Related Party Transactions

12 Months Ended

Dec. 31, 2024

Related Party Transactions

Related Party Transactions

Note 11 – Related Party Transactions

The related parties that had material transactions for the years ended December 31, 2024 and 2023, consist of the following:

Related Party	Nature of Relationship to the Company
A	An Ohio Corporation – a significant shareholder
B	Owner of related party A
C	Chief Executive Officer (CEO) of the Company
D	A California Corporation owned by related party E
E	Significant shareholder
F	Former MFB Ohio board advisor, resigned during 2024
G	MFB Ohio board advisor
H	MFB Ohio board advisor
I	MFB Ohio board advisor
J	Director and Chief Executive Officer of GEVI Insurance Holdings Inc.
K	Former MFB Ohio board advisor, resigned during 2024

As of December 31, 2024 and 2023, amounts owing to related parties consists as follows:

	December 31,		December 31,
Related Party	2024		2023
A	$	-	$	897,197
B		-		411,880
	$	-	$	1,309,077

During the years ended December 31, 2024 and 2023, related party A advanced to the Company an amount of $2,000 and $307,500 for working capital proposes and $6,495 and $246,425 for operating expenses paid directly to vendors, on behalf of the Company, respectively. During the years ended December 31, 2024 and 2023, the Company repaid $330,000 and $125,000 owing to the related party A and $410,880 and $0 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.

For the years ended December 31, 2024 and 2023, expenses to related parties and their nature consists of:

	Year Ended
	December 31
Related Party	2024		2023		Nature of transaction	Financial Statement Line Item
C	$	75,000	$	-	Cash paid for management fee	General and administration
D	$	77,600	$	120,400	Cash paid for consulting fees	Professional fees - related party
D	$	19,400	$	30,100	Cash paid for consulting and advisory fees	Cost of revenue – related party
E	$	163,654	$	139,196	Cash paid for management fee	Professional fees - related party
E	$	81,917	$	47,304	Cash paid for royalty and sales commissions (See Note14)	Cost of revenue – related party
F	$	214,950	$	-	250,000 shares of common stock issued for advisory fee	Professional fees - related party
G	$	429,900	$	-	500,000 shares of common stock issued for advisory fee	Professional fees - related party
H	$	128,970	$	-	150,000 shares of common stock issued for advisory fee	Professional fees - related party
I	$	214,950	$	-	250,000 shares of common stock issued for advisory fee	Professional fees - related party
J	$	348,000	$	-	20,000 shares of Series C preferred stock for advisory fee	Professional fees - related party
K	$	85,980	$	-	100,000 shares of common stock issued for advisory fee	Professional fees - related party

Convertible note – related party

On December 31, 2024, the Company issued convertible note of $576,693, to related party A, in exchange for the amount due to related party. The convertible note has a term of twelve (12) months, at an interest rate of 10% per annum. The outstanding principal amount of convertible note and unpaid interest is convertible at a fixed conversion price of $0.36. The conversion price is a fixed price and the Company determined that conversion feature did not need to be bifurcated. The Company has accounting for the convertible debt at amortized cost under ASC 470-20.

As of December 31, 2024, the Company recorded convertible note – related party of $576,693.