NOTE RECEIVABLE – RELATED PARTY |
12 Months Ended | |||||||||||||||||||||||||||||||||||
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Dec. 31, 2025 | ||||||||||||||||||||||||||||||||||||
| Receivables [Abstract] | ||||||||||||||||||||||||||||||||||||
| NOTE RECEIVABLE – RELATED PARTY | NOTE 3–NOTE RECEIVABLE – RELATED PARTY
In March 2023, Sellavir entered into a loan agreement with a related Thai corporation for the purpose of purchasing land for development. In May 2023, the Company’s Chief Executive Officer and majority shareholder became the Chief Executive Officer and a minority shareholder of the Thai entity.
Under the terms of the agreement, the Thai corporation is obligated to repay Sellavir 9,000,000 Thai Baht (approximately $261,038 at inception), which includes a premium of $16,038, plus interest at a rate of 15% per annum.
In January 2024, the loan agreement was amended to reduce the interest rate to 10% and to provide Sellavir with an additional 3% participation in the selling price of the underlying property. As a result of this modification, the Company recorded a loss of $8,188.
The loan is denominated in Thai Baht and is remeasured at each reporting date. The carrying value of the note was $278,705 and $262,909 as of December 31, 2025 and 2024, respectively. As a result of foreign currency fluctuations, the Company recorded foreign currency translation gains of $23,244 and $1,837 for the years ended December 31, 2025 and 2024, respectively.
The unamortized premium related to the loan was $7,214 and $10,422 as of December 31, 2025 and 2024, respectively, and is being amortized over the life of the loan.
Pursuant to amendments in January 2024 and May 2025, principal payments are deferred until April 1, 2027, after which quarterly principal payments are due through April 1, 2031. Interest is payable at maturity. The loan is secured by land located in Thailand.
Sellavir received a principal payment of $14,897 in April 2024. As of March 31, 2025, the Company ceased recognizing accrued interest income on the loan.
In May 2023, the Company issued an additional loan to the same related Thai corporation in the amount of $175,000, bearing interest at a rate of 15% per annum.
In January 2024, the loan agreement was amended to reduce the interest rate to 10% and to provide Sellavir with an additional 3% participation in the selling price of the underlying property. The amendment also included a one-year extension of all payment due dates. As a result of this modification, the Company recorded a loss of $3,281.
Pursuant to amendments in January 2024 and May 2025, principal payments are deferred until April 1, 2027, after which quarterly principal payments are due through April 1, 2031. Interest is payable at maturity. The loan is secured by land located in Thailand.
Sellavir received a principal payment of $10,625 in April 2024.
During March 2025, the second note of $164,375 and accrued interest of $35,000 was assigned to the Company’s CEO and majority shareholder to satisfy certain obligations outstanding discussed in Note 7. The assignment was finalized and recorded as an offset to accrued expenses and payables – related party in May 2025.
Accrued interest at December 31, 2025 is $52,208, and at December 31, 2024, accrued interest for both loans was $76,307. Accrued interest included as a long-term asset, interest receivable – related party, is $52,208 and $76,307 at December 31, 2025, and December 31, 2024, respectively. The difference at December 31, 2025 is due to the pausing of recognition of accrued interest as of March 31, 2025.
Principal amounts to be received for the note are as follows:
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