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Bubae

08/05/25 7:32 PM

#47649 RE: Let's See The Profits #47647

That is a false statement. I have provided the links to the five notes issued to the three holders and you will not find where they are conditional other than their conversion terms and price. Take a moment and try to support your statements using the documents submitted. They could have converting some of that this past week if they liked.

These notes were issued last November and rewritten February 17, 2025 to include provision (b) allowing them to convert at a 25% discount to market after a 180 day vesting period. That these Mexedia managers have converted billions of shares just to pay off the previous toxic debt then seek more than $1 million in conversions as an award is offensive.

At what point to they star focusing on funding the business. Retail contributions the past ten months have been a waste by design. Mexedia could have executed this reverse merger with a clean shell rather than this one one with million in debt and an already bloated share count. Lined below for the document dump representing the millions in agreements for the reverse merger. Ridiculous but you all are paying it.

Document dump for the original $4.5 million regulation A filing November 29, 2024
https://www.sec.gov/Archives/edgar/data/1384365/000139390524000408/0001393905-24-000408-index.htm


Amended Regulation A offering circular filed April 15, 2025
https://www.sec.gov/Archives/edgar/data/1384365/000113902025000061/rdar_253g1.htm

Officer Bonuses

In November 2024, the Company paid bonuses to its executive officers, as follows:

We issued a $50,000 principal amount convertible promissory note to our Chief Executive Officer, Daniel Contreras, in payment of a performance bonus, which convertible promissory note was amended and restated on February 17, 2025.

We issued a $300,000 principal amount convertible promissory note to our President, Orlando Taddeo, in payment of a performance bonus, which convertible promissory note was amended and restated on February 17, 2025.

We issued a $300,000 principal amount convertible promissory note to our President, Orlando Taddeo, in payment of a bonus associated with Mexedia DAC’s debt restructuring, which convertible promissory note was amended and restated on February 17, 2025.

We issued a $200,000 principal amount convertible promissory note to our Chief Financial Officer, Daniel Gilcher, in payment of a performance bonus (this note was issued in the name of Otus, LLC, a company owned by Mr. Gilcher), which convertible promissory note was amended and restated on February 17, 2025.

We issued a $200,000 principal amount convertible promissory note to our Chief Financial Officer, Daniel Gilcher, in payment of a bonus associated with Mexedia DAC’s debt restructuring (this note was issued in the name of Otus, LLC, a company owned by Mr. Gilcher), which convertible promissory note was amended and restated on February 17, 2025.

The rewritten performance bonuses filed March 03, 2025
https://www.sec.gov/Archives/edgar/data/1384365/000139390525000083/0001393905-25-000083-index.htm

Page 1 of each note

Conversion Right. The Holder shall have the right from time to time, and at any time during the period beginning on the earlier of (a) the day immediately following the SEC’s qualification of a Regulation A Offering under the Securities Act of 1933, as amended (the “Securities Act”), of the Borrower and (b) the date that is 180 days immediately following the Issue Date to convert all or any part of the outstanding and unpaid amount of this Note into fully paid and non-assessable shares of Common Stock,...

Page 2 of each note

The “Variable Conversion Price” shall mean 75% multiplied by the Market Price (as defined herein) (representing a discount rate of 25%). “Market Price” means the closing price for the Common Stock on the trading day immediately preceding the date of any conversion.























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