NOTE 12: RELATED PARTY TRANSACTIONS  

As disclosed in Note 8, the Company leased office space from Yu Ching Su, a relative of Mr. Hok C Chan, the Chief Executive Officer , at 1900 N. Bayshore Drive, Unit No. 2301, Miami Beach, FL, 33141, with an area of 1,378 square feet, for use as office space. The lease term was from October 2022 to October 2025. The rent expense for these leases amounted to $25,000 and $50,000 for the three and six months ended June 30, 2025. This lease expired in October 2025 and has since not been renewed. The Company also lease its principal executive office at 1250 Kenas Road, North Wales, PA 19454 from Hok C Chan, the Executive Officer and Chairman, for a monthly rent of $5,500, with a term commencing on March 1, 2025 and ending on March 1, 2027. The rent expense for this lease amounted to $16,500 and $16,500 for the three months ended June 30, 2026 and 2025, respectively. The rent expense for this lease amounted to $33,000 and $22,000 for the six months ended June 30, 2026 and 2025, respectively.

For the three months ended June 30, 2026 and 2025, the Company incurred and paid expenses of $47,562 and $106,491, respectively, to 4 John Trucking (an entity owned by the former Chief Financial Officer) for equipment rent related expenses and consulting fees. For the six months ended June 30, 2026 and 2025, the Company paid the 4 John Trucking (an entity owned by the former Chief Financial Officer) $95,170 and $219,744, respectively, for such services. Equipment rent related expenses were recorded as cost of revenues-related parties, while consulting fees were recorded as general and administrative expenses in the unaudited condensed consolidated statements of operations.

For the three months ended June 30, 2026 and 2025, the Company incurred expenses of $225,000 and $243,535, respectively, for various services related to dispatch of independent truck drivers, provided by a related party (family member of the Chief Executive Officer). For the six months ended June 30, 2026 and 2025, the Company incurred expenses of $525,000 and $393,535, respectively, for such service. These service fees were recorded as cost of revenue- related parties in the unaudited condensed consolidated statements of operations.

On July 1, 2024, the Company issued Hok C Chan, the Chief Executive Officer, a promissory note for advances he may provide to the Company from time to time, including $600,000 provided on June 21, 2024. The promissory note bears an annual interest rate of 36.88%, increasing to 55% per annum after maturity, and outstanding amounts are due 90 days after the delivery of the respective advance to the Company or the respective direct payment to the Company’s creditor(s). The maturity date for the $600,000 advance was subsequently extended to December 18, 2024. On November 11, 2024, Hok C Chan advanced an additional $500,000 to the Company under the promissory note. This amount is due 90 days after delivery, or February 9, 2025. During the three months ended March 31, 2025, the related party borrowings due to Hok C Chan were extended to June 16, 2025 and August 8, 2025. Additionally, the interest rate has been increased to 55% per annum. The Company and Mr. Chan have continued to mutually agree to extend the repayment terms of the outstanding balances from time to time. As mutually agreed to, the amount due to Mr. Chan is currently due on demand. On July 7, 2025, the Company made a principal repayment of $1,015,513 to Hok C Chan. As of June 30, 2026, the outstanding loan balance due to Hok C Chan was $84,487. On August 7, 2026, the Company repaid the remaining principal balance of $84,487. The accrued interest was not repaid and remained outstanding. Interest expense on such amount was $11,585 and $150,836 for the three months ended June 30, 2026 and 2025 and $23,043 and $249,617 for the six months ended June 30, 2026 and 2025, respectively, and was accrued and included in accounts payable and accrued expenses on the accompanying unaudited condensed consolidated balance sheet.

On December 3, 2025, December 19, 2025, and January 27, 2026, the Company entered into three separate share purchase agreements with three investors and Hok C. Chan, the Chief Executive Officer, as the seller. Pursuant to these agreements, the investors purchased an aggregate of 3,600,000 shares of the Company’s common stock from Mr. Chan, and the Company agreed to provide to the investors the right to purchase its pro rata portion of any new shares that the Company may from time to time propose to issue or sell to any person.