NOTE 6 — LOANS FROM RELATED PARTY

On June 1, 2021, the Company exchanged a promissory note that had been issued on October 1, 2016, for a nonconvertible promissory note with a principal balance of $1,107,873 that matures on December 31, 2026 and bears interest at a rate of 10% per annum. The nonconvertible promissory note was issued to Dolphin Entertainment, LLC (“DE LLC”), an entity wholly owned by the Company’s Chief Executive Officer, William O’Dowd (the “CEO”). On April 29, 2024 and June 10, 2024, the Company issued two nonconvertible promissory notes to DE LLC in the amounts of $1,000,000 and $135,000, respectively, which mature on April 29, 2029 and June 10, 2029, respectively, (collectively, “the DE LLC Notes”). The DE LLC Notes each bear interest at a rate of 10% per annum.

As of March 31, 2025 and December 31, 2024, the Company had an aggregate principal balance of $2,242,873, and accrued interest amounted to $319,071 and $263,767, respectively, related to the DE LLC Notes. For three months ended March 31, 2025, the Company did not repay any principal balance on the DE LLC Notes. During the three months ended March 31, 2024, the Company made cash interest payments in the amount of $200,000 related to the DE LLC Notes.

During 2024, the Company issued three nonconvertible promissory notes to Mr. Donald Scott Mock, brother of Mr. O’Dowd in the amount of $900,000, $75,000, and $8,112 respectively, and received proceeds of $983,112 (the “Mock Notes”). The Mock Notes bear interest at a rate of 10% per annum and mature on the fourth anniversary of their respective issuance dates. As of March 31, 2025 and December 31, 2024, the Company had a principal balance of $983,112, and accrued interest of $114,995 and $90,417, respectively. The Company did not make cash payments during the three months ended March 31, 2025 and 2024 related to the Mock Notes.

The Company recorded interest expense of $79,882 and $46,121 for the three months ended March 31, 2025 and 2024, respectively, related to the DE LLC Notes and Mock Notes.

On May 12, 2025, the Company entered into an exchange agreement (the “Exchange Agreement”) with Dolphin Entertainment LLC (“DE LLC”), an entity wholly owned by the Company’s Chief Executive Officer and director, William O’Dowd, pursuant to which, the Company and DE LLC agreed to exchange the three nonconvertible promissory notes in the aggregate principal amount of $2,242,873 currently held by DE LLC for three convertible promissory notes (the “New Notes”) in the same principal amounts. As consideration for the exchange, the Company and DE LLC agreed to extend the maturity date on each of the notes by six months. One note, with a principal balance of $1,107,873 now matures on June 30, 2027, one note with a principal balance of $1,000,000 now matures on October 29, 2029 and one note with a principal balance of $135,000, now matures on December 10, 2029. The New Notes continue to bear interest at a rate of 10% per annum. DE LLC may convert the principal balance of the New Notes and any accrued interest thereon at any time before the maturity date of the Note into common stock of the Company. The conversion price of each of the New Notes is $1.00 per share.