~~ended ~~LLC~~March as31, ~~placement~~2026, ~~agent~~the ~~and~~Company ~~agreed~~issued to868,000 ~~pay~~shares aof ~~cash~~Common ~~fee~~Stock ~~equal~~under ~~to 1.5% of~~ the ~~gross~~ELOC ~~funding~~Agreement, ~~amount~~ for ~~each~~ ~~drawdown~~proceeds of $2,569,097.

~~Warrants~~Shares Issued for Cash Consideration

~~Bridge~~On February ~~Loan~~23, 2026, the Company closed an offering pursuant to a Securities Purchase Agreement (the “Purchase Agreement”), entered into on February 19, 2026, with a certain institutional investor (the “Investor”), pursuant to which the Company agreed to issue and sell, in a registered direct offering by the Company directly to the Investor (the “Offering”), (i) 4,134,175 shares (the “Shares”) of common stock, par value $0.001 per share, of the Company (“Common Stock”) and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 1,800,543 shares of Common Stock at an exercise price equal to $0.001 per share. The Company received net proceeds of $18,388,199 in respect of this Offering.

~~As part of the Share Exchange, the Company acquired a number of warrants~~Exercise ~~that had been issued in conjunction with a bridge loan in HUSA. The Bridge Loan Warrants are exercisable, for a period~~ of ~~ten~~Pre-Funded ~~years, expiring September 18, 2029, to purchase an aggregate of 9,440 shares of common stock of the Company.~~Warrants

AOn March ~~summary~~17, of2026, ~~warrant~~the ~~activity~~Investor ~~and~~referred ~~related~~to ~~information~~in ~~for~~the Offering above, exercised the 1,800,543 Pre-Funded Warrants they received in the Offering. ~~2025~~Accordingly, is1,800,543 ~~presented~~shares ~~below:~~of Common Stock were issued for proceeds of $1,801.

Disputed Placement Agent Fees

As further discussed in Note 13 Commitments and Contingencies above, effective March 24, 2026, the Company paid $400,000 in disputed placement agent fees in respect of the sale of stock in the prior year and has recorded in additional paid-in capital.

NOTE 15 – EQUITY COMPENSATION

2025 Equity Incentive Plan

As of March 31, 2026 and December 31, 2025, there were, respectively, 252,784 and 630,000 shares of common stock available for issuance pursuant to future stock or option grants under the 2025 Plan.

Stock-based compensation costs recognized under the plan were 211,123 and $nil for the three-months ended March 31, 2026 and 2025, respectively.

As of March 31, 2026, there is no accrued stock compensation for awards earned and not granted. As of December 31, 2025, the Company had accrued $736,563 in respect of accrued stock bonuses and restricted stock / option awards to be granted in 2026 under the 2025 Plan. During the first quarter of 2026, the equity awards related to the accrued expenses were granted and reclassified to equity.

Stock Options Issued and Outstanding

A summary of stock option activity during the three months ended March 31, 2026 is presented in the table below:

SCHEDULE OF OPTION ACTIVITY

	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value

Outstanding, December 31, 2025		87,274	$	19.26		5.6	$	-
Granted		75,394	$	2.79		9.8		-
Exercised		-		-		-		-
Forfeited		-		-		-		-
Expired		-		-		-		-
Outstanding, March 31, 2026		162,668	$	11.62		7.4	$	-
Exercisable, March 31, 2026		107,048	$	16.06		6.2	$	-

	Number of Options			Weighted Average Grant-Date Fair Value		Aggregate Intrinsic Value		Grant-Date Fair Value

Nonvested, December 31, 2025		6,313		$	7.17	$	-	$	45,247
Granted		75,394		$	2.65		-		199,527
Vested		(26,087	)	$	3.48		-		(90,864	)
Forfeited		-			-		-		-
Expired		-			-		-		-
Nonvested, March 31, 2026		55,620		$	2.77	$	-	$	153,904

The aggregate intrinsic value for the stock options was $nil because exercise prices of the outstanding options exceeded the market price of the Company’s common stock at March 31, 2026.

The grant date fair value of the options granted was calculated using the Black-Scholes pricing model with the following assumptions: 116.43% - 121.86% volatility, risk free interest rate of 3.68% - 3.78%, an expected life of ten years and no dividend.

Compensation costs associated with stock options represented $136,122 and $nil of the total share-based payment expense recorded in the three months ended March 31, 2026 and 2025, respectively.

As of March 31, 2026, there was $67,084 of unrecognized stock-based compensation expense related stock options to be recognized over a weighted average period of 0.33 years.

Restricted Stock Awards

A summary of restricted stock awards during the three months ended March 31, 2026 is presented in the table below:

SCHEDULE OF RESTRICTED STOCK AWARDS

	Number of Units			Weighted Grant Date Fair Value			Aggregate Intrinsic Value

Outstanding, December 31, 2025		-		$	-		$	-
Granted		301,822		$	2.83			434,624
Vested and to be settled with share issuance		(237,622	)	$	(2.83	)		(342,175	)
Forfeited		-		$	-			-
Outstanding, March 31, 2026		64,200		$	2.80		$	92,449

The weighted average grant date fair value of the restricted stock granted during the three months ended March 31, 2026, was $2.83. The total fair value of restricted stock vested during the three months ended March 31 2026 was $673,233. There were no grants or award vestings during the three months ended March 31 2025.

Compensation costs associated with restricted stock was $75,000 for the three months ended March 31, 2026. There were no restricted stock awards granted during the three months ending March 31, 2025. As of March 31, 2026, there was $100,000 unrecognized compensation costs related to restricted stock to be recognized over the weighted average period of 0.33 years.

NOTE 16 – WARRANTS ACCOUNTED FOR AS EQUITY

A summary of warrant activity and related information for the three months ended March 31, 2026 is presented below:

SUMMARY OF WARRANT ACTIVITY

	Warrants			Weighted-Average Exercise Price		~~Aggregate~~Weighted ~~Intrinsic~~Average ~~Value~~Remaining Contractual Term in Years		Aggregate Intrinsic Value
Outstanding at July 1, 2025		9,440		$	24.63
Outstanding at December 31, 2025		55,154		$	7.41	$	4.7	$	-
Issued		-1,919,237			-0.23		-*		2,590,981	**
Exercised		-(1,800,543	)		-0.001		-*		(2,590,981	)**
Expired		-			-		-		-
Outstanding at September 30, 2025		9,440		$	24.63	$	-
Outstanding March 31, 2026		173,848		$	4.88		4.7	$	-
Exercisable at September 30, 2025		9,440		$	24.63	$	-
Exercisable at March 31, 2026		55,154		$	7.41		4.4	$	-

On* ~~June~~the 6,term ~~2025.~~of the ~~Company effected a 1~~pre-~~for-10~~funded ~~reverse~~warrants ~~stock~~was ~~split~~until ~~(the “Reverse~~such ~~Stock~~time ~~Split”)~~as ofthey ~~all~~were ~~outstanding~~exercised ~~shares~~in ~~of its common stock, $0~~full.~~0001 par value per share (“Common Stock”). The number of warrants outstanding has been adjusted to reflect this stock split.~~

18** relates to 1,800,543 pre-funded warrants exercisable at $0.001 per share.

~~NOTE~~The 13aggregate –intrinsic ~~EARNINGS~~value ~~(LOSS)~~for ~~PER~~the ~~COMMON~~warrants ~~SHARE~~outstanding and exercisable as of March 31, 2026 and December 31, 2025 was $nil because the exercise price of the outstanding warrants exceeded the market price of the Company’s common stock at March 31, 2026.

~~Earnings~~During ~~(loss)~~the ~~per~~three ~~common~~months ~~share-basic~~ended isMarch ~~calculated~~31, by2026, ~~dividing~~a ~~net~~total ~~income~~of ~~(loss)~~1,919,237 bywarrants ~~the~~were ~~weighted~~issued: ~~average~~1,800,543 ~~number~~in ofrespect ~~shares~~ of ~~common stock outstanding during the period. Net income (loss) per common share~~Pre-~~diluted~~ ~~assumes~~Funded ~~the~~Warrants ~~conversion of all potentially dilutive securities~~ and ~~is calculated~~ by118,694 ~~dividing~~in ~~net~~respect ~~(loss) income by the sum~~ of ~~the~~Placement ~~weighted~~Agent ~~average~~Warrants. ~~number~~The ~~of shares of common stock~~1, ~~as defined above~~800,543 ~~outstanding plus potentially dilutive securities. Net income per common share~~Pre-~~diluted~~Funded ~~considers~~Warrants ~~the~~were ~~impact~~exercised ~~of potentially dilutive securities. In periods~~ in ~~which~~full ~~there~~effective isMarch ~~a loss because the inclusion of the potential common shares~~24, ~~as defined above, would have an anti-dilutive effect~~ 2026.

Pre-Funded Warrants

As further discussed above in Note 14 Capital Stock, on February 23, 2026, the Company closed an offering pursuant to a Securities Purchase Agreement (the “Purchase Agreement”), entered into on February 19, 2026, with a certain institutional investor (the “Investor”), pursuant to which the Company agreed to issue and sell, in a registered direct offering by the Company directly to the Investor (the “Offering”), (i) 4,134,175 shares (the “Shares”) of common stock, par value $0.001 per share, of the Company (“Common Stock”) and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 1,800,543 shares of Common Stock at an exercise price equal to $0.001 per share.

A holder of Pre-Funded Warrants (together with its affiliates) may not exercise any portion of a Pre-Funded Warrant to the extent that, after giving effect to such exercise, the holder (together with the holder’s affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates) would beneficially own in excess of 4.99% (or, at the holder’s option upon issuance, 9.99%) of the number of shares of our common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon exercise of such warrant. The beneficial ownership limitation may be increased at the option of the holder upon 61 days’ prior notice to the Company, provided, however, that, the beneficial ownership limitation may not exceed 19.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of such Pre-Funded Warrant.

On March 17, 2026, the Investor referred to in the Offering above, exercised the 1,800,543 Pre-Funded Warrants they received in the Offering. Accordingly, 1,800,543 shares of common were issued for proceeds of $1,801.

Placement Agent Warrants – February 2026

In connection with the Offering, the Company entered into a placement agency agreement (the “Placement Agency Agreement”) with Titan Partners Group LLC, a division of American Capital Partners, LLC (“Titan Partners”), pursuant to which the Company engaged Titan Partners as the placement agent (the “Placement Agent”) in connection with the Offering. The Company issued to the Placement Agent placement agent warrants to purchase up to 118,694 shares of Common Stock, with an exercise price equal to 110% of the public offering price of the shares (the “Placement Agent Warrants”). The Common Stock Purchase Warrant is exercisable between August 23, 2026 and February 23, 2031 and an exercise price of $3.71 per share. The Common Stock Purchase Warrant has an aggregate fair value of $201,780 that was determined using the Black-Scholes pricing model with the following assumptions: 55.1% volatility, risk free interest rate of 3.56%, an expected life of five years and no dividend. The aggregate fair market value of the Common Stock Purchase Warrant was recorded as an offset to gross proceeds of the Offering and an increase to additional paid-in capital.

Bridge Loan Warrants

As part 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. Such warrants are exercisable, for a period of ten years, expiring September 18, 2029, to purchase an aggregate of 9,440 shares of Common Stock of the Company at $24.63 per share. There were no warrant exercises in the three months ending March 31, 2026. As of March 31, 2026, there were 9.440 warrants outstanding in relation to the Bridge Loan.

Placement Warrants – November 2025

On November 21, 2025, the Company completed a registered direct offering with certain investors, issuing 2,285,715 shares of its Common Stock at $3.50 per share. In connection with the offering, the Company engaged A.G.P. to act as exclusive placement agent in connection with the offering. Pursuant to the placement agent agreement with A.G.P., in addition to a fixed fee based on gross proceeds, A.G.P. was issued a common stock purchase warrant to purchase 2.0% of the securities sold at an exercise price of 110% of the offering price (the “A.G.P. Warrant”), which was exercisable for 45,714 shares of the Common Stock. The A.G.P. Warrant is exercisable at any time, has a five (5)-year term and an exercise price of $3.85 per share. The A.G.P. Warrant has an aggregate fair value of $63,542 that was determined using the Black-Scholes pricing model with the following assumptions: 57% volatility, risk free interest rate of 3.59%, an expected life of five years and no dividend. The aggregate fair market value of the A.G.P. Warrant was recorded as an offset to gross proceeds of the offering and an increase to additional paid-in capital. There were no warrant exercises in the three months ending March 31, 2026. As of March 31, 2026, there were 45,714 warrants outstanding in relation to the November 2025 Placement warrants.

NOTE 17 – NONCONTROLLING INTEREST IN CONSOLIDATED SUBSIDIARIES

Abundia Biomass to Liquids Limited

From the date of its formation, Abundia Biomass to Liquids Limited was owned 77.5% by the Company and 22.5% by a former officer of the Company.

During the three months ended March 31, 2025, $549 of the net income arising in Abundia Biomass to Liquids Limited was attributable to the 22.5% non-controlling interest in the subsidiary.

Effective October 26, 2025, the noncontrolling interest in Abundia Biomass to Liquids Limited was cancelled with the consent of the former officer of the Company as part of his separation agreement with the Company.

AGIG Plastics to Liquids LLC

From the date of its formation Abundia Plastics to Liquids LLC was owned 100% by the Company.

Effective July 1, 2025, following the Share Exchange, a warrant issued to one of our technology providers vested and was exercised resulting in the technology provider becoming a 1.5% interest holder in Abundia Plastics to Liquids LLC.

Since formation, Abundia Plastics to Liquids LLC has not recognized any income or incurred any expenses and has had no net assets.

Accordingly, the non-controlling interest in Abundia Plastics to Liquids LLC has no value at this time.

NOTE 18 – LOSS PER COMMON SHARE

Loss per common share-basic is calculated by dividing net loss by the weighted average number of shares of Common Stock outstanding during the period. Net loss per common share-diluted assumes the conversion of all potentially dilutive securities and is calculated by dividing net loss by the sum of the weighted average number of shares of common stock, as defined above, outstanding plus potentially 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 amounts as the effect would be anti-dilutive.

The dilutive effect of convertible securities is calculated using the “if-converted method.” Under the if-converted method, securities are assumed to be converted at the beginning of the period, and the resulting shares of common stock are included in the denominator of the diluted calculation for the entire period being presented.

The Company analyzed the potential dilutive effect of all its agreements, however, for periods presented, the Company reported a net loss. As a result, all potentially dilutive securities, including those issued under the Convertible Note and ELOC agreements, were anti-dilutive and therefore excluded from the computation of diluted net loss per share. The following common stock equivalents were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive.24

The ~~calculation~~Company ofanalyzed ~~earnings~~the ~~(loss)~~potential ~~per~~dilutive ~~common~~effect ~~share~~of all its agreements; however, for periods presented, the ~~periods~~Company ~~indicated~~reported ~~below~~a net loss. As a result, all potentially dilutive securities were asanti-dilutive ~~follows:~~and therefore excluded from the computation of diluted net loss per share.

The calculations of loss per common share for the periods indicated below were as follows:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2026			2025
	2025			2024			2025			2024
	Three Months Ended March 31,
Numerator:
	2026			2025
Net loss	$	(7,018,861	)		(174,180	)	$	(9,072,436	)		(1,899,069	)
Numerator:
Effect of common stock equivalents		-						-
Net loss attributable to Abundia Global Impact Group, Inc.	$	(5,229,104	)		(1,011,161	)
Net loss adjusted for common stock equivalents	$	(7,018,861	)		(174,180	)	$	(9,072,436	)		(1,899,069	)
Effect of common stock equivalents		-			-
Denominator:
Net loss adjusted for common stock equivalents	$	(5,229,104	)		(1,011,161	)
Weighted average common shares - basic		33,995,899			31,778,032			33,995,899			31,778,032
Denominator:
Dilutive effect of common stock equivalents:
Weighted average common shares - basic		40,012,656			31,778,032	*
Options and warrants		-						-
Dilutive effect of common stock equivalents:
Denominator:
Options and warrants		-			-
Weighted average common shares - diluted		33,995,899			31,778,032			33,995,899			31,778,032
Denominator:
Loss per common share - basic	$	(0.21	)		(0.01	)	$	(0.27	)		(0.06	)
Weighted average common shares - diluted		40,012,656			31,778,032	*
Loss per common share - diluted	$	(0.21	)		(0.01	)	$	(0.27	)		(0.06	)
Loss per common share - basic	$	(0.13	)		(0.03	)
Loss per common share - diluted	$	(0.13	)		(0.03	)

~~For the~~* ~~three~~In ~~and~~accordance ~~nine~~with ~~months~~ASC ~~ended~~805 ~~September~~the ~~30,~~historical ~~2025~~shareholders’ ~~and~~equity ~~2024,~~of ~~the~~AGIG ~~following~~prior ~~warrants and options~~ to ~~purchase~~the ~~shares~~reverse ofacquisition ~~common~~has ~~stock were~~been ~~excluded~~retrospectively ~~from~~adjusted for the ~~computation~~equivalent number of ~~diluted~~shares ~~net~~received ~~income~~in ~~(loss)~~the ~~per~~Share ~~common~~Exchange ~~share,~~with asthe difference between the ~~inclusion~~par value of ~~such~~these shares ~~would~~and ~~be anti~~the consideration reflected in Additional Paid-~~dilutive:~~in Capital. See Note 4 – Acquisition

~~SCHEDULE~~For OFthe ~~ANTI-DILUTIVE~~three ~~SECURITIES~~months ~~EXCLUDED~~ended ~~FROM~~March ~~COMPUTATION~~31, OF2026 ~~DILUTED~~and ~~NET~~2025, ~~INCOME~~the ~~LOSS~~ following warrants, options to purchase shares of common stock, restricted stock awards and approved share awards were excluded from the computation of diluted net loss per common share, as the inclusion of such shares would be anti-dilutive.

	2025		2024		2025		2024
	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Stock warrants		9,440		9,440		9,440		9,440
ELOC shares issued		236,149		-		-		-
Total		245,589		9,440		9,440		9,440

NOTE 13 - SUBSEQUENT EVENTS

	2026		2025
	March 31
	2026		2025
Stock warrants		173,848		-
Stock options		162,668		-
Unvested restricted stock awards		64,201		-
Approved share awards		127,500		-
Total		528,217		-

~~Issuance~~NOTE 19 of—GEOGRAPHICAL ~~Shares Pursuant to the ELOC~~INFORMATION

~~Since~~The Company ~~September~~currently ~~30,~~only ~~2025,~~has ~~the~~revenues ~~Company~~and ~~issued~~long-lived ~~410~~assets,~~000~~ ~~shares of~~net ~~Common~~in ~~Stock~~the ~~under~~United States. Revenues for the ~~ELOC~~three ~~Agreement~~months ended March 31, ~~for~~2026 and ~~total~~2025 ~~gross~~and ~~proceeds~~long-lived assets as of $2March 31,~~287,609.~~ 2026 and 2025 are presented below:

~~Debt~~SCHEDULE OF ~~Restructuring~~REVENUES AND LONG LIVED ASSETS ATTRIBUTABLE TO GEOGRAPHICAL AREA

Pursuant to an Assignment, Assumption and Release Agreement, dated November 12, 2025, one of the Company’s largest stockholders, BFH agreed to acquire $3,500,000 of the outstanding principle amount of the HUSA convertible note, dated July 10, 2025, originally used to finance the purchase of the Company’s Cedar Port property.

Three Months ended
March 31, 2026

Revenues

As on
March 31, 2026

Long Lived Assets, Net

Three Months ended
March 31, 2025

Revenues

As on
March 31, 2025

Long Lived Assets, Net

Total

132,965

12,559,633

162

19NOTE 20 - SUBSEQUENT EVENTS

Acquisition of RPD Technologies Americas, LLC

On April 1, 2026, the Company completed the acquisition of RPD Technologies Americas, LLC (“RPD”) (the “Acquisition”). Pursuant to the Acquisition, the Company entered into a Membership Interest Purchase Agreement with RPD and Abundia Financial, pursuant to which the Company acquired all the issued and outstanding membership interests of RPD from Abundia Financial . Abundia Financial is considered the Company’s controlling shareholder, and it holds approximately 63% of the issued and outstanding shares of common stock of the company. The consideration transferred included a senior secured convertible promissory note with an aggregate principal amount of $4,040,000. The Company agreed to pay interest on the aggregate unconverted and then outstanding principal amount of the convertible note at the rate of ten percent (10%) per annum, occurring on the last business day of each calendar quarter.

RPD is a project development and engineering services firm focused on the design, development, scale-up, and commercialization of technologies in the refining, petrochemical, and renewable energy sectors.

Pursuant to the Acquisition, RPD became a wholly owned subsidiary of the Company. The Acquisition was completed after the balance sheet date and, accordingly, the results of RPD’s operations are not included in the accompanying unaudited condensed consolidated financial statements for the three months ended March 31, 2026.

The acquisition will be accounted for as a business combination under common control. The Company is in the process of completing the initial accounting for the acquisition.

ITEM 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Information

This Quarterly Report on Form 10-Q of ~~Houston~~Abundia ~~American~~Global ~~Energy~~Impact ~~Corp~~Group, Inc. (the “Company”) for the quarterly period ended ~~September 30~~March 31, ~~2025~~ 2026 contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”), which are intended to be covered by the safe harbors created thereby. To the extent that there are statements that are not recitations of historical fact, such statements constitute forward-looking statements that, by definition, involve risks and uncertainties. In any forward-looking statement, where we express an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement of expectation or belief will be achieved or accomplished.

The actual results or events may differ materially from those anticipated and as reflected in forward-looking statements included herein. Factors that may cause actual results or events to differ from those anticipated in the forward-looking statements included herein include the Risk Factors described in Item 1A herein, in our ~~Quarterly~~Annual Report on Form 10-~~Q of Houston American Energy Corp. (the “Company”) for the quarterly period ended June 30, 2025 (the “June Report”) and in our Form 10-~~K for the year ended December 31, ~~2024, as amended~~2025.

Readers are cautioned not to place undue reliance on the forward-looking statements contained herein, which speak only as of the date hereof. We believe the information contained in this Form 10-Q to be accurate as of the date hereof. Changes may occur after that date, and we will not update that information except as required by law in the normal course of our public disclosure practices.

Additionally, the following discussion regarding our financial condition and results of operations should be read in conjunction with the financial statements and related notes regarding the Company and AGIG contained in Item 1 of Part 1 of this Form 10-Q and in the exhibits filed with the Company’s Current Report on Form 8-K/A, filed with the SEC on August 14, 2025, as well as the Risk Factors in Item 1A, the June Report and the financial statements in Item 7 of Part II of our Form 10-K for the fiscal year ended December 31, 2024.

Overview

InOn ~~November~~July ~~2024~~1, 2025, the Company, ~~recruited~~as aHUSA, ~~new~~acquired ~~management~~all ~~team~~of the outstanding units of AGIG. Prior to ~~assist~~the ~~with~~Share ~~its~~Exchange, ~~diversification~~the ~~and~~Company topreviously ~~explore~~operated ~~opportunities~~as toan ~~add~~independent tooil ~~its~~and ~~portfolio~~gas bycompany, ~~seeking~~focusing ~~out~~on ~~new~~the development, ~~opportunities~~exploration, inexploitation, ~~various~~acquisition, ~~parts~~ and production of ~~the~~natural ~~energy~~gas ~~sector~~and crude oil properties, ~~recognizing~~with ~~the~~its ~~growing~~principal ~~demand~~properties and ~~for~~operations ~~all~~located ~~forms~~in ofthe ~~energy~~U.S. Permian Basin and ~~untapped~~additional ~~opportunities~~properties in the Louisiana U.S. Gulf Coast region. The Company intends to continue to maintain its legacy of oil and gas, ~~renewable~~assets ~~energy, and~~as ~~energy~~well ~~transition~~as ~~technologies~~AGIG LLC’s business.

OnFor ~~July~~accounting 1purposes, ~~2025,~~ the ~~Company acquired all of the outstanding units of AGIG. Prior to the~~ Share Exchange, ~~the~~is ~~Company~~treated ~~previously operated~~ as ana ~~independent~~reverse ~~oil and gas company, focusing on the development, exploration, exploitation,~~ acquisition, ~~and production of natural gas and crude oil properties,~~ with ~~its~~AGIG ~~principal~~as ~~properties and operations located in~~ the ~~U.S.~~surviving ~~Permian Basin and additional properties in the Louisiana U~~entity.~~S. Gulf Coast region. The Company intends~~ toAs ~~continue~~such, tothe ~~maintain~~historical ~~its~~financial ~~legacy~~statements ~~oil~~of ~~and~~the ~~gas~~accounting ~~assets~~acquirer, asAGIG, ~~well~~became as the ~~AGIG~~historical ~~business.~~consolidated ~~The~~financial ~~Company intends to pursue both businesses in~~statements ~~order~~of tothe ~~keep its revenue streams diversified~~Company.

The Company now primarily operates as a ~~technology~~low-carbon energy solutions company. inThrough ~~the~~our ~~recycling and renewable energy~~subsidiary, ~~environmental~~AGIG ~~change~~LLC, the ~~fuels and chemicals sectors. The~~ Company, ~~through AGIG,~~ is focused on using waste products to decarbonize the energy, fuels, and chemicals sector by providing renewable or recycled alternatives. AGIG uses a combination of proprietary, licensed and commercialized technologies to produce a complete process that turns waste plastics and biomass into crude or drop-in alternatives to fossil derived energy, fuels and chemicals. AGIG’s holistic approach has brought together the complete commercial chain with feedstocks, technology, a diverse management team, and world class off-take partners for the growing suite of products in place. Demand for these low-carbon products continues to grow due to regulatory requirements and industry commitments to decarbonize supply chains.

We, along with our partners, actively manage our resources through opportunistic acquisitions and divestitures where reserves can be identified, developed, monetized and financial resources redeployed with the objective of growing reserves, production and shareholder value.26

Recent Developments

~~Sales~~Subsequent ~~Pursuant~~Acquisition toof ~~the~~RPD ~~ELOC~~Technologies ~~Agreement~~Americas, LLC

~~Since~~On ~~September~~April 301, ~~2025~~2026, the Company ~~issued~~completed ~~410~~the acquisition of RPD. Pursuant to the Acquisition,~~000~~ ~~shares~~the Company entered into a Membership Interest Purchase Agreement with RPD and Abundia Financial, pursuant to which the Company acquired all the issued and outstanding membership interests of ~~Common~~RPD ~~Stock~~from ~~under~~Abundia Financial. Abundia Financial is considered the ~~ELOC~~Company’s ~~Agreement~~controlling shareholder, ~~for~~and ~~total~~it ~~gross~~holds ~~proceeds~~approximately 63% of the issued and outstanding shares of common stock of the company. The consideration transferred included a senior secured convertible promissory note with an aggregate principal amount of $24,~~287~~040,~~609~~000. The Company agreed to pay interest on the aggregate unconverted and then outstanding principal amount of the convertible note at the rate of ten percent (10%) per annum, occurring on the last business day of each calendar quarter.

~~Declassification~~RPD ofis ~~Board~~a project development and engineering services firm focused on the design, development, scale-up, and commercialization of ~~Directors~~technologies in the refining, petrochemical, and renewable energy sectors.

OnBecause ~~October 9, 2025,~~ the ~~Company~~Acquisition ~~filed~~closed aafter ~~certificate~~March ~~of amendment~~31, ~~(the “Certificate of Amendment”) to its certificate of incorporation~~2026, ~~as amended (~~the ~~“Certificate~~results of ~~Incorporation”), with~~RPD’s ~~the~~operations ~~Secretary~~are ofnot ~~State~~included ofin the ~~State of Delaware, pursuant to which the Certificate of Incorporation was amended to declassify the~~ Company’s ~~Board~~unaudited ofcondensed ~~Directors~~consolidated ~~(the “Board”) so that all current and future members of the Board will be elected annually~~financial ~~following~~statements ~~the~~for ~~effectiveness of~~ the ~~Certificate~~three ofmonths ~~Amendment.~~ended OnMarch ~~September 8~~31, ~~2025,~~2026. ~~the~~The ~~Board~~Acquisition ~~approved~~is anreflected ~~amendment~~as ~~(the~~a ~~“Bylaws Amendment”)~~subsequent toevent ~~the Company’s amended~~ and ~~restated~~is ~~bylaws~~disclosed ~~(the “Bylaws”)~~ in ~~order~~the notes to ~~make conforming changes to~~ the ~~Bylaws~~unaudited ~~for~~condensed ~~the~~consolidated ~~purpose~~financial ~~of declassifying the Board~~statements. ~~The~~See ~~Bylaws~~Note ~~Amendment~~20 ~~became~~— ~~effective~~Subsequent ~~on October 9, 2025~~Events.

~~Change~~The Company expects to include the results of RPD’s operations in ~~Accounting~~its ~~Firm~~consolidated financial statements beginning in the second quarter of 2026. The acquisition will be accounted for as a business combination under common control. The Company is in the process of completing the initial accounting for the acquisition.

OnFollowing ~~October~~the 2closing, ~~2025,~~ the ~~audit~~Company ~~committee~~began ~~of the Company’s~~integration ~~board~~planning ofand ~~directors~~expects ~~(the~~to ~~“Committee”)~~incur ~~approved~~costs ~~the~~associated ~~dismissal~~with ofintegrating ~~Baker~~RPD, ~~Tilly~~which ~~US,~~may ~~LLP~~include ~~(“Baker~~professional ~~Tilly”)~~fees and ~~Marcum~~other integration-related ~~LLP~~costs. asThe ~~AGIG’s~~timing and ~~the~~magnitude ~~Company’s~~of ~~independent~~any ~~registered~~such ~~public~~costs ~~accounting~~will ~~firms,~~depend ~~and~~on the ~~Committee~~pace ~~approved~~and ~~the~~scope ~~engagement~~ of ~~CBIZ~~integration ~~CPAs as the Company’s independent registered public accounting firm~~activities.

Critical Accounting Estimates and Policies

~~The preparation~~This discussion and analysis of our financial ~~statements~~condition inand ~~accordance~~results of operations is based upon our consolidated financial statements, ~~with~~which ~~GAAP~~have ~~requires~~been ~~management~~prepared toin ~~make~~conformity ~~estimates~~with ~~and~~accounting ~~assumptions~~principles ~~that~~generally ~~affect~~accepted in the ~~reported~~United ~~amounts~~States of ~~assets,~~America. ~~liabilities,~~Certain accounting ~~revenues~~policies ~~and expenses.~~are ~~See~~particularly ~~Note~~important 3to ~~for~~the ~~descriptions~~understanding of our financial position and results of operations and require the ~~Company’s~~application of significant ~~accounting~~judgment ~~policies.~~by ~~Certain~~our ofmanagement ~~these~~or ~~accounting~~can ~~policies~~be ~~involve judgments~~materially ~~and~~affected ~~uncertainties~~by changes from period to ~~such~~period anin ~~extent~~economic factors ~~there~~or isconditions that are outside of our control. As a ~~reasonable~~result, ~~likelihood~~they ~~materially~~are ~~different~~subject ~~amounts~~to ~~would~~an ~~have~~inherent ~~been~~degree ~~reported~~of ~~under~~uncertainty. In ~~different~~applying ~~conditions~~these policies, ormanagement ifuses ~~different~~its judgment to determine the appropriate assumptions ~~had~~to ~~been~~be used. ~~These~~in ~~critical~~the ~~accounting~~determination of certain estimates, ~~are~~including ~~reviewed~~but onnot alimited ~~regular~~to ~~basis. The~~business ~~Company~~combinations, ~~believes~~valuation ~~the~~of ~~following~~warrants, ~~discussions~~oil and gas reserves, and impairment of ~~critical~~long-lived ~~accounting~~assets. Those estimates ~~address~~are ~~all~~based ~~important~~on ~~accounting~~our ~~areas~~historical ~~where~~operations, ~~the~~our ~~nature~~future business plans and projected financial ofresults, ~~accounting~~the ~~estimates~~terms orof ~~assumptions~~existing iscontracts, ~~material~~observance ~~due~~of totrends in the ~~levels~~industry, ofinformation ~~subjectivity~~provided by our customers, and information ~~judgment~~available ~~necessary~~from toother ~~account~~outside ~~for~~sources, ~~highly~~as ~~uncertain~~appropriate. Actual results could materially differ from those estimates. For information regarding our ~~matters~~critical oraccounting ~~the~~policies ~~susceptibility~~as well as recent accounting pronouncements, see Note 3 of ~~such~~our ~~matters~~unaudited tocondensed ~~change~~consolidated financial statements.

~~Acquisitions~~There have ~~and~~been ~~Business~~no ~~Combinations~~changes to our critical accounting estimates from those reported in our Annual Report on 10-K for the fiscal year ended December 31, 2025.

For acquisitions meeting the definition of a business combination, the acquisition method of accounting is used. The consideration transferred for the acquired business is allocated to the assets acquired and liabilities assumed based on their fair values at the date of acquisition, including identifiable intangible assets. Any excess of the amount paid over the estimated fair values of the identifiable net assets acquired is allocated to goodwill. Acquisition-related costs, such as professional fees, are excluded from the consideration transferred and are expensed as incurred. The Company uses its best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. The Company’s estimates are inherently uncertain and subject to refinement. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. 27

Valuation of Warrants

Warrants are accounted in accordance with the guidance contained in ASC 815-40-15-7D. The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

Estimates used in Oil and Gas Reserves

Independent reserve engineers prepare the estimates of oil, NGL and natural gas reserves and associated future net cash flows on an annal basis. The SEC has defined proved reserves as the estimated quantities of oil, NGL and natural gas that geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions. The process of estimating oil, NGL and natural gas reserves is complex, requiring significant judgment in the evaluation of available geological, geophysical, engineering and economic data. In general, our estimates of future reserve volumes are primarily based on historical production on a well-to-well or property-to-property basis. The data for a given property may also change substantially over time as a result of numerous factors, including additional development activity, evolving production history and a continual reassessment of the viability of production under changing economic conditions. As a result, material revisions to existing reserve estimates occur from time to time. Although every reasonable effort is made to ensure that reserve estimates reported represent the most accurate assessments possible, the subjective assumptions and variances in available data for various properties increase the likelihood of significant changes in these estimates.

Impairments of long-lived assets

Oil & Gas

Other Long-Lived Assets The Company reviews long-lived assets for impairment in accordance with ASC 360, “Property, Plant, and Equipment,” whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. These events or changes in circumstances include, but are not limited to, significant underperformance relative to historical or projected future operating results, significant changes in the manner of use of the acquired assets or the strategy for the overall business, significant negative industry or economic trends. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset group to the estimated undiscounted cash flows over the estimated remaining useful life of the primary asset included in the asset group. If the asset group is not recoverable, the impairment loss is calculated as the excess of the carrying value over the fair value.

Results of Operations

~~Revenue.~~ The following ~~Oil~~discussion ~~and~~compares ~~Gas~~our ~~segment~~results ~~generates~~of ~~revenue~~operations ~~from~~for ~~oil~~the ~~and~~three ~~gas~~months ~~operations~~ended ~~whereas~~March ~~Renewables~~31, is2026 inand ~~pre-revenue~~2025. ~~stage~~In July 2025, ~~primarily~~we completed ~~incurring~~the ~~research~~Share Exchange and ~~development~~transitioned from a legacy oil and ~~start~~gas company to a development-upstage ~~costs~~low-carbon ~~associated~~energy ~~with~~solutions ~~its~~company. ~~development~~As set ofout ~~scalable~~in ~~technologies~~Note 4 – Acquisition, the Share Exchange was accounted for ~~converting~~as ~~plastic~~a reverse acquisition under ASC 805, with AGIG treated as the accounting acquirer and ~~biomass~~HUSA ~~waste~~treated ~~into~~as ~~renewable~~the ~~fuels~~acquired ~~and~~company ~~chemicals~~for financial reporting purposes. ~~Total~~On ~~revenue~~this ~~from~~basis the operating results of the legacy oil and gas segment ~~was~~were ~~$225,678~~included ~~for~~in the ~~three~~consolidated ~~and~~results ~~nine~~of ~~months~~operations from the date of the Share Exchange which means ~~ended~~that ~~September~~there ~~30,~~is ~~2025~~no comparative financial information included for this segment.

21Revenue. The Oil and Gas segment generates revenue from oil and gas operations whereas Renewables is in pre-revenue stage, primarily incurring research and development and start-up costs associated with its development of scalable technologies for converting plastic and biomass waste into renewable fuels and chemicals. Total revenue from the oil and gas segment was $132,965 for the three months ended March 31, 2026.

General and Administrative Expenses ~~(excluding professional fees)~~. General and administrative expense increased to $34,~~456~~582,~~958~~553 during the three months ended ~~September~~March 3031, ~~2025~~ 2026 from $~~433~~992,~~412~~599 during the three months ended ~~September~~March 3031, ~~2024, and increased to $5,419,727 during the nine months ended September 30,~~ 2025~~, from $1,715,319, during the nine months ended September 30, 2024~~. The change in general and administrative expense was ~~primarily~~ attributable to ~~fees related~~increased tocompliance ~~the~~costs ~~acquisition~~associated ofwith ~~AGIG,~~being ~~which~~a ~~subsequently~~public ~~occurred~~company ~~during~~as ~~the~~well ~~third~~as ~~quarter~~increased ofspend ~~2025.~~on investor relations and legal costs.

Other Income (Expense). Other income/expense, net, totaled ($9690,~~505~~938) during the three months ended ~~September~~March 3031, ~~2025~~2026, compared to $~~280~~593,~~114~~573 during the three months ~~ended September 30, 2024, and totaled $472,106 during~~ ~~the nine months~~ ended ~~September~~March 3031, 2025~~, compared to $1,392,050 during the nine months ended September 30, 2024~~. The change in other income/expense is primarily related to the ~~reduction~~end of the grant and the related income asin 2025 ~~progressed~~with no similar income receivable in 2026.

Financial Condition

Liquidity and Capital Resources. At ~~September~~March 3031, ~~2025~~2026, we had a cash balance of $116,~~512~~199,~~157~~166 and working capital ~~deficiency~~ of $(36,~~789~~604,~~451)~~935, compared to a cash balance of $~~525~~4,~~809~~618,621 and working capital ~~deficiency~~ of $(51,~~340~~043,~~035~~785) at December 31, ~~2024~~2025. This increase was primarily due to the ~~issuance~~registered direct offering of ~~common~~shares ~~stock~~of ~~under~~Common ~~the~~Stock ~~ELOC agreement~~ to support ~~the~~ working capital.

The Renewables segment of the Company is pre-revenue and will not generate revenue from product sales unless and until we successfully construct and commission the plastics recycling facility. In addition, we will likely incur significant expenses related to engineering and design services, product sales, marketing, and distribution activities.

As a result, we will need substantial additional funding to support our continuing operations and pursue our growth strategy. Until we can generate significant revenue from product sales, if ever, we expect to finance our operations through a combination of public or private equity offerings and debt financings and other sources, such as potential collaboration agreements, strategic alliances and product pre-sales. We may be unable to raise additional funds or enter into such other agreements or arrangements when needed on acceptable terms, or at all. Our failure to raise capital or enter into such agreements as and when needed could have a material adverse effect on our business, results of operations and financial condition. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in case of equity financing.

Cash Flows. Operating activities used cash of $43,~~606~~759,~~146~~807 ~~of cash~~ during the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026, compared to ~~cash used~~ $1,~~823~~121,~~786~~444 ~~during~~used during the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025. The change in ~~operating~~ cash ~~flow~~flows from operating activities was primarily attributable to ~~professional~~the ~~fees~~increased activities ~~related~~of to the ~~Share~~combined ~~Exchange~~business, ~~which~~including ~~was~~compliance ~~subsequently consummated~~costs, ~~during~~professional ~~the~~fees ~~third~~and ~~quarter~~increased ofstaff ~~2025~~costs.

Investing: . Investing activities used cash of $1,~~839~~765,~~093~~091 ~~of cash~~ during the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026, compared to $~~347~~217,~~127~~639 used during the ~~nine~~ three months ended ~~September~~March 3031, ~~2024~~2025. The change in cash used for investing activities was primarily attributable to the ~~purchase~~construction ofin ~~land~~progress at ~~for~~the ~~future~~Baytown ~~operations~~site.

Financing: . Financing activities raised cash of $717,~~431~~059,~~486~~097 ~~of funding~~ during the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026, compared to ~~none~~$1,185,000 raised during the three ~~nine~~ months ended ~~September~~March 3031, ~~2024~~2025. The change in cash received from financing activities was primarily attributable to the ~~HUSA~~registered direct ~~convertible~~offering ~~note~~in February 2026.

Long-Term Liabilities. At ~~September~~March 3031, ~~2025~~2026, we had long-term liabilities of $6173,~~191,700,~~088 compared to $56,~~860~~439,~~274~~464 at December 31, ~~2024~~2025. This reflects the ~~extension~~AGIG ofConvertible ~~the~~Note ~~AGIG~~which ~~Convertible note~~matures toon January 1, 2027, ~~thereby~~this ~~extending~~means ~~its~~it ~~maturity~~is ~~beyond~~now 1due ~~year~~in ~~and~~less ~~leading~~than toone-year ~~reclassification~~and recorded as ~~long~~a short-term liability.

Off-Balance Sheet Arrangements

The ~~Company~~ Company had no off-balance sheet arrangements or guarantees of third-party obligations at ~~September~~March 3031, ~~2025~~2026.

2228

ITEM 3

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are not required to provide the information required by this Item, as we are a smaller reporting company.

ITEM 4

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including the ~~our~~Company’s ~~principal~~Chief ~~executive~~Financial ~~officer~~Officer ~~and~~who also serves as our principal financial officer, we conducted an evaluation as of ~~September 30~~March 31, ~~2025~~2026 of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Exchange Act. Based on this evaluation, ~~under~~ the ~~Committee~~Company’s ~~of Sponsoring~~Chief ~~Organizations~~Financial -Officer ~~COSO Framework, management~~ concluded that our disclosure ~~internal~~controls ~~control~~and ~~over~~procedures ~~financial~~were ~~reporting was~~ not effective ~~with~~ ~~regard to the assessment of the formal control environment and control activities.~~ as of ~~September~~March 3031, ~~2025~~2026.

~~The~~This ~~Company~~conclusion ~~has~~reflects ~~identified~~the presence of material weaknesses in ~~its~~ our internal control ~~controls~~ over financial reporting, ~~with~~including ~~regard~~deficiencies toin the ~~assessment of the~~ formal control environment and control activities, such as incomplete risk assessments relating to segregation of duties and the risk of material misstatement. Management also identified a material weakness related to accounting for significant and non-standard transactions, which could result in errors or misstatements that may not be prevented or detected on a timely basis.

InWe ~~addition,~~have ~~the~~initiated ~~Company~~remediation ~~has~~efforts ~~identified~~designed ato ~~material~~enhance our ~~weakness~~control inenvironment, ~~its~~formalize ~~internal~~risk ~~controls~~assessment ~~over~~processes, ~~financial~~and ~~reporting~~strengthen ~~related~~review toand ~~the accounting~~approval procedures for significant and ~~unusual~~ non-standard transactions. These ~~weaknesses~~remediation ~~could~~activities ~~result~~are inongoing. ~~errors~~Until orsuch ~~misstatements~~measures inare ~~its~~fully ~~financial~~implemented and operating effectively for a sufficient ~~statements~~period, ~~which~~we ~~may~~cannot ~~not~~conclude bethat ~~detected~~our indisclosure acontrols ~~timely~~and ~~manner~~procedures are effective.

Until we are able to remedy these material weaknesses, we are relying on third party consultants to assist. Additional time is required to complete our staffing, fully document our systems, implement control procedures, and test their operating effectiveness before we can conclude that we have fully remediated our material weaknesses.

Changes in Internal Control over Financial Reporting

~~The~~There ~~change~~were inno ~~management~~changes ~~following~~to the ~~completion of the Share Exchange has resulted in a change in the Company’s~~ internal control, ~~(as~~over ~~defined~~financial inreporting ~~Rule 13a-15(f) under the Securities Exchange Act~~ of ~~1934). The Company has appointed a Chief Financial Officer to assume~~ the ~~duties of~~company ~~the~~identified ~~principal~~in ~~financial~~connection ~~officer thereby bringing the appropriate level of accounting knowledge and experience commensurate~~ with ~~the~~ ~~financial~~the ~~reporting~~Company’s ~~requirements~~evaluation ~~for~~referred ~~a public company. In addition~~ to ~~this~~above ~~the~~that ~~management~~occurred ~~team~~during ~~and Board of~~ the ~~Company~~quarter ~~have~~ended ~~been~~March ~~expanded which~~31, ~~brings added oversight and governance~~2026.

2329

PART II-OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we may become subject to legal proceedings, claims, or litigation arising in the ordinary course of business. We are not presently a party to any other legal proceedings that in the opinion of our management, if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, financial condition, or cash flows.

Item 1A. Risk Factors

As a smaller reporting company, we are not required to provide the information required by this item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

2430

Item 6. Exhibits

Exhibit No.		Description
4.1		Form of ~~Senior~~Placement ~~Secured~~Agent ~~Convertible Note~~Warrant, dated ~~July~~February 1023, ~~2025~~2026 (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on ~~July~~February 1623, ~~2025~~2026).
10.1		Form of Indemnification Agreement (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on July 1, 2025).
4.2		Form of Pre-Funded Warrant, dated February 23, 2026 (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on February 23, 2026).
10.2		Form of Common Stock Purchase Agreement, by and between the Company and the Investor, dated July 10, 2025 (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on July 16, 2025).
10.1		Form of Stock Option Award Agreement (incorporated by reference to the Company’s Registration Statement on Form S-8 filed with the SEC on January 26, 2026).
10.3		Form of Registration Rights Agreement, by and between the Company and the ELOC Investor, dated July 10, 2025 (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on July 16, 2025).
10.2		Form of Restricted Stock Award Agreement (incorporated by reference to the Company’s Registration Statement on Form S-8 filed with the SEC on January 26, 2026).
10.4		Form of Securities Purchase Agreement, by and between the Company and the Note Investor, dated July 10, 2025 (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on July 16, 2025)
10.3		Form of Securities Purchase Agreement, dated February 19, 2026, by and between the Company and the purchaser thereto (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on February 23, 2026).
10.5		Form of Registration Rights Agreement, by and between the Company and the Note Investor, dated July 10, 2025 (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on July 16, 2025)
10.4		Form of Placement Agency Agreement, dated February 19, 2026, by and between the Company and Titan Partners Group LLC (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on February 23, 2026).
10.6		Form of Security Agreement, dated July 10, 2025 (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on July 16, 2025)
10.7		Form of Subsidiary Guarantee, dated July 10, 2025 (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on July 16, 2025)
31.1*		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		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
32.2		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
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

In accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are being furnished and not filed.

* Filed herewith.

2531

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf by the undersigned thereunto duly authorized.

	HOUSTON AMERICAN ENERGY CORP.
	ABUNDIA GLOBAL IMPACT GROUP, INC.
Date: November 19, 2025	By:	/s/ Edward Gillespie
Date: May 8, 2026	By:	/s/ Edward Gillespie
		Edward Gillespie
		Chief Executive Officer
		(Principal Executive Officer)
Date: November 19, 2025	By:	/s/ Lucie Harwood
Date: May 8, 2026	By:	/s/ Lucie Harwood
		Lucie Harwood
		Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer)

2632

Filing Compare · ABUNDIA GLOBAL IMPACT GROUP, INC.