| Schedule of Short-Term Loans |
Short-term loans:
| | |
As of
March 31,
2025 | | |
As of
December 31,
2024 | |
| Factor H (1) | |
$ | 655,978 | | |
$ | 685,172 | |
| Factor I (2) | |
| 137,145 | | |
| 207,921 | |
| Factor J (3) | |
| 48,633 | | |
| 28,838 | |
| Factor K (4) | |
| 79,289 | | |
| 66,404 | |
| Factor L(5) | |
| 155,562 | | |
| - | |
| Jie Zhang (6) | |
| 100,000 | | |
| 100,000 | |
| Peng Zhang (7) | |
| 560,000 | | |
| 560,000 | |
| RedOne Investment Limited
(“RedOne”) (8) | |
| 230,000 | | |
| 230,000 | |
| Agile Capital Funding,
LLC (9) | |
| 404,022 | | |
| 480,798 | |
| ClassicPlan Premium Financing,
Inc. (10) | |
| 6,084 | | |
| 9,471 | |
| Maximcash
Solutions LLC (11) | |
| 235,689 | | |
| 300,000 | |
| Total short-term loans | |
$ | 2,612,402 | | |
$ | 2,668,604 | |
| (1) | On October 23, 2023, the Merchants entered into a standard merchant cash advance agreement with Factor H. The Company sold $768,500 of its accounts receivable balances on a recourse basis for credit approved accounts. The net purchase price of $503,500 was remitted to the Company, after the deduction of the total fees of $26,500. The Company agreed to pay a weekly installment of $22,814.84 for 32 weeks with a final extra payment of $38,500. The effective interest rate of this agreement was 85.36%. For the three months ended March 31, 2024, the Company paid $181,950 principal of the loan. |
On May 2, 2024, the Merchants entered
into another standard merchant cash advance agreement with Factor H. The Company sold $1,240,150 of its accounts receivable balances
on a recourse basis for credit approved accounts. The net purchase price of $807,500 was remitted to the Company, after the deduction
of the total fees of $42,500. The Company agreed to pay a weekly installment of $41,000 for 31 weeks. The effective interest rate of
this agreement was 93.05%. The Company use this loan to pay off $175,314 previous loan with Factor H that dated on October 23, 2023.
On November 18, 2024, the Merchants
entered into another standard merchant cash advance agreement with Factor H. The Company sold $1,167,200 of its accounts receivable balances
on a recourse basis for credit approved accounts. The net purchase price of $752,000 was remitted to the Company, after the deduction
of the total fees of $48,000. The Company agreed to pay a weekly installment of $32,000 for 37 weeks. The effective interest rate of
this agreement was 94.98%. The Company use this loan to pay off $566,150 previous loan with Factor H that dated on May 2, 2024. For the
three months ended March 31, 2025, the Company paid $29,194 principal of the loan.
| (2) | On August 29, 2024, the Merchants entered into a standard merchant cash advance agreement with Factor I. The Company sold $213,000 of its accounts receivable balances on a recourse basis for credit approved accounts. The net purchase price of $142,500 was remitted to the Company, after the deduction of the total fees of $7,500. The Company agreed to pay a weekly installment of $8,192 for 26 weeks. The effective interest rate of this agreement was 84.22%. For the three months ended March 31, 2025, the Company paid $0 principal of the loan. |
On December 12, 2024, the Merchants
entered into another standard merchant cash advance agreement with Factor I. The Company sold $319,500 of its accounts receivable balances
on a recourse basis for credit approved accounts. The net purchase price of $213,750 was remitted to the Company, after the deduction
of the total fees of $11,250. The Company agreed to pay a weekly installment of $13,313 for 24 weeks. The effective interest rate of
this agreement was 84.03%. The Company use this loan to pay off $90,116 previous loan with Factor I that dated on August 29, 2024. For
the three months ended March 31, 2025, the Company paid $70,777 principal of the loan.
| (3) | On September 27, 2024, the Merchants entered into a standard merchant cash advance agreement with Factor J. The Company sold $72,500 of its accounts receivable balances on a recourse basis for credit approved accounts. The net purchase price of $47,470 was remitted to the Company, after the deduction of the total fees of $2,530. The Company agreed to pay a weekly installment of $3,021 for 24 weeks. The effective interest rate of this agreement was 88.98%. For the three months ended March 31, 2025, the Company paid $28,838 principal of the loan. |
On February 11, 2025, the Merchants
entered into another standard merchant cash advance agreement with Factor J. The Company sold $94,250 of its accounts receivable balances
on a recourse basis for credit approved accounts. The net purchase price $61,070 was remitted to the company, after the deduction of
the total fees $3,930. The Company agreed to pay a weekly installment of $6,732 for 14 weeks. The effective interest rate of this agreement
was89.54%. The Company use this loan to pay off $18,125 previous loan with Factor J that dated on February 10, 2025. For the three months
ended March 31, 2025, the Company paid $12,437 principal of the loan.
| (4) | On September 30, 2024, the Merchants entered into a standard merchant cash advance agreement with Factor K. The Company sold $181,250 of its accounts receivable balances on a recourse basis for credit approved accounts. The net purchase price of $115,955 was remitted to the Company, after the deduction of the total fees of $9,045. The Company agreed to pay a weekly installment of $7,552 for 24 weeks. The effective interest rate of this agreement was 94.36%. For the three months ended March 31, 2025, the Company paid $66,404 principal of the loan. |
On February 11, 2025, the Merchants
entered into another standard merchant cash advance agreement with Factor K. The company sold $147,000 of its accounts receivable balances
on a recourse basis for credit approved accounts. The net purchase price $92,605 was remitted to the company, after the deduction of
the total fees $7,395. The Company agreed to pay a weekly installment of $10,500 for 14 weeks. The effective interest rate of this agreement
was 96.04%. The Company use this loan to pay off $37,760 previous loan with Factor K that dated on September 30, 2024. For the three
months ended March 31, 2025, the Company paid $13,316 principal of the loan.
| (5) | On February 7, 2025, the Merchants entered into a standard merchant cash advance agreement with Wave advance Inc (the “Factor L”). The Company sold $183,750 of its accounts receivable balances on a recourse basis for credit approved accounts. The net purchase price of $107,500 was remitted to the Company, after the deduction of the total fees of $8,750. The Company agreed to pay a weekly installment of $13,125 for 14 weeks. The effective interest rate of this agreement was 113.58%. For the three months ended March 31, 2025, the Company paid $116,250 principal of the loan. |
On February 25, 2025, the Merchant
entered into another standard merchant cash advance agreement with Factor L. The Company sold $280,770 of its accounts receivable balance
on a recourse basis for credit approved accounts. The net purchase price $177,630 was remitted to the company, after the deduction of
the total fees of $13,370. The Company agreed to pay a weekly installment of $17,550 for 16 weeks. The effective interest rate of this
agreement was 95.63%. The Company use this loan to pay off $137,500 previous loan with Factor L that dated on February 7, 2025. For the
three months ended March 31, 2025, the Company paid $22,068 principal of the loan.
These receivable purchase agreements
were accounted for as secured borrowing under ASC 860 since there is no legal, actual, effective transfer of the receivables to
the Factors. Rather, the Factors only have generally claim against the receivable pools not a particular receivable. As of March 31,
2024 and December 31, 2024, outstanding balance amounted to $1,076,607 and $988,336, respectively.
| (6) | On October 30, 2023, NMI entered into a loan agreement with an independent third party pursuant to which the Company borrowed a principal amount of $100,000 with an annual interest rate of 12% for a term of one year. The loan was originally extended to April 15, 2025, subsequently extended to July 16, 2025. The loan balance as of March 31,2025 and December 31, 2024 was $100,000 and $100,000, respectively. |
| (7) | On March 7, 2024, the Company’s subsidiary Nature’s Miracles entered into a loan agreement with Peng Zhang, a 2.5% shareholder of the Company. The amount of the loan is $1,405,000 with 10% interest and is due on March 7, 2025. For the year ended December 31, 2024, Nature’s Miracles made a payment of $500,000 toward the loan. On November 19, 2024, the Company entered into a debt-to-equity conversion agreement, under which Peng Zhang agreed to convert the $345,000 of loan balance into 130,682 shares of the Company’s common stock at a conversion price of $2.64 per share. The loan was extended to July 16, 2025. As of March 31, 2025 and December 31, 2024, the loan balance was $560,000 and $560,000. |
| (8) | On February 10, March 28, June 5, June 27, September 22, December 22, 2023 and February 20, 2024, Lakeshore entered into seven promissory notes with RedOne to which Lakeshore borrowed an aggregate principal amount of $380,000 with zero interest rate. On July 11, 2023, Lakeshore entered into a loan agreement with Deyin Chen (Bill) to which Lakeshore borrowed a principal amount of $125,000 with an annual interest rate of 8%. This loan was extended to March 11, 2024 with interest waived pursuant to a Side Letter to the loan agreements dated December 8, 2023. A payment of $75,000 was made upon close of the Merger on March 11, 2024 and the loan balance of $50,000 owed to Deyin Chen (Bill) was assigned to RedOne and the Company assumed the outstanding balance. The loan bears interest of 8% per annum. $50,000 was paid on July 29, 2024 and $150,000 was paid on November 11, 2024. |
The balance of $230,000, originally
due by December 11, 2024, was revised to be paid in two equal installments: the first installment of $115,000 no later than March 31,
2025, and the second installment of $115,000 no later than June 30, 2025. Both installments were extended to July 15, 2025.
| (9) | On June 6, 2024, the Merchants entered into a subordinated business loan and security agreement with Agile Capital Funding, LLC and Agile Lending, LLC for the principal amount of $288,750, including the administrative agent fee of $13,750. The Company agreed to pay a weekly installment of $15,056 for 28 weeks. The effective interest rate of this agreement was 90.22%. The collateral consists of the Company’s right, title and interest in and to including the Company’s financial assets, goods, accounts, equipment, inventory, contract rights or rights to payment of money. The Company received the net proceeds on June 7, 2024. For the three months ended March 31, 2025, the Company paid $0 principal of the loan. |
On September 25, 2024, the Merchants
entered into another subordinated business loan and security agreement with Agile Capital Funding, LLC and Agile Lending, LLC for the
principal amount of $315,000, including the administrative agent fee of $15,000. The Company agreed to pay a weekly installment of $16,425
for 28 weeks. The effective interest rate of this agreement was 90.22%. The Company use this loan to pay off $195,806 previous loan with
Agile Capital Funding, LLC and Agile Lending, LLC that dated on June 6, 2024. For the three months ended March 31, 2025 and 2024, the
Company paid $0 principal of the loan.
On November 21, 2024, the Merchants
entered into another subordinated business loan and security agreement with Agile Capital Funding, LLC and Agile Lending, LLC for the
principal amount of $575,000, including the administrative agent fee of $28,750. The Company agreed to pay a weekly installment of $29,982
for 28 weeks. The effective interest rate of this agreement was 90.80%. The Company use this loan to pay off $331,388 previous loan with
Agile Capital Funding, LLC and Agile Lending, LLC that dated on September 25, 2024. For the three months ended March 31, 2025, the Company
paid $76,776 principal of the loan.
| (10) | On December 1, 2024, Visiontech and ClassicPlan Premium Financing, Inc., entered into a premium financing agreement with a total gross policy premium and related fees of $15,465 and financed $10,559 of it. Visiontech needs to pay a monthly installment of $1,286 for nine months with the last installment due on August 1, 2025. The effective interest rate of this loan was 22.57%. During the three months ended March 31, 2025, the Company paid $3,387 principal of the loan. |
| (11) | On December 30, 2024, the Merchants entered into a business loan and security agreement (the “Agreement”) with Maximcash Solutions LLC (the “Maxim”). Under the Agreement, the Maxim loaned $311,000 to the Company, which includes an $11,000 origination fee deducted at the time of funding. This loan carries an interest rate of 51.64% and an annual percentage rate of 59.40%. The loan matures on January 14, 2026. The Company will repay the Loan in 26 biweekly payments of $15,430, with a total repayment amount of $401,190 over a 12-month term. The loan is secured by all present and after-acquired property of the Company. As security to the loan, the Company shall issue 311,000 shares of its common stock to Maximin in the event of a loan default. For the three months ended March 31, 2025, the Company paid $64,311 principal of the loan. |
|
Short-term loans:
| | |
As of
December 31,
2024 | | |
As of
December 31,
2023 | |
| Factor H (1) | |
$ | 685,172 | | |
$ | 409,443 | |
| Factor I (2) | |
| 207,921 | | |
| - | |
| Factor J (3) | |
| 28,838 | | |
| - | |
| Factor K (4) | |
| 66,404 | | |
| - | |
| Jie Zhang (5) | |
| 100,000 | | |
| 100,000 | |
| Peng Zhang (6) | |
| 560,000 | | |
| - | |
| RedOne Investment Limited (“RedOne”) (7) | |
| 230,000 | | |
| - | |
| Agile Capital Funding, LLC (8) | |
| 480,798 | | |
| - | |
| ClassicPlan Premium Financing, Inc. (9) | |
| 9,471 | | |
| - | |
| Maximcash Solutions LLC (10) | |
| 300,000 | | |
| - | |
| Total short-term loans | |
$ | 2,668,604 | | |
$ | 509,443 | |
| (1) | On October 23, 2023, the Merchants entered into a standard merchant cash advance agreement with Factor H. The Company sold $768,500
of its accounts receivable balances on a recourse basis for credit approved accounts. The net purchase price of $503,500 was remitted
to the Company, after the deduction of the total fees of $26,500. The Company agreed to pay a weekly installment of $22,814.84 for 32
weeks with a final extra payment of $38,500. The effective interest rate of this agreement was 85.36%. For the year ended December 31,
2024 and 2023, the Company paid $409,443 and $94,057 principal of the loan. |
On May 2, 2024, the Merchants entered
into another standard merchant cash advance agreement with Factor H. The Company sold $1,240,150 of its accounts receivable balances on
a recourse basis for credit approved accounts. The net purchase price of $807,500 was remitted to the Company, after the deduction of
the total fees of $42,500. The Company agreed to pay a weekly installment of $41,000 for 31 weeks. The effective interest rate of this
agreement was 93.05%. The Company use this loan to pay off $175,314 previous loan with Factor H that dated on October 23, 2023. For the
year ended December 31, 2024, the Company paid $807,500 principal of the loan.
On November 18, 2024, the Merchants
entered into another standard merchant cash advance agreement with Factor H. The Company sold $1,167,200 of its accounts receivable balances
on a recourse basis for credit approved accounts. The net purchase price of $752,000 was remitted to the Company, after the deduction
of the total fees of $48,000. The Company agreed to pay a weekly installment of $32,000 for 37 weeks. The effective interest rate of this
agreement was 94.98%. The Company use this loan to pay off $566,150 previous loan with Factor H that dated on May 2, 2024. For the year
ended December 31, 2024, the Company paid $66,828 principal of the loan.
| (2) | On August 29, 2024, the Merchants entered into a standard merchant cash advance agreement with Factor
I. The Company sold $213,000 of its accounts receivable balances on a recourse basis for credit approved accounts. The net purchase price
of $142,500 was remitted to the Company, after the deduction of the total fees of $7,500. The Company agreed to pay a weekly installment
of $8,192 for 26 weeks. The effective interest rate of this agreement was 84.22%. For the year ended December 31, 2024, the Company paid
$142,500 principal of the loan. |
On December 12, 2024, the Merchants
entered into another standard merchant cash advance agreement with Factor I. The Company sold $319,500 of its accounts receivable balances
on a recourse basis for credit approved accounts. The net purchase price of $213,750 was remitted to the Company, after the deduction
of the total fees of $11,250. The Company agreed to pay a weekly installment of $13,313 for 24 weeks. The effective interest rate of this
agreement was 84.03%. The Company use this loan to pay off $90,116 previous loan with Factor H that dated on August 29, 2024. For the
year ended December 31, 2024, the Company paid $5,829 principal of the loan.
| (3) | On September 27, 2024, the Merchants entered into a standard merchant cash advance agreement with Factor
J. The Company sold $72,500 of its accounts receivable balances on a recourse basis for credit approved accounts. The net purchase price
of $47,470 was remitted to the Company, after the deduction of the total fees of $2,530. The Company agreed to pay a weekly installment
of $3,021 for 24 weeks. The effective interest rate of this agreement was 88.98%. For the year ended December 31, 2024, the Company paid
$18,632 principal of the loan. |
| (4) | On September 30, 2024, the Merchants entered into a standard merchant cash advance agreement with Factor
K. The Company sold $181,250 of its accounts receivable balances on a recourse basis for credit approved accounts. The net purchase price
of $115,955 was remitted to the Company, after the deduction of the total fees of $9,045. The Company agreed to pay a weekly installment
of $7,552 for 24 weeks. The effective interest rate of this agreement was 94.36%. For the year ended December 31, 2024, the Company paid
$49,551 principal of the loan. |
These receivable purchase
agreements were accounted for as secured borrowing under ASC 860 since there is no legal, actual, effective transfer of the receivables
to the Factors. Rather, the Factors only have generally claim against the receivable pools not a particular receivable. The average dollar
amount of the borrowings for the years ended December 31, 2024 and 2023 were $346,529 and $503,500. The weighted average effective
interest rate for the years ended December 31, 2024 and 2023 were 92.20% and 85.36%. As of December 31, 2024 and 2023, outstanding
balance amounted to $988,336 and $409,443, respectively.
| (5) | On October 30, 2023, NMI entered into a loan agreement with an independent third party pursuant to which
the Company borrowed a principal amount of $100,000 with an annual interest rate of 12% for a term of one year. The loan was extended
to April 15, 2025. The loan balance as of December 31, 2024 and 2023 was $100,000 and $100,000, respectively. |
| (6) | On March 7, 2024, the Company’s subsidiary Nature’s Miracles entered into a loan agreement
with Peng Zhang, a 2.5% shareholder of the Company. The amount of the loan is $1,405,000 with 10% interest and is due on March 7, 2025.
For the year ended December 31, 2024, Nature’s Miracles made a payment of $500,000 toward the loan. On November 19, 2024, the Company
entered into a debt-to-equity conversion agreement, under which Peng Zhang agreed to convert the $345,000 of loan balance into 130,682
shares of the Company’s common stock at a conversion price of $2.64 per share. As of December 31, 2024, the loan balance was $560,000. |
| (7) | On February 10, March 28, June 5, June 27, September 22, December 22, 2023 and February 20, 2024, Lakeshore
entered into seven promissory notes with RedOne to which Lakeshore borrowed an aggregate principal amount of $380,000 with zero interest
rate. On July 11, 2023, Lakeshore entered into a loan agreement with Deyin Chen (Bill) to which Lakeshore borrowed a principal amount
of $125,000 with an annual interest rate of 8%. This loan was extended to March 11, 2024 with interest waived pursuant to a Side Letter
to the loan agreements dated December 8, 2023. A payment of $75,000 was made upon close of the Merger on March 11, 2024 and the loan balance
of $50,000 owed to Deyin Chen (Bill) was assigned to RedOne and the Company assumed the outstanding balance. The loan bears interest
of 8% per annum. $50,000 was paid on July 29, 2024 and $150,000 was paid on November 11, 2024. |
The
balance of $230,000, originally due by December 11, 2024, was revised to be paid in two equal installments: the first installment of
$115,000 no later than March 31, 2025, and the
second installment of $115,000 no later than June 30, 2025.
| (8) | On June 6, 2024, the Merchants entered into a subordinated business
loan and security agreement with Agile Capital Funding, LLC and Agile Lending, LLC for the principal amount of $288,750, including the
administrative agent fee of $13,750. The Company agreed to pay a weekly installment of $15,056 for 28 weeks. The effective interest rate
of this agreement was 90.22%. The collateral consists of the Company’s right, title and interest in and to including the Company’s
financial assets, goods, accounts, equipment, inventory, contract rights or rights to payment of money. The Company received the net proceeds
on June 7, 2024. For the year ended December 31, 2024, the Company paid $275,000 principal of the loan. |
On September 25, 2024, the Merchants
entered into another subordinated business loan and security agreement with Agile Capital Funding, LLC and Agile Lending, LLC for the
principal amount of $315,000, including the administrative agent fee of $15,000. The Company agreed to pay a weekly installment of $16,425
for 28 weeks. The effective interest rate of this agreement was 90.22%. The Company use this loan to pay off $195,806 previous loan with
Agile Capital Funding, LLC and Agile Lending, LLC that dated on June 6, 2024. For the year ended December 31, 2024, the Company paid $300,000
principal of the loan.
On November 21, 2024, the Merchants
entered into another subordinated business loan and security agreement with Agile Capital Funding, LLC and Agile Lending, LLC for the
principal amount of $575,000, including the administrative agent fee of $28,750. The Company agreed to pay a weekly installment of $29,982
for 28 weeks. The effective interest rate of this agreement was 90.80%. The Company use this loan to pay off $331,388 previous loan with
Agile Capital Funding, LLC and Agile Lending, LLC that dated on September 25, 2024. For the year ended December 31, 2024, the Company
paid $65,452 principal of the loan.
| (9) | On December 1, 2024, Visiontech and ClassicPlan Premium Financing, Inc., entered into a premium financing
agreement with a total gross policy premium and related fees of $15,465 and financed $10,559 of it. Visiontech needs to pay a monthly
installment of $1,286 for nine months with the last installment due on August 1, 2025. The effective interest rate of this loan was
22.57%. During the year ended December 31, 2024, the Company paid $1,088 principal of the loan. |
| (10) | On December 30, 2024, the Merchants entered into a business loan and security agreement (the “Agreement”)
with Maximcash Solutions LLC (the “Maxim”). Under the Agreement, the Maxim loaned $311,000 to the Company, which includes
an $11,000 origination fee deducted at the time of funding. This loan carries an interest rate of 51.64% and an annual percentage rate
of 59.40%. The loan matures on January 14, 2026. The Company will repay the Loan in 26 biweekly payments of $15,430, with a total repayment
amount of $401,190 over a 12-month term. The loan is secured by all present and after-acquired property of the Company. As security to
the loan, the Company shall issue 311,000 shares of its common stock to Maximin in the event of a loan default. For the year ended December
31, 2024, no principal was paid. |
|