RELATED PARTY TRANSACTIONS |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Related Party Transactions [Abstract] | |
| RELATED PARTY TRANSACTIONS | NOTE 7 – RELATED PARTY TRANSACTIONS
At June 30, 2026, ICT Investments (“ICT”), its Managing Partner Dmitriy Nikitin, and its affiliates Fonon Corporation and Fonon Technology, Inc., owns shares of the Company’s common shares, or % of the Company’s shares outstanding.
ICT Investments provides the Company accounting services and various management services on an as needed basis. During the six months ended June 30, 2026, and 2025, the Company incurred approximately $46,154 and $35,760, respectively, to ICT for accounting services.
During the six months ended June 30, 2026 and 2025, the Company paid $103,846 and $90,000, respectively, to Dmitriy Nikitin, Managing Partner of ICT Investments, for strategic advisory and business development services. Management believes the fees paid are reasonable and substantially consistent with rates that would be paid to unaffiliated third parties for comparable services. Related-party transactions are conducted on terms management believes are no less favorable to the Company than those available from unaffiliated parties.
For the six months ended June 30, 2026, and 2025, affiliate revenue totalled $0 and $391,818, respectively. Affiliate revenue is included within net sales in the accompanying condensed consolidated statements of operations.
Accounts payable due to ICT, and its affiliates, as of June 30, 2026, and December 31, 2025, were $301,150 and $349,461, respectively.
During the six months ended June 30, 2026, the Company repaid the outstanding principal and accrued interest owed to ICT Investments, an entity controlled by the holder of a majority of the Company’s outstanding common stock. As of June 30, 2026, the only remaining amount payable to ICT Investments related to these borrowings was approximately $50,615 of unpaid default fees, which are included in accrued expenses in the condensed consolidated balance sheet.
On May 7, 2026, the Company entered into a Master Services Agreement (the “MSA”) with The CFO Portal, LLC (“CFO Portal”), the principal of which, Roman Franklin, served as the Company’s Principal Financial Officer, providing for a monthly retainer of $22,500 plus event-based fees; the arrangement was accounted for as a related-party transaction. On June 24, 2026, the Company and CFO Portal terminated the MSA effective June 19, 2026, and in connection with the termination the Company paid all past-due fees and a lump-sum payment of $50,000 and agreed to continue directors’ and officers’ insurance coverage and indemnification for Mr. Franklin with respect to his prior service. During the six months ended June 30, 2026, the Company incurred approximately $104,645 under the MSA, including the termination payment, all of which was paid and expensed during the period, and no amounts were payable to CFO Portal as of June 30, 2026.
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