v3.25.3
Related Party Transactions
9 Months Ended
Sep. 30, 2025
Related Party Transactions [Abstract]  
Related Party Transactions

Note 4. Related Party Transactions

 

Employment agreements

 

On January 5, 2021, the Company entered into an employment agreement with Mr. Stone Douglass pursuant to which Mr. Douglass agreed to serve as Chief Executive Officer commencing on January 1, 2021, for an initial term of three years. The term will be extended automatically for one year on January 1, 2024 and each annual anniversary thereof (the “Extension Date”) unless, and until, at least ninety days prior to the applicable Extension Date either Mr. Douglass or the Company provides written notice to the other party that the employment agreement is not to be extended (the later of January 1, 2024 or the last date to which the term is extended will be the end of the term). Mr. Douglass will receive a base annual salary of $180,000. On January 1, 2024, Mr. Douglass reduced his base salary to $120,000. During the nine months ended September 30, 2025, the Company recognized $90,000 of expense related to this agreement. As of September 30, 2025 and December 31, 2024, the Company has accrued $472,200 and $382,200, respectively, of compensation payable to Mr. Douglass.

 

On December 27, 2023, the Company entered into an employment agreement with Mr. Daniel E. Chartock pursuant to which Mr. Chartock agreed to serve as Chief Growth Officer commencing on December 27, 2023, for an initial term of three years. The term will be extended automatically for one year on December 26, 2026 and each annual anniversary thereof (the “Extension Date”) unless, and until, at least ninety days prior to the applicable Extension Date either Mr. Chartock or the Company provides written notice to the other party that the employment agreement is not to be extended (the later of September 26, 2026 or the last date to which the term is extended will be the end of the term). Mr. Chartock will receive a base annual salary of $120,000. During the nine months ended September 30, 2025, the Company recognized $90,000 of expense related to this agreement. As of September 30, 2025 and December 31, 2024, the Company has accrued $210,000 and $120,000 of compensation payable to Mr. Chartock, respectively.

 

On January 1, 2024, the Company entered into an employment agreement with Mr. Dar-Lon Chang pursuant to which Mr. Chang agreed to serve as President commencing on January 1, 2024, for an initial term of three years. The term will be extended automatically for one year on December 31, 2027 and each annual anniversary thereof (the “Extension Date”) unless, and until, at least ninety days prior to the applicable Extension Date either Mr. Chang or the Company provides written notice to the other party that the employment agreement is not to be extended (the later of September 30, 2027 or the last date to which the term is extended will be the end of the term). Mr. Chang will receive a base annual salary of $120,000. During the nine months ended September 30, 2025, the Company recognized $90,000 of expense related to this agreement. As of September 30, 2025 and December 31, 2024, the Company has accrued $210,000 and $120,000 of compensation payable to Mr. Chang, respectively

 

Advances

 

During the nine months ended September 30, 2025, an officer of Company’s paid $1,177 of expenses on the Company’s behalf. The advances are unsecured, non-interest bearing and are payable on demand. As of September 30, 2025 and December 31, 2024, advances from related parties totaled $61,735 and $60,558, respectively.

 

Convertible notes

 

On March 31, 2022, the Company entered into a Media Buying agreement with NarrativIQ, a division of CitadelX Technologies Inc., of which Mr. Chartock is a Partner. On December 27, 2023, the Company converted $354,795 of accrued expense with NarrativIQ into a senior convertible note. The note is unsecured, bears interest at 8% per year, is due and payable on December 31, 2024, and is convertible into shares of the Company’s common stock. The number of shares of the Company’s common stock which will be issued upon any conversion will be determined by dividing the amount to be converted by $0.10. On January 1, 2025, the Company entered into a note agreement with CitadelX Technologies Inc. to consolidate the accrued interest of $28,460 and the principal amount of $354,795 into a new note with a principal balance of $383,255. The note is unsecured, bears interest at 8% per year, is due and payable on January 1, 2026, and is convertible into shares of the Company’s common stock. The number of shares of the Company’s common stock which will be issued upon any conversion will be determined by dividing the amount to be converted by $0.025.

 

On December 15, 2023, the Company entered into a development agreement with CitadelX Technologies Inc. Per the agreement, CitadelX Technologies Inc. will develop an integrated business management platform for the Company. The Company expects the initial release of the platform to be completed in 2025. In consideration for the platform, the Company issued 1,000,000 shares of the Company’s common stock, valued at $100,000, and issued a $395,000 senior convertible note. The note is unsecured, bears interest at 8% per year, is due and payable on December 31, 2024, and is convertible into shares of the Company’s common stock. The number of shares of the Company’s common stock which will be issued upon any conversion will be determined by dividing the amount to be converted by $0.10. The Company recorded the total consideration paid of $495,000 as a deposit on software as of December 31, 2024. On January 1, 2025, the Company entered into a note agreement with CitadelX Technologies Inc. to consolidate the accrued interest of $31,687 and the principal amount of $395,000 into a new note with a principal balance of $426,687. The note is unsecured, bears interest at 8% per year, is due and payable on January 1, 2026, and is convertible into shares of the Company’s common stock. The number of shares of the Company’s common stock which will be issued upon any conversion will be determined by dividing the amount to be converted by $0.025. On March 31, 2025, the Company reclassified the $495,000 deposit on software to general and administrative expense.

 

During the three months ended March 31, 2025, the Company incurred fees of $1,105,305 from CitadelX Technologies Inc. for the development of the SmartGreen OS™, a Smart Energy Planning and Management platform. In consideration for the SmartGreen OS™ platform, the Company issued a $1,105,305 senior convertible note. The note is unsecured, bears interest at 8% per year, is due and payable on January 31, 2026, and is convertible into shares of the Company’s common stock. The number of shares of the Company’s common stock which will be issued upon any conversion will be determined by dividing the amount to be converted by $0.025.

 

On March 31, 2025, the Company converted marketing fees and interest of $244,528 due to NarrativIQ for services provided into a convertible note payable. The note is unsecured, bears interest at 8% per year, is due and payable on December 31, 2025, and is convertible into shares of the Company’s common stock. The number of shares of the Company’s common stock which will be issued upon any conversion will be determined by dividing the amount to be converted by $0.025.

 

As of September 30, 2025 and December 31, 2024, the convertible notes, related party balance was $2,159,775 and $749,795 with accrued interest of $103,263 and $60,805, respectively.

 

Other

  

During the nine months ended September 30, 2025, the Company incurred marketing fees from NarrativIQ and developments fees from CitadelX Technologies Inc. of $145,222 and $459,562 from NarrativIQ for services provided, respectively, which were recorded in accrued expenses, related party.