ADVANCES FROM RELATED PARTIES

12 Months Ended

Dec. 31, 2024

Related Party Transactions [Abstract]

ADVANCES FROM RELATED PARTIES

NOTE 3 – ADVANCES FROM RELATED PARTIES

During the year ended December 31, 2021, shareholders of the Company, and a company whose principal stockholder is also a stockholder of the Company, advanced the Company $14. The advances accrued no interest, were unsecured and were due on demand. During the year ended December 31, 2022, the Company repaid $10 of the advances, and as of December 31, 2023 and September 17, 2024 (the date of the closing of the Company’s IPO), a total of $4 was outstanding.

During the three months ended September 30, 2024, the officers agreed to automatically convert the principal into shares of the Company’s common stock upon the closing of the IPO transaction. Upon the closing of the IPO, all of the principal automatically converted into 1,664 shares of the Company’s common stock based on the conversion price of $2.40, which was 60% of the IPO closing price of $4.00. As the officers received 666 additional shares based on the 40% discounted price, the fair value of those shares, $3, was recorded as a financing cost during the year ended December 31, 2024. As of December 31, 2024, no principal or interest was due on the advances.

During the year ended December 31, 2024, the Company entered into agreements with CEO.CA Technologies Ltd. and Belair Capital Advisors Inc., shareholders of the Company, pursuant to which they will provide certain services to the Company. The Company made payments of $250 and $365, respectively, to these companies as advances for future services to be performed (see Note 7).