NOTE 5 - CONVERTIBLE NOTES PAYABLE - LONG-TERM

12 Months Ended

Dec. 31, 2023

Notes

NOTE 5 - CONVERTIBLE NOTES PAYABLE - LONG-TERM

NOTE 5 – CONVERTIBLE NOTES PAYABLE – LONG-TERM

On May 31, 2023, the Board authorized an offering of up to $1,000,000 of mandatorily convertible notes, designated Series 2023 10% Mandatorily Convertible Notes (the “Series 2023 Notes”) to fund its Web3 product development activities and for sales, marketing, and administrative expenses. For the year ended December 31, 2023, the Company raised $34,000 of Series 2023 Notes. The Series 2023 Notes mature on May 31, 2026 and bear interest at 10% per annum. Interest expense related to the Series 2023 Notes was $1,715 for the year ended December 31, 2023. Accrued interest on the Series 2023 Notes was $1,715 as of December 31, 2023.

The Series 2023 Notes are mandatorily convertible 30 calendar days after the first to occur: (i) the Company’s common stock has a closing price of greater than $1.00 for ten consecutive days (the “Market Forced Conversion”), or (ii) the Company closes on an offering of its common stock for no less than $1,000,000 (“Offering Forced Conversion”). The Series 2023 Notes shall be automatically converted into shares of common stock at a conversion price equal to 75.8% of (i) the closing price of the Company’s common stock on the tenth trading day, for a Market Forced Conversion, or (ii) the offering price of the Company’s common stock, for an Offering Forced Conversion.

The conversion price shall equal the sum of the principal amount of the Series 2023 Notes, plus the accrued and unpaid interest on such notes, plus default interest, if any, on the notes. The conversion price is subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Company, combinations, recapitalization, reclassifications, extraordinary distributions, and similar events.

Assuming the Series 2023 Notes are not mandatorily converted by Market Forced Conversion or Offering Forced Conversion, as discussed above, the Series 2023 Notes will mature as follows:

For the fiscal year ended December 31,
2024	$	-
2025		-
2026		34,000
2027		-
Total	$	34,000