Related Party Transactions

9 Months Ended

Sep. 30, 2025

Related Party Transactions

Related Party Transactions

Note 10 – Related Party Transactions

The related parties that had material transactions for the nine months ended September 30, 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 former Chief Executive Officer of the Company from April 1, 2025 to October 1, 2025. Current Chairman of the Board of Directors.
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	A company controlled by our Chief Financial Officer

For the nine months ended September 30, 2025 and 2024, expenses to related parties and their nature consists of:

	Nine Months Ended
	September 30,
Related Party	2025		2024		Nature of transaction	Financial Statement Line Item
A	$	2,103,600	$	-	150,000 Series C preferred stock for consulting fee	Professional fees - related party
A	$	25,300	$	6,495	Payment operating expenses on behalf of the Company	Due to related party
A	$	25,000	$	60,000	Repayment loan	Due to related party
D	$	21,600	$	64,800	Cash paid for consulting fees	Professional fees - related party
D	$	4,000	$	16,200	Cash paid for consulting and advisory fees	Cost of revenue - related party
E	$	-	$	108,808	Cash paid for management fee	Professional fees - related party
E	$	91,290	$	83,192	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
G	$	2,511,855	$	-	69,007 Series C preferred stock for services	Financing expense
H	$	16,065	$	-	Edgar filing expense	General and administrative
H	$	39,624	$	-	Professional service - accounting	Professional fees - related party

For the three months ended September 30, 2025 and 2024, expenses to related parties and their nature consists of:

	Three Months Ended
	September 30,
Related Party	2025		2024		Nature of transaction	Financial Statement Line Item
D	$	5,600	$	23,200	Cash paid for consulting fees	Professional fees - related party
D	$	-	$	5,800	Cash paid for consulting and advisory fees	Cost of revenue - related party
E	$	-	$	39,544	Cash paid for management fee	Professional fees - related party
E	$	-	$	20,456	Cash paid for royalty and sales commissions	Cost of revenue - related party
H	$	1,458	$	-	Edgar filing expense	General and administrative
H	$	20,224	$	-	Professional service -accounting	Professional fees - related party

Convertible notes – related parties

The components of convertible notes as of September 30, 2025 and December 31, 2024, were as follows:

				Effective			Stated
	Principal		Maturity	Interest			Interest			September 30,			December 31,
Payment date	Amount		date	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		128	%		10	%		2,000,000			-
Total Convertible notes										$	2,576,693		$	576,693
Less: Unamortized debt discount											(729,143	)		-
											1,847,550			576,693
Less: Current portion											(1,847,550	)		(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 $2.16. 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 (416,667 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 $3.00 per share. The outstanding principal amount of convertible notes and unpaid interest is convertible at a fixed conversion price of $2.40. 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 costs as debt discount. The Company has accounted for the convertible debt at amortized cost under ASC 470-20.

During the nine months ended September 30, 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 and nine months ended September 30, 2025, the Company recognized interest expenses of $64,946 and $160,393 and amortization of debt discount of $915,548 and $1,094,944, respectively. As of September 30, 2025, the Company recorded accrued interest of $160,393.