RELATED PARTY TRANSACTIONS |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| RELATED PARTY TRANSACTIONS | |
| RELATED-PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS
Prior to the change in control described below, the Company had a promissory note agreement with Compass North Holdings Limited (“Compass North”), its then controlling shareholder, which was used to finance patent license acquisitions in 2022, and a demand loan facility arrangement with Compass North to provide working capital. Terms and conditions of these arrangements are discussed in notes 6 and 7, respectively. During the six months ended June 30, 2026, finance costs of $688 (2025 – $774) were incurred on the promissory note.
On June 9, 2026, Compass North entered into a stock purchase agreement with MJG Polo LLC (the “Purchaser”). Pursuant to that agreement, on June 25, 2026 the Purchaser acquired 8,300,000 shares of the Company’s common stock, representing approximately 83.43% of the issued and outstanding shares, from Compass North for consideration of $355,000. The purchase price was paid by the Purchaser to Compass North; the Company was not a party to the exchange of shares, received no proceeds, and its issued and outstanding shares were unchanged as a result of the transaction. Effective upon the closing, Cao Zhi Fen resigned as director, President, Chief Executive Officer, Treasurer and Secretary of the Company, and David I. Rosenberg and John Lipman were appointed as directors and officers of the Company.
In connection with, and prior to, the closing, Compass North, in its capacity as the Company’s controlling shareholder, forgave the promissory note and the demand loan payable. In addition, during the six months ended June 30, 2026, Compass North paid $21,795 of the Company’s costs directly on the Company’s behalf, comprising accounting, professional and filing costs incurred during the period and amounts previously recorded in accounts payable. As these amounts were settled by a shareholder acting in its capacity as an owner and are not repayable by the Company, the aggregate of $112,721 was recorded as a capital contribution to additional paid-in capital rather than as a gain in the statement of operations. See note 9. |