Related Party Transactions

3 Months Ended

Mar. 31, 2025

Related Party Transactions

Related Party Transactions

Note 10 – Related Party Transactions

The related parties that had material transactions for the three months ended March 31, 2025 and 2024, consist of the following:

Related Party	Nature of Relationship to the Company
A	An Ohio limited liability company - a significant shareholder
B	Owner of A and our Chief Executive Officer of the Company from April 1, 2025
C	Chief Executive Officer of the Company until March 31, 2025 and Vice President of Operations from April 1, 2025.
D	A California limited liability company owned by a related party E
E	Significant shareholder and our Chief Technology Officer
F	Director and Chief Executive Officer of GEVI Insurance Holdings Inc.
G	A Delaware limited liability company – Series A Preferred shareholder
H	Subsidiary - MFB Ohio board advisor, resigned during 2024
I	Subsidiary - MFB Ohio board advisor, resigned during 2024
J	Subsidiary - MFB Ohio board advisor
K	Subsidiary - MFB Ohio board advisor
L	Subsidiary - MFB Ohio board advisor

For the three months ended March 31, 2025 and 2024, expenses to related parties and their nature consists of:

	Three Months Ended
	March 31
Related Party	2025		2024		Nature of transaction	Financial Statement Line Item
A	$	14,220	$	-	Interest payable related to Convertible note	Interest expenses - related party
A	$	2,103,600	$	-	150,000 Series C preferred stock for consulting fee	Professional fees - related party
C	$	141,500	$	25,000	Cash paid for management fee	Management compensation
D	$	16,000	$	16,800	Cash paid for consulting fees	Professional fees - related party
D	$	4,000	$	4,200	Cash paid for consulting and advisory fees	Cost of revenue - related party
E	$	-	$	28,854	Cash paid for management fee	Professional fees - related party
E	$	91,290	$	43,146	Cash paid for royalty and sales commissions	Cost of revenue - related party
F	$	420,720	$	-	30,000 Series C preferred stock for management compensation	Management compensation
F	$	-	$	348,000	20,000 shares of Series C preferred stock for advisory fee	Professional fees - related party
H	$	-	$	85,980	100,000 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	$	-	$	429,900	500,000 shares of common stock issued for advisory fee	Professional fees - related party
K	$	-	$	128,970	150,000 shares of common stock issued for advisory fee	Professional fees - related party
L	$	-	$	214,950	250,000 shares of common stock issued for advisory fee	Professional fees - related party

Convertible notes – related parties

The components of convertible notes as of March 31, 2025 and December 31, 2024, were as follows:

	Principal			Effective			Stated Interest			March 31,			December 31,
Payment date	Amount		Maturity date	Interest rate			Rate			2025			2024
December 1, 2024	$	576,693	December 31, 2025		-			10	%	$	576,693		$	576,693
February 2025	$	2,000,000	February 28, 2026		354	%		10	%		2,000,000			-
Total Convertible notes										$	2,576,693		$	576,693
Less: Unamortized debt discount											(1,793,237	)		-
											783,456			576,693
Less: Current portion											(783,456	)		(576,693	)
Long -term portion										$	-		$	-

On December 31, 2024, the Company issued a 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.

In February 2025, the Company entered into one (1) subscription agreement for convertible notes ($2,000,000) and warrants (2,500,000 shares of common stock) with a related party G. The convertible notes have a term of twelve (12) months, at an interest rate of 10% per annum and warrants are with a term of five (5) years, at exercise price of $0.50 per share. The outstanding principal amount of convertible notes and unpaid interest is convertible at a fixed conversion price of $0.40. The obligations of the Company under the convertible note are secured by a pledge of the Company’s membership interests in MFB Ohio. In the event of a default, related party G could proceed against the equity of MFB Ohio pledged to collateralize the convertible note. MFB Ohio owns the Company’s intellectual property portfolio. The Company paid 8% original discount of $160,000 and financing fee of $63,918 and recorded these financing cost as debt discount. The Company has accounted for the convertible debt at amortized cost under ASC 470-20.

During the three months ended March 31, 2025, the Company recognized the debt discount of $1,824,087 (Original Issued Discounts of discount and financing fee of $223,918 and warrants of $1,600,169).

During the three months ended March 31, 2025, the Company recognized interest expenses of $31,206 and amortization of debt discount of $30,850. As of March 31, 2025, the Company recorded accrued interest of $31,206.