NOTE 6 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

As of March 31, 2024, and December 31, 2023, accounts payable and accrued liabilities consisted of as follows:

SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

As on March 31, 2024, the Company owed a total of $1,330,000 in loans payable to shareholders. None of these loans will fall due during fiscal 2024 and only two of these loans (including their various interest payments) will fall due during fiscal year 2025 (following extensions of such loans agreed as at the date of the filing of the present 10-Q/A).

All the remaining loans outstanding on March 31, 2024 will fall due after fiscal year end 2025.

February 29, 2024, seven senior employees and consultants of the Company who were owed a total of $2,232,636 million on that date, agreed to defer payment by the Company of outstanding amounts owing to them on certain modified terms (“Debt Extension Agreements”). The Debt Extension Agreements replaced previous agreements and understandings relating to debt deferral and remuneration.

The Debt Extension Agreements were signed to cover all debts owing from time to time to the seven employees and consultants of the Company that were : (i) legitimately incurred unpaid contractual remuneration (ii) existing debts agreed and already deferred; (iii) advances made by the employee or consultant to the Company that are recorded on the books of the Company; (iv) any portion of employee’s or consultant’s agreed future remuneration that will not be paid in a timely fashion, all such debt being accumulated as a recognized debt in accordance with the terms of the Debt Extension Agreements.

The Debt Extension Agreements further set out the terms under which the seven employees and consultants would receive their past indebtedness as well as how future remuneration is to be paid. The Debt Extension Agreements also grant the right for each signatory to convert all or a portion of the Indebtedness and Penalty Interest to shares of common stock of the Company at any time at the lower of (i) the price which is five percent (5%) lower than the average trading price of the five business trading days immediately preceding the date of the election, or (ii), if the Company is in the process of raising finance and has made an offering to the public by reporting the offering to the Securities Exchange Commission (“SEC”), at the price that is five percent (5%) lower than the price recorded in such reported offering provided such offering shall have been active at any time during the previous quarter.

The indebtedness of the Company to the signatories of the Debt Extension Agreements shall be accelerated and become immediately due and payable in the event that the Company shall fail: (i) (a) to achieve an annual EBITDA of $5 million per annum, or, (b) to achieve a quarterly income figure of $12 million, or, (c) to declare the Indebtedness due, on or before February 28, 2027; or (ii) to pay the monthly remuneration agreed in the Agreement within 11 days of the month end in which the remuneration was incurred.

Notwithstanding the above, the Indebtedness shall become due on the fifth anniversary of the Debt Extension Agreements execution, being March 1, 2029.

By signature of an addendum with each of the signatories of the Debt Extension Agreements on May 30, 2025, the said agreements shall only enter into force on the first date following May 30, 2026 on which the total debt of the Company outstanding to any listed shareholders of NCX who are not employees of NCX has been either converted to shares of common stock of NCX, or paid in full, or forgiven; if this suspensive condition is not realized on or before May 30, 2026, each of the Debt Extension Agreements shall become void and cease to have effect.

As at June 30, 2025 none of these Debt Extension Agreements had entered into force.

All of the Directors, Officers, employees, consultants and professionals owed remuneration and expenses by the Company under the Debt Extension Agreements are considered important to the Company’s operations and business. The Company holds agreements on the deferral of debt with seven of the above that will enter into force under certain conditions whereby the shareholder debtors agree to convert their debt into equity.