Wednesday, September 20, 2023 9:25:30 PM
the $50k note is not convertible until feb 8th:
[[ Principal Amount: $50,000 Issue Date: August 7, 2023
PROMISSORY NOTE
FOR VALUE RECEIVED, MIKE THE PIKE PRODUCTIONS, INC., a Wyoming corporation (hereinafter called the “Borrower” or “Company”), hereby promises to pay to the order of John Neville (the “Holder”) the sum of US$50,000.00, together with any interest as set forth herein, on the earlier of the first closing in the contemplated Regulation A offering or Six (6) months following the issuance date of the Note (the ‘Period”), whichever occurs first (the “Maturity Date”), and to pay interest on the unpaid principal balance hereof at the rate of twenty percent (20%) (the “Interest Rate”) for the Period , whether at maturity or upon acceleration or by prepayment or otherwise.
...
1.1 Conversion Right. The Holder shall have the right, in its sole and absolute discretion, from time to time, and at any time, on or following February 8, 2024 and ending on the date that the Note is fully repaid and extinguished in its entirety, to convert all or any part of the outstanding and unpaid principal and interest amount of this Note into fully paid and non- assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified, at a conversion price of $0.0004 per share (the Conversion Price) subject to adjustment as set forth herein (a “Conversion”); provided, however, that in no event shall the Holder be entitled to convert any portion of this Note in excess of that portion of this Note upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Note or the unexercised or unconverted portion of any other security of the Borrower subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing the Conversion Amount (as defined below) by the applicable Conversion Price then in effect on the date specified in the notice of conversion, in the form attached hereto as Exhibit A (the “Notice of Conversion”), delivered to the Borrower by the Holder in accordance with Section 1.4 below; provided that the Notice of Conversion is submitted by facsimile or e-mail (or by other means resulting in, or reasonably expected to result in, notice) to the Borrower before 11:59 p.m., New York, New York time on such conversion date (the “Conversion Date”). The Conversion Price shall be appropriately adjusted to reflect any stock splits or reverse stock splits affected by the Company as determined by its Board of Directors. ]]
https://www.sec.gov/Archives/edgar/data/1550222/000118518523000902/ex_563523.htm
[[ Principal Amount: $50,000 Issue Date: August 7, 2023
PROMISSORY NOTE
FOR VALUE RECEIVED, MIKE THE PIKE PRODUCTIONS, INC., a Wyoming corporation (hereinafter called the “Borrower” or “Company”), hereby promises to pay to the order of John Neville (the “Holder”) the sum of US$50,000.00, together with any interest as set forth herein, on the earlier of the first closing in the contemplated Regulation A offering or Six (6) months following the issuance date of the Note (the ‘Period”), whichever occurs first (the “Maturity Date”), and to pay interest on the unpaid principal balance hereof at the rate of twenty percent (20%) (the “Interest Rate”) for the Period , whether at maturity or upon acceleration or by prepayment or otherwise.
...
1.1 Conversion Right. The Holder shall have the right, in its sole and absolute discretion, from time to time, and at any time, on or following February 8, 2024 and ending on the date that the Note is fully repaid and extinguished in its entirety, to convert all or any part of the outstanding and unpaid principal and interest amount of this Note into fully paid and non- assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified, at a conversion price of $0.0004 per share (the Conversion Price) subject to adjustment as set forth herein (a “Conversion”); provided, however, that in no event shall the Holder be entitled to convert any portion of this Note in excess of that portion of this Note upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Note or the unexercised or unconverted portion of any other security of the Borrower subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing the Conversion Amount (as defined below) by the applicable Conversion Price then in effect on the date specified in the notice of conversion, in the form attached hereto as Exhibit A (the “Notice of Conversion”), delivered to the Borrower by the Holder in accordance with Section 1.4 below; provided that the Notice of Conversion is submitted by facsimile or e-mail (or by other means resulting in, or reasonably expected to result in, notice) to the Borrower before 11:59 p.m., New York, New York time on such conversion date (the “Conversion Date”). The Conversion Price shall be appropriately adjusted to reflect any stock splits or reverse stock splits affected by the Company as determined by its Board of Directors. ]]
https://www.sec.gov/Archives/edgar/data/1550222/000118518523000902/ex_563523.htm
99.99% of all pinks are scams. Best to assume the other 0.01% are as well.
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