NOTE 10 – RELATED PARTY TRANSACTIONS

Founder’s Shares

On March 2, 2017, the Company issued an aggregate of 175,000,000 shares of its common stock, $0.001 par value, as Founder’s Shares with $-0- value.  

Of these Founder’s Shares, 80,000,000 were issued to the Company’s officers, 75,000,000 to an entity controlled by one of the Company’s directors, and 20,000,000 to outside consultants who assisted with the Company’s formation and early organization.

As of March 31, 2026, an aggregate of 154,500,000 Founder’s Shares have been returned to the Company and cancelled, including 76,500,000 pursuant to a series of Share Exchange Agreements described below.

Share Exchange and Cancellations

During the fiscal year ended December 31, 2023, the Company entered into a Share Exchange Agreement with one of its Founders, Kao Lee, whereby it issued 2,500 shares of its Series A Preferred Stock in exchange for an aggregate of 25,000,000 shares of its common stock.

During the fiscal year ended December 31, 2025, the Company entered into Share Exchange Agreements with two of its Founders, Kao Lee and Abdikarim Farah, whereby it issued an aggregate of 4,210 shares of its Series A Preferred Stock in exchange for an aggregate of 42,100,000 shares of its common stock.

During the three months ended March 31, 2026, the Company entered into Share Exchange Agreements with two of its Founders, Kao Lee and Anthony Vang, whereby it issued an aggregate of 940 shares of its Series A Preferred Stock in exchange for an aggregate of 9,400,000 shares of its common stock.

All shares of common stock received in these stock exchanges were subsequently canceled. No consideration was paid or received in connection with the share exchanges.

Accrued Payroll

As of March 31, 2026, the Company had aggregated $70,331 in related party accrued payroll, consisting solely of accrued payroll.

As of March 31, 2025, the Company had aggregated $29,499 in related party accrued payroll, consisting solely of accrued payroll.

Amounts Due to Related Parties and Imputed Interest

As of March 31, 2026, the Company had notes payable due to related parties aggregating $196,014 with stated interest rates between 0% and 10% per annum. For the three months ended March 31, 2026, the Company accrued interest expense of $3,550 and recorded in the consolidated financial statement income. As of March 31, 2026, the interest payables of $14,403 was included in the notes payable, related parties. The related parties have agreed to suspend stated maturity dates without penalty until the Company raises sufficient funds.

As of March 31, 2025, the Company had outstanding notes payable to related parties aggregating $134,611 with interest rates between 0% and 10% per annum. For the three months ended March 31, 2026, the Company recorded an imputed interest expense of $1,149 and accrued interest payable of $1,636 on these notes outstanding with maturity dates ranging between October 13, 2024 and March 21, 2026. The related parties have suspended the maturity dates without penalty until the Company can raise sufficient funds to satisfy these outstanding notes.

Patent Royalties

On March 2, 2017, the Company entered into a Patent License Agreement with Shongkawh, LLC, which is controlled by our executive officers Kao Lee and Anthony Vang (and directly owned by Mr. Lee and his brother, Thao Lee). Under this agreement, ShongKawh is to receive a royalty of 2% of all products manufactured under this covered patent.

On March 13, 2024, the Company and Shongkawh amended the Patent License Agreement to adjust royalty payments due under this agreement to $1 per annum, payable within ten business days of the end of each fiscal year.

Amounts Due From Related Parties

During the three months ended March 31, 2026, Aiultraprod Group Limited, a subsidiary acquired on June 23, 2025, advanced $67,951 to related parties for business expenditures paid on behalf of the Company. As of March 31, 2026, the receivable balance of $67,951 was reported as amounts due from related parties.