Note 9 – Related Party Transactions 

The Company paid consulting fees through December 31, 2025 to a company owned by Mr. Jack Ross, Chief Executive Officer (CEO) of the Company. The Company expensed $995,000 and $1,321 during the years ended December 31, 2025 and 2024, respectively, as consulting fees. The Company advanced $396,683 in the manner of a prepaid consulting fees during the year ended December 31, 2024 and applied $328,003 of that advance to a short-term loan. The prepaid balance as of December 31, 2025 and 2024 was $110,803 and $296,891, respectively. During 2025, the Company was advanced $235,000 and during 2024, the Company was advanced $3,175,000 US Dollars and $514,500 Canadian Dollars (US Dollars $342,201), respectively in the form of a short-term note. The balance owed as of December 31, 2025 and 2024 is $100,000 and $0, respectively. During 2025, the Company paid $52,500 for a vehicle allowance and $31,062 for insurance reimbursement. During 2025, the Company paid $57,720 as rent for 2025 for office and meeting space in the United States.

The Company paid rent through December 31, 2025 to a company owned by the CEO of the Company. The Company expensed $261,724 Canadian Dollars ($187,389 US Dollars).

The Company entered into transactions with a related party controlled by the CEO during prior years. The transactions were a pass through and allocation of expenses and reimbursements. As of December 31, 2024 the Company was owed $4,375,059. The related party is out of business and does not have the ability to repay this loan. The Company evaluated the collectability of this loan as of December 31, 2025. This loan was deemed uncollectable due to lack of ability to repay and $4,403,804 was fully expensed to bad debt.  

The Company entered into a transaction with a related party controlled by the CEO during the year ended December 31, 2023. The transaction was in the form of a short-term loan. The Company received $10,000 Canadian dollars (US Dollars $7,561). This amount was owed to the related party as of December 31, 2023 and was repaid during February 2024.

During June 2024, the Company entered into Sixth Amended Agreement with Knight Therapeutics Inc., a shareholder, to modify prior Agreements. This modification consolidated outstanding loans and extended the maturity dates of the loans to March 31, 2026. The Company recognized interest expense of $623,355 and $1,545,675 during the years ended December 31, 2025 and 2024, respectively. During May and June 2025, the Company repaid the balance on this amended agreement (see Note 11).

On December 23, 2016, the Company entered into an agreement with Knight Therapeutics Inc. for the distribution rights of FOCUSfactor in Canada. In conjunction with this agreement, the Company is required to pay Knight a distribution fee equal to 30% of gross sales for sales achieved through a direct sales channel and 5% of gross sales for sales achieved through retail sales. The minimum due to Knight under this agreement is $100,000 Canadian dollars. During the year ended December 31, 2025, the Company expensed $146,336 Canadian dollars (US Dollars $104,730) and is included in selling and marketing. During the year ended December 31, 2024, the Company expensed $123,584 Canadian dollars (US Dollars $90,229) and is included in selling and marketing. As of December 31, 2025 and 2024, the total outstanding balance was $269,920 and $123,584 Canadian dollars, respectively. In US Dollars, the total outstanding balance was $196,934 and $85,891 as of December 31, 2025 and 2024, respectively.

The Company expensed royalty of $11,869 and $51,428 for the years ended December 31, 2025 and 2024, respectively. At December 31, 2025 and 2024, the Company owed Knight Therapeutics Inc. $578 and $2,753, respectively, in connection with a royalty distribution agreement, and is in accounts payable.