NOTE 8 - CONVERTIBLE NOTES PAYABLE - LONG-TERM	9 Months Ended
Sep. 30, 2024
Notes
NOTE 8 - CONVERTIBLE NOTES PAYABLE - LONG-TERM	NOTE 8 – CONVERTIBLE NOTES PAYABLE – LONG-TERM In May 2023, the Board of Directors authorized an offering of up to $1,000,000 of mandatorily convertible notes, designated as Series 2023 10% Mandatorily Convertible Notes (the “Series 2023 Notes”), to fund Web3 product development activities as well as sales, marketing, and administrative expenses. During the year ended December 31, 2023, the Company raised $34,000 through the issuance of Series 2023 Notes. The Series 2023 Notes mature 36 months from the issue date (which range between June 1, 2026 and October 2, 2026), and bear interest at 10% per annum. The Series 2023 Notes are mandatorily convertible 30 calendar days after the earliest to occur of: (i) the Company’s common stock achieving a closing price greater than $1.00 for ten consecutive trading days (a “Market Forced Conversion”), or (ii) the Company completing an offering of common stock resulting in gross proceeds of at least $1,000,000 (an “Offering Forced Conversion”). Upon conversion, the Series 2023 Notes will automatically convert 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 number of shares issuable upon conversion is determined by adding the principal amount of the Series 2023 Notes, accrued and unpaid interest, and any applicable default interest, and dividing by the applicable conversion price. The conversion price is subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Company, combinations, recapitalizations, reclassifications, extraordinary distributions, and similar events. Assuming the Series 2023 Notes are not mandatorily converted as discussed above, maturity will be in the fiscal year ended December 31, 2026. Interest expense related to the Series 2023 Notes was $2,564 and $856 for the nine months ended September 30, 2024 and 2023, respectively, and $861 and $651 for the three months ended September 30, 2024 and 2023, respectively. Accrued interest was $4,279 and $1,715 as of September 30, 2024 and December 31, 2023, respectively.

NOTE 8 - CONVERTIBLE NOTES PAYABLE - LONG-TERM

9 Months Ended

Sep. 30, 2024

NOTE 8 - CONVERTIBLE NOTES PAYABLE - LONG-TERM

NOTE 8 – CONVERTIBLE NOTES PAYABLE – LONG-TERM

In May 2023, the Board of Directors authorized an offering of up to $1,000,000 of mandatorily convertible notes, designated as Series 2023 10% Mandatorily Convertible Notes (the “Series 2023 Notes”), to fund Web3 product development activities as well as sales, marketing, and administrative expenses. During the year ended December 31, 2023, the Company raised $34,000 through the issuance of Series 2023 Notes. The Series 2023 Notes mature 36 months from the issue date (which range between June 1, 2026 and October 2, 2026), and bear interest at 10% per annum.

The Series 2023 Notes are mandatorily convertible 30 calendar days after the earliest to occur of: (i) the Company’s common stock achieving a closing price greater than $1.00 for ten consecutive trading days (a “Market Forced Conversion”), or (ii) the Company completing an offering of common stock resulting in gross proceeds of at least $1,000,000 (an “Offering Forced Conversion”). Upon conversion, the Series 2023 Notes will automatically convert 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 number of shares issuable upon conversion is determined by adding the principal amount of the Series 2023 Notes, accrued and unpaid interest, and any applicable default interest, and dividing by the applicable conversion price. The conversion price is subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Company, combinations, recapitalizations, reclassifications, extraordinary distributions, and similar events. Assuming the Series 2023 Notes are not mandatorily converted as discussed above, maturity will be in the fiscal year ended December 31, 2026.

Interest expense related to the Series 2023 Notes was $2,564 and $856 for the nine months ended September 30, 2024 and 2023, respectively, and $861 and $651 for the three months ended September 30, 2024 and 2023, respectively. Accrued interest was $4,279 and $1,715 as of September 30, 2024 and December 31, 2023, respectively.