v3.25.3
RELATED PARTY TRANSACTIONS
 9 Months Ended
Sep. 30, 2025
RELATED PARTY TRANSACTIONS  
RELATED PARTY TRANSACTIONS

NOTE 3 - RELATED PARTY TRANSACTIONS

On March 23, 2022, the Company executed a Revolving Promissory Note (the “Bronson Note”), in the principal amount of up to $200,000 payable to Steven N. Bronson, the Company’s Chairman of the Board, President and Chief Executive Officer, pursuant to which Mr. Bronson may make loans to the Company from time to time. The Bronson Note has a maturity date of March 23, 2027, and provides for interest to accrue on the unpaid principal at a rate of eight percent (8.0%) per annum (calculated on the basis of a 360-day year), compounded quarterly and payable quarterly on the last business day of the calendar quarter. The Bronson Note may be prepaid by the Company at any time without penalty.

On September 27, 2022, the Company executed a Revolving Promissory Note (the “Qualstar Note”), payable to Qualstar Corporation (“Qualstar”). Mr. Bronson is the President and CEO of Qualstar Corporation, as well as its largest shareholder. Under the terms of the Qualstar Note, Qualstar may (but is not required to) make loans to the Company from time to time upon request by the Company, up to a maximum principal amount of $200,000 outstanding at any time. The Note may be prepaid by the Company at any time without penalty and is repayable on demand by Qualstar on or after December 31, 2024. The Note provides for interest to accrue on the outstanding principal balance at a rate of ten percent (10.0%) per annum (calculated on the basis of a 360-day year), compounded and payable quarterly. As of the date of issuance of these financial statements, Qualstar has not made a demand for payment.

During the three and nine months ended September 30, 2024 and September 30, 2025 the following amounts were payable under all loans:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

Note Payable to

​

Note Payable to

​

​

Steven N. Bronson

​

Qualstar Corporation

​

    

Principal

    

Interest

    

Principal

    

Interest

​

​

​

​

​

​

​

​

​

​

​

​

​

Balance December 31, 2023

​

$

30,000

​

$

4,858

​

$

100,000

​

$

8,053

​

​

​

​

​

​

​

​

​

​

​

​

​

Additions

​

​

—

​

​

969

​

​

—

​

​

3,037

Cash Payments

​

​

(—)

​

​

(—)

​

​

(—)

​

​

(—)

Balance March 31, 2024

​

$

30,000

​

$

5,827

​

$

100,000

​

$

11,090

​

​

 

​

​

 

​

​

​

​

​

​

​

Additions

​

​

—

​

​

1,087

​

​

10,000

​

​

3,317

Cash Payments

​

​

(—)

​

​

(—)

​

​

(—)

​

​

(—)

Balance June 30, 2024

​

$

30,000

​

$

6,914

​

$

110,000

​

$

14,407

​

​

​

​

​

​

​

​

​

​

​

​

​

Additions

​

​

—

​

​

1,240

​

​

—

​

​

3,721

Cash Payments

​

​

(—)

​

​

(—)

​

​

(—)

​

​

(—)

Balance September 30, 2024

​

$

30,000

​

$

8,154

​

$

110,000

​

$

18,128

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

Note Payable to

​

Note Payable to

​

​

Steven N. Bronson

​

Qualstar Corporation

​

    

Principal

    

Interest

    

Principal

    

Interest

Balance December 31, 2024

​

$

30,000

​

$

7,313

​

$

110,000

​

$

19,176

​

​

​

​

​

​

​

​

​

​

​

​

​

Additions

​

​

—

​

​

665

​

​

25,000

​

​

3,910

Cash Payments

​

​

(—)

​

​

(—)

​

​

(—)

​

​

(—)

Balance March 31, 2025

​

$

30,000

​

$

7,978

​

$

135,000

​

$

23,086

​

​

​

​

​

​

​

​

​

​

​

​

​

Additions

​

​

—

​

​

765

​

​

—

​

​

3,985

Cash Payments

​

​

(—)

​

​

(—)

​

​

(—)

​

​

(—)

Balance March 31, 2025

​

$

30,000

​

$

8,743

​

$

135,000

​

$

27,071

​

​

​

​

​

​

​

​

​

​

​

​

​

Additions

​

​

—

​

​

780

​

​

25,000

​

​

4,404

Cash Payments

​

​

(—)

​

​

(—)

​

​

(—)

​

​

(—)

Balance September 30, 2025

​

$

30,000

  

$

9,523

​

$

160,000

​

$

31,475

​

On April 23, 2024 the Company sold 25,000,000 shares (the “Unregistered Shares”) of its Common Stock to its President and Chief Executive Officer, and a member of the Board of Directors, Steven N. Bronson (the “Purchaser”), at a price of $0.002 per share, for an aggregate purchase price of $50,000. Purchaser paid the purchase price for the Unregistered Shares in cash.

The Unregistered Shares were offered and sold exclusively to Purchaser, an executive officer and director of the Company and an accredited investor, in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), as a transaction not involving a public offering, pursuant to Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. Purchaser represented his intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the stock certificate representing the Shares issued in the transaction. The offer and sale of the Shares were made without any general solicitation or advertising.