v3.26.1
NOTES PAYABLE – RELATED PARTY
12 Months Ended
Dec. 31, 2025
Debt Disclosure [Abstract]  
NOTES PAYABLE – RELATED PARTY

NOTE 9. NOTES PAYABLE – RELATED PARTY

 

Business Acquisition Loan — Seller’s Note

 

At December 31, 2024, the Company carried a business acquisition loan of $350,000 in connection with a prior acquisition. During the fiscal year ended December 31, 2025, the Company recorded an additional $2,000,000 obligation in connection with the acquisition of Alchemy International Ltd. (“AIL”), representing the cash consideration paid to SYNC Capital Limited pursuant to the Share Purchase Agreement dated October 29, 2025. At December 31, 2025, the total outstanding balance of the business acquisition loan was $2,350,000. The maturity of $2,000,000 loan obligation was extended to June 30, 2026.

 

Accrued interest on the business acquisition loan was $14,000 as of December 31, 2025, included within Accrued Interest — Non-Current on the consolidated balance sheet. See Note 7 — Related Party Transactions and Note 2 — Significant Acquisitions for further details regarding the AIL acquisition.

 

SBA Loan

 

On May 22, 2020, the Company received $144,900 under the Small Business Administration (“SBA”) Economic Injury Disaster Loan program. The loan bears interest at 3.75% per annum and requires monthly installment payments of $707, including principal and interest, beginning twelve (12) months from the promissory note date. The loan matures thirty (30) years from the promissory note date. At December 31, 2025, and 2024, the outstanding balance was $105,678 and $114,184, respectively, classified as non-current on the consolidated balance sheet.

 

CARES Act — Paycheck Protection Program (PPP Note)

 

On May 1, 2020, the Company received proceeds of $50,632 under the Paycheck Protection Program pursuant to the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The PPP Note carried a fixed interest rate of 1.00% per annum. During the fiscal year ended December 31, 2025, the Company repaid the remaining outstanding balance in full. At December 31, 2025, the PPP Note outstanding balance was $0. At December 31, 2024, the outstanding balance was $5,661.

 

AJB Capital Promissory Note (Fully Retired)

 

On January 27, 2022, the Company entered into a promissory note with AJB Capital Investments, LLC for $550,000 at a coupon of 10%, maturing July 27, 2022. The note was fully repaid in February 2023. On December 27, 2023, the Company redeemed the associated warrants issued as part of the original agreement for cash payments of $100,000 (paid at execution) and $100,000 (paid on or before January 26, 2024), together with the issuance of 5,000,000 restricted shares of Common Stock on January 2, 2024. At December 31, 2025, and 2024, there was no outstanding balance under the AJB Capital arrangement.

 

Economic Injury Disaster Loan (EIDL) Grant

 

On May 14, 2020, the Company received $4,000 as an Economic Injury Disaster Loan emergency grant under the CARES Act. As this grant is forgivable and requires no repayment, the Company recorded it as other income. There was no outstanding repayment obligation as of December 31, 2025, or 2024.

 

Summary of Outstanding Loan Balances

 

The following table summarizes outstanding loan and note balances as of December 31, 2025, and 2024:

 

   December 31, 2025
(Restated)
   December 31, 2024
(Restated)
 
Outstanding loan and note payable balances:          
Business acquisition loans (Seller’s note)  $2,350,000   $350,000 
SBA loan (non-current)   105,678    114,184 
PPP loan       5,661 
AJB promissory note