| Schedule of expenses to related parties and their nature |
| Schedule of expenses to related parties and their nature | |
| | | |
| | | |
|
| | |
December 31, | | |
December 31, | | |
|
| Related Party | |
2025 | | |
2024 | | |
Nature of transaction |
| A | |
$ | 300 | | |
$ | – | | |
Operating expense paid on behalf of the Company |
| F | |
| 167,671 | | |
| – | | |
Accrued interest related to convertible note related party |
| | |
$ | 167,971 | | |
$ | – | | |
|
During the years ended December 31, 2025 and
2024, related party A advanced to the Company an amount of $0
and $2,000
for working capital proposes and $25,300 and $6,496 for operating expenses paid directly to vendors, on behalf of the Company,
respectively. During the years ended December 31, 2025 and 2024, the Company repaid $25,000 and $330,000 owing to the related party
A and $0 and $410,880 owing to the related party B, respectively. On December 31, 2024, the Company issued a $576,693 convertible
note to related party A in exchange for the amount due to related party A and B of $576,693. During the year ended December 31, 2025, a company controlled by related
party B was reimbursed $75,000 for expenses paid on behalf of the Company.
For the years ended December 31, 2025 and 2024, expenses
to related parties and their nature consists of:
| | |
Years Ended | | |
| |
|
| | |
December 31, | | |
| |
|
| Related Party | |
2025 | | |
2024 | | |
Nature of transaction | |
Financial Statement Line Item |
| A | |
$ | 2,103,600 | | |
$ | – | | |
150,000 Series C Convertible Preferred Stock for consulting fee | |
Professional fees - related party |
| C | |
$ | 21,600 | | |
$ | 77,600 | | |
Cash paid for consulting fees | |
Professional fees - related party |
| C | |
$ | 4,000 | | |
$ | 19,400 | | |
Cash paid for consulting and advisory fees | |
Cost of revenue - related party |
| D | |
$ | – | | |
$ | 163,654 | | |
Cash paid for management fee | |
Professional fees - related party |
| D | |
$ | 56,290 | | |
$ | 81,917 | | |
Cash paid for royalty and sales commissions | |
Cost of revenue - related party |
| E | |
$ | 420,720 | | |
$ | – | | |
30,000 Series C Convertible Preferred Stock for management compensation | |
Management compensation |
| E | |
$ | – | | |
$ | 348,000 | | |
20,000 shares of Series C Convertible Preferred Stock for advisory fee | |
Professional fees - related party |
| F | |
$ | 2,511,855 | | |
$ | – | | |
69,007 Series C Convertible Preferred Stock for services | |
Financing expense |
| G | |
$ | 39,885 | | |
$ | – | | |
Edgar filing expense | |
General and administrative |
| G | |
$ | 51,174 | | |
$ | – | | |
Professional service - accounting | |
Professional fees - related party |
|
| Schedule of convertible debt related party |
| Schedule of convertible debt related party | |
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| |
| | | |
| | | |
| | | |
| | |
| | |
| | |
| |
Effective | | |
Stated | | |
| | |
| |
| | |
Principal | | |
| |
Interest | | |
Interest | | |
December 31, | | |
December 31, | |
| Payment date | |
Amount | | |
Maturity date | |
Rate | | |
Rate | | |
2025 | | |
2024 | |
| December 2024 | |
$ | 576,693 | | |
December 31, 2025 | |
| – | | |
| 10% | | |
$ | – | | |
$ | 576,693 | |
| February 2025 | |
$ | 2,000,000 | | |
February 28, 2026 | |
| 128% | | |
| 10% | | |
| 2,000,000 | | |
| – | |
| Total Convertible notes | |
| | | |
| |
| | | |
| | | |
$ | 2,000,000 | | |
$ | 576,693 | |
| Less: Unamortized debt discount | |
| | | |
| |
| | | |
| | | |
| (714,600 | ) | |
| – | |
| | |
| | | |
| |
| | | |
| | | |
| 1,285,400 | | |
| 576,693 | |
| Less: Current portion | |
| | | |
| |
| | | |
| | | |
| (1,285,400 | ) | |
| (576,693 | ) |
| Long-term portion | |
| | | |
| |
| | | |
| | | |
$ | – | | |
$ | – | |
|