NOTE 6 – CONVERTIBLE NOTES

Convertible notes payable at March 31, 2025 and December 31, 2024 are summarized as follows:

On January 9, 2025, the Company entered into a financing agreement with 1800 Diagonal Lending LLC (“1800 Diagonal”) to borrow $49,200. The note matures on October 30, 2025, bears interest at 12%, with a default rate of 22%, and is convertible, commencing 180 days after the date of issuance, into common shares of the Company. The conversion price is to be calculated at 61% of the average of the lowest trading price of the Company’s common stock for the previous ten trading days prior to the date of conversion. The lender agrees to limit the amount of stock received to less than 4.99% of the total outstanding common stock. There are no warrants or options attached to this note, and the Company has reserved 114,000,000 shares of common stock for conversion. Net proceeds from the loan were $40,000, after legal fees and borrowing costs of $9,200.

The Company’s outstanding convertible notes due to SE Holding LLC and Adar Alef LLC which, as of March 31, 2025 and December 31, 2024, are in default. Accordingly, the Company has accrued default interest at the rate of 24% per annum on the outstanding debt. On January 23, 2024, the managing member of SE Holdings, LLC, individually, and Adar Alef, LLC, also managed by the same individual, as the entity, settled charges with the SEC ordering them, in part, to surrender for cancellation all remaining shares of the Company they obtained through conversion of notes, as well as conversion rights under any remaining convertible notes. The Company is evaluating what this means for the remaining outstanding conversion rights under the two convertible promissory notes held by SE Holdings, LLC ($220,000) and Adar Alef, LLC (original face amount of $550,000), and for the current holdings of Adar Alef, LLC (5,000,000 shares of common stock of BlackStar). The Company is of the opinion that the notes are no longer convertible, but continues to classify the notes as convertible until final determination and settlement amongst the parties is made.