v3.25.1
NOTES PAYABLE TO SHAREHOLDER
12 Months Ended
Dec. 31, 2024
Defined Benefit Plan Disclosure [Line Items]  
NOTES PAYABLE TO SHAREHOLDER

NOTE 7 – NOTE PAYABLE

 

On March 1, 2021, an individual loaned the predecessor company $35,000 in exchange for an unsecured promissory note that included interest at the rate of 10% per annum on the unpaid principal balance with all unpaid principal and interest due on or before March 1, 2022. The maturity date was extended to December 31, 2022. Interest is due and payable on the first day of each month. As of December 31, 2024 and 2023, the Company owes $35,000 in principal and accrued interest of $13,345 and $4,595 as of December 31, 2024 and 2023, respectively.

 

 

Majority Shareholder [Member]  
Defined Benefit Plan Disclosure [Line Items]  
NOTES PAYABLE TO SHAREHOLDER

NOTE 9 – NOTES PAYABLE TO SHAREHOLDER

 

Notes payable to shareholder consisted of the following:

 

   December 31,   December 31, 
   2024   2023 
         
December 6, 2021 ($50,000)  $50,000   $50,000 
February 11, 2022 ($150,000)   150,000    150,000 
May 8, 2022 ($550,000)   550,000    550,000 
May 16, 2022 ($1,100,000)   1,100,000    1,100,000 
May 18, 2022 ($450,000)   450,000    450,000 
June 1, 2022 ($500,000)   500,000    500,000 
June 30, 2022 ($922,028)   922,028    922,028 
August 25, 2022 ($290,000)   290,000    290,000 
November 15, 2022 ($450,000)   450,000    450,000 
May 16, 2023 ($150,000)   150,000    150,000 
May 18, 2023 ($50,000)   50,000    50,000 
June 5, 2023 ($150,000)   150,000    150,000 
June 20, 2023 ($50,000) – Funding Commitment   50,000    50,000 
July 13, 2023 ($50,000) – Funding Commitment   50,000    50,000 
August 1, 2023 ($190,000) – Funding Commitment   190,000    190,000 
August 7, 2023 ($50,000) – Funding Commitment   42,432    50,000 
Total notes payable to stockholder (current)  $5,144,460   $5,152,028 

 

  December 6, 2021 – $50,000

 

On December 6, 2021, the Company entered into a Loan Authorization and Agreement for a loan of $50,000 from a shareholder, the proceeds of which were used to be used for working capital purposes. Beginning on June 1, 2022, the loan required a payment of $4,303 per month, which included principal and interest with an interest rate of 6 % per annum. The total balance of principal and interest was due on May 1, 2023. As of December 31, 2024 and 2023, the loan is due upon demand.

 

 

  February 11, 2022 – $150,000

 

On February 11, 2022, the Company entered into a Loan Authorization and Agreement for a loan of $150,000 from a shareholder, the proceeds of which were to be used for working capital purposes. Beginning on June 1, 2022, the loan required a payment of $12,910 per month, which included principal and interest with an interest rate of 6% per annum. The total balance of principal and interest was due on May 1, 2023. As of December 31, 2024 and 2023, the loan is due upon demand.

 

  May 8, 2022 – $550,000

 

On May 8, 2022, the Company entered into a Loan Authorization and Agreement for a loan of $550,000 from a shareholder, the proceeds of which were to be used for working capital purposes. As of September 30, 2023 and December 31, 2022, the principal balance was $550,000 and $550,000, respectively. Beginning on June 1, 2022, the loan required a payment of $47,337 per month, which included principal and interest with an interest rate of 6% per annum. The total balance of principal and interest was due on May 1, 2023. As of December 31, 2024 and 2023, the loan is due upon demand.

 

  May 16, 2022 – $1,100,000

 

On May 16, 2022, the Company entered into a Loan Authorization and Agreement for a loan of $1,100,000 from a shareholder, the proceeds of which were to be used for working capital purposes. Interest began accruing at the rate of 8.5% per annum on June 17, 2022 and was due on May 16, 2023. As of December 31, 2024 and 2023, the loan is due upon demand.

 

  May 18, 2022 – $450,000

 

On May 18, 2022, the Company entered into a Loan Authorization and Agreement for a loan of $450,000 from a shareholder, the proceeds of which were to be used for working capital purposes. Interest began accruing at the rate of 8.5% per annum on June 19, 2022 and was due on May 18, 2023. As of December 31, 2024 and 2023, the loan is due upon demand.

 

  June 1, 2022 – $500,000

 

On June 1, 2022, the Company entered into a Loan Authorization and Agreement for a loan of $500,000 from a shareholder, the proceeds of which were to be used for working capital purposes. Beginning on August 1, 2022, the loan required a payment of $43,494 per month, which included principal and interest with an interest rate of 8% per annum. The total balance of principal and interest was due on July 1, 2023. As of December 31, 2024 and 2023, the loan is due upon demand.

 

  June 30, 2022 – $922,028

 

On June 30, 2022, the Company entered into a Loan Authorization and Agreement for a loan of $922,028 from a shareholder, the proceeds of which were to be used for working capital purposes. Beginning on August 1, 2022, the loan required a payment of $80,206 per month, which included principal and interest with an interest rate of 8% per annum. The total balance of principal and interest was due on August 1, 2023. As of December 31, 2024 and 2023, the loan is due upon demand.

 

  August 25, 2022 – $290,000

 

On August 25, 2022, the Company entered into a Loan Authorization Agreement for a loan of $290,000 from a shareholder, the proceeds of which were to be used for working capital purposes. The loan has an interest rate of 10% per annum and is due on demand.

 

  November 15, 2022 – $450,000

 

On November 15, 2022, the Company entered into a Loan Authorization and Agreement for a loan of $450,000 from a shareholder, the proceeds of which were to be used for working capital purposes. The loan has an interest rate of 10% per annum and is due on demand.

 

  May 16, 2023 – $150,000

 

On May 16, 2023, the Company entered into a Loan Authorization and Agreement for a loan of $150,000 from a shareholder, the proceeds of which were to be used for working capital purposes. The loan has an interest rate of 10% per annum and is due on demand.

 

  May 18, 2023 – $50,000

 

On May 18, 2023, the Company entered into a Loan Authorization and Agreement for a loan of $50,000 from a shareholder, the proceeds of which were to be used for working capital purposes. The loan has an interest rate of 10% per annum and is due on demand.

 

 

  June 5, 2023 – $150,000

 

On June 5, 2023, the Company entered into a Loan Authorization and Agreement for a loan of $150,000 from a shareholder, the proceeds of which were to be used for working capital purposes. The loan has an interest rate of 10% per annum and is due on demand.

 

  Funding Commitment Agreement

 

On June 3, 2023, the Company entered into a Funding Commitment Agreement (the “Funding Commitment”) with its Chief Executive Officer and Chairman of the Board of Directors, Jaspreet Mathur, wherein Mr. Mathur committed to provide up to $1,000,000 of working capital to the Company over the next six months. Mr. Mathur agreed to the Funding Commitment in exchange for a one year convertible promissory note for each drawdown amount advanced to the Company with an annual interest rate of 10% and a balloon payment of principal and interest due at maturity, unless Mr. Mathur elects to convert the outstanding principal and interest into Class B Preferred Stock of the Company at the conversion price of $1.50 per share; provided, however, Mr. Mathur may only covert each note within the term of the Funding Commitment, in the event of the occurrence of the earlier of a public offering of securities of the Company pursuant to a registration statement filed with the SEC and declared effective pursuant to the Securities Act of 1933, upon completion of which the Company has a class of stock registered under the Securities Exchange Act of 1934 and that stock is listed on a national stock exchange, or a liquidation, merger, acquisition, sale of voting control or sale of substantially all of the assets of the Company in which the shareholders of the Company do not own a majority of the outstanding shares of the surviving corporation. For the avoidance of doubt, a national stock exchange includes Nasdaq, NYSE, and NYSE American, but excludes any over-the-counter quotation systems or trading platforms. The balance of the Funding Commitment are as follows:

 

 

   December 31, 2024   December 31, 2023 
         
June 20, 2023 ($50,000)  $50,000   $50,000 
July 13, 2023 ($50,000)   50,000    50,000 
August 1, 2023 ($190,000)   190,000    190,000 
August 7, 2023 ($50,000)   42,432    50,000 
Total Funding Commitment  $332,432   $340,000 

 

As of December 31, 2024 and 2023, the balance of notes payable to shareholder under the Funding Commitment was $332,432 and $340,000, respectively.

 

Total accrued interest related to notes payable to shareholder as of December 31, 2024 and 2023 was $917,536 and $508,524, respectively. Interest expense related to notes payable to shareholder for the year ended December 31, 2024 and 2023 was $409,012 and $375,586, respectively.