NOTE 17 – SUBSEQUENT EVENTS

Common Stock Issued for Conversion of Series C Preferred Stock

On May 1, 2024, the Company issued 6,131,037 shares of its common stock upon the conversion of 200 shares of Series C preferred with a stated redemption value of $20,000. The conversion price was based on contractual terms of the related Series C preferred shares. 

Promissory Note

On April 8, 2024, the Company executed a Promissory Note (the “April 2024 Note”) in favor of 1800 Diagonal Lending LLC (the “Investor”) in the aggregate principal amount of $127,963 (the “Principal”), and an accompanying Securities Purchase Agreement (“SPA”). Only in the event of a default, as discussed below, is the April 2024 Note convertible into shares of the Company’s common stock. The Note was funded on April 10, 2024, in the amount of $100,000. A one-time interest charge of 12% (the “Interest Rate”) shall be applied on the issuance date to the Principal. Under the terms of the April 2024 Note, the Company is required to make monthly payments as outlined in the Note, beginning on August 15, 2024. Any amount of principal or interest on the April 2024 Note which is not paid when due shall bear interest at the rate of 22% per annum from the due date thereof until the same is paid (“Default Interest”).

Among other things, an event of default (“Event of Default”) shall occur if the Company fails to pay the principal or interest when due on the Note, whether at maturity, upon acceleration or otherwise. Upon the occurrence of any Event of Default, the April 2024 Note shall become immediately due and payable and the Company shall pay to the Investor, in full satisfaction of its obligations hereunder, an amount equal to 220% times the sum of the then outstanding principal amount of this April 2024 Note plus accrued and unpaid interest on the unpaid principal amount of this April 2024 Note to the date of payment plus Default Interest, if any.

At any time following an Event of Default, the Holder shall have the right, to convert all or any part of the outstanding and unpaid amount of this April 2024 Note into fully paid and non-assessable shares of the Company’s common stock. The conversion price (the “Conversion Price”) shall be the greater of $0.0025 (the “Fixed Conversion Price”) or 65% multiplied by the lowest closing bid price during the 10 trading days prior to the conversion date (representing a discount rate of 35%) (the “Variable Conversion Price”). At no time may the April 2024 Note be converted into shares of our common stock if such conversion would result in the Investor and its affiliates owning an aggregate of in excess of 4.99% of the then outstanding shares of the Company’s common stock.