NOTES PAYABLE	9 Months Ended
Sep. 30, 2024
NOTES PAYABLE
NOTES PAYABLE	NOTE 4 - NOTES PAYABLE Notes Payable Seller Note Payable. On April 21, 2022 the Company entered into an unsecured note payable with a former owner of Boston Solar as part of the Boston Solar acquisition. The face value of the note was $1,000,000 with no stated interest. The fair value of the note was determined to be $897,306 at the date of acquisition with the difference between the stated value and the fair value being amortized to interest expense over the 18-month period. At December 31, 2023, the principal balance totaled $750,000. On January 16, 2024, the remaining balance of the note and related accrued interest was assigned to a third party (see assignment note below). Note Purchase Agreement. In July 2021, the Company entered into a note purchase agreement with Bucktown Capital LLC (“BCL”) whereby the Company agreed to issue and sell to BCL a promissory note in the principal amount of $1,580,000 (the “Note”). The Note bears interest at the rate of Eight Percent (8%) per annum, and provides that for the calendar quarter beginning on January 1, 2022 and continuing for each calendar quarter thereafter until the Note is paid in full, the Company will make quarterly cash payments to BCL equal to $250,000. The Company may choose the frequency and amount of each payment (subject to a minimum payment of $50,000) during each applicable quarter so long as the aggregate amount paid during each quarter is equal to $250,000. The Note matures in July 2023. The Note contains the following covenants: (i) Company will timely file on the applicable deadline all reports required to be filed with the SEC pursua nt to Sections 13 or 15(d) of the 1934 Act, and will take all reasonable action under its control to ensure that adequate current public information with respect to Company, as required in accordance with Rule 144 of the 1933 Act, is publicly available, and will not terminate its status as an issuer required to file reports under the 1934 Act even if the 1934 Act or the rules and regulations thereunder would permit such termination; (ii) the common stock shall be listed or quoted for trading on any of (a) NYSE, (b) NASDAQ, (c) OTCQX, (d) OTCQB, or (e) OTC Pink; (iii) trading in Company’s common stock will not be suspended, halted, chilled, frozen, reach zero bid or otherwise cease trading on Company’s principal trading market for more than two (2) consecutive Trading Days; and (iv) Company will not enter into any financing transaction with John Kirkland or any of his affiliated entities. In February 2024, BCL and the Company entered into an agreement whereby BCL converted $95,000 of the outstanding principal balance into common shares of the Company. During May and June 2024, BCL and the Company settled the $1,075,381 outstanding balance of the note and $24,531 in accrued interest through the issuance of 78,083 shares of common stock, resulting in a loss on settlement totaling $2,410,434. SBA Loan. In May 2020, the Company received loan proceeds of $150,000 under the SBA’s Economic Injury Disaster Loan program (“EIDL”). The EIDL dated May 22, 2020, bears interest at 3.75%, has a 30-year term, is secured by substantially all assets of the Company, and is due in monthly installments of $731 beginning May 1, 2021. At December 31, 2023, $32,164 is included in the current portion of notes payable and $117,836 is included in long-term notes payable. At September 30, 2024, $34,357 is included in current portion of notes payable and $115,643 is included in long-term notes payable. Settlement and Release Agreement. In March 2023, Boston Solar entered into a settlement and release with a third party in which Boston Solar agreed to make payments totaling $500,000 over a 30-month period. At December 31, 2023, $90,000 is included in current portion of notes payable and $215,000 is included in long-term notes payable. At September 30, 2024, $90,000 is included in current portion of notes payable and $125,000 is included in long-term notes payable. Other. In December 2023 the Company entered into short-term note payable with a third party in the amount of $49,980. In January 2024, the note was paid in full. At September 30, 2024, Boston Solar has a note payable in the amount of $17,899 related to a service truck, $7,530 of which is included in current portion of notes payable. Convertible Notes Payable Seller Note Payable in Shares. On April 21, 2022, the Company issued an unsecured 36-month seller note to the chief executive officer of Boston Solar (“Minority Owner”) in the amount of $1,940,423 payable in shares of the Company’s common stock based on the VWAP of the Company’s common stock over the 60 trading days prior to April 21, 2022. The payments begin six months after April 21, 2022 and are paid quarterly over 30 months. The fair value of the note was determined to be $1,252,272. The difference between the stated value and the fair value was being amortized to interest expense over the 36-month period. On January 1, 2024, the Company entered into an agreement with the owner of 19.9%, the Minority Owner pursuant to which the Company agreed to purchase the 19.9% of Boston Solar from the Minority Owner in exchange for: (i) a six (6) month convertible note in the amount $275,000; and (ii) a twelve (12) month convertible note in the amount $275,000. Additionally, the Company agreed to convert the Seller Note Payable in Shares (which is owned by the Minority Owner) into common shares of the Company as a price of $3.50 per share. As a result of the transaction, the Company owns 100% of Boston Solar and the Company recorded on January 1, 2024, a gain on settlement of debt of approximately $888,000. Seller Convertible Notes. As described above, the Company entered into a six-month convertible note in the amount of $275,000, and a twelve month convertible note in the amount of $275,000, with the Minority Owner. The twelve month note includes $25,000 of prepaid interest added to the principal amount due. In regard to the six month note the Minority Owner: (i) has the option to convert in to common shares using a five day VWAP at any period starting February 16, 2024, and prior to maturity date; and (ii) at the maturity date, any amount of the note still outstanding will automatically convert using the five day VWAP prior to the maturity date. In regards to the twelve month note : (i) the Company can repay the full $300,000 at any time prior to the maturity date; (ii) if the Company completes a public offering greater than $10 million prior to the maturity date, a condition of the use of proceeds will be to pay any outstanding balance; (iii) after 180 days the Minority Owner shall have the option to convert portions of the note into common stock of the Company with conversions calculated using the five day VWAP prior to the notice of conversion, and the minimum amount of conversion shall be at least $100,000; and (iv) if the note has not been paid or satisfied prior to the maturity date, it will automatically convert in to common shares of the Company with such conversion calculated using the five day VWAP prior to the maturity date. In connection with the notes, the Company recorded discounts totaling $468,938 resulting from the recognition of embedded derivative liabilities (Note 2). The discount is being amortized over the life of the note. On June 30, 2024, the six-month note was automatically converted into 6,650 shares of common stock and 9,823 pre-funded warrants, resulting in a loss on conversion of $163,000. At September 30, 2024, the principal amount of the twelve-month note, totaling $300,000, is included in current portion of convertible notes payable. Assignment Note: In January 2024 the Company entered into an assignment of promissory note with a former owner of Boston Solar (see “Seller Note Payable”) and a third party, in which the former owner assigned the Seller Note Payable, in the amount of $817,000, to the third party and the third party obtained conversion rights from the Company. In connection with the note, the Company recorded a discount totaling $817,000 resulting from the recognition of an embedded derivative liability (Note 2). During the three months ended March 31, 2024, the third party converted $703,168 into common shares of the Company. During April 2024, the remaining balance of the note, totaling $125,947, was converted into 8,099 shares of common stock. Promissory Note 2. On June 26, 2023, the Company entered into a securities purchase agreement providing for the issuance of a Convertible Promissory Note (“Promissory Note 2”) in the principal amount of $118,650, with an original issue discount of $13,640. A one-time interest charge of 12% was applied on the issuance date to the principal ($118,650 .12 = $14,238). Accrued, unpaid interest and outstanding principal, subject to adjustment, shall be paid in nine (9) payments each in the amount of $14,765 (a total payback to the holder of $132,888). The first payment was due July 30, 2023, with eight (8) subsequent payments due each month thereafter. If an event of default occurs and the holder exercises the option to convert, the conversion price (the “Conversion Price”) shall mean 75% multiplied by the lowest trading price for the common stock during the ten (10) trading days prior to the conversion date (representing a discount rate of 25%) (subject to equitable adjustments by the Company relating to the Company’s securities or the securities of any subsidiary of the Company, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). At December 31, 2023, all of the note balance, $30,312, is included in current portion of convertible notes payable. At September 30, 2024, there is no principal balance outstanding. Promissory Note 3. On August 28, 2023, the Company entered into a securities purchase agreement providing for the issuance of a convertible promissory note (“Promissory Note 3”) in the principal amount of $130,000 with a maturity date of May 28, 2024. The holder of the Promissory Note 3 shall have the right from time to time, and at any time during the period beginning on the date of issuance and ending on the later of: (i) the maturity date and (ii) the date of payment of the default amount (as defined in the convertible promissory note), to convert all or any part of the outstanding and unpaid amount of Promissory Note 3 into fully paid and non-assessable shares of common stock, at the conversion price which shall mean 75% multiplied by the lowest trading price for the common stock during the ten (10) trading days prior to the conversion date (representing a discount rate of 25%) (subject to equitable adjustments by the Company relating to the Company’s securities or the securities of any subsidiary of the Company, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). At December 31, 2023, all of the note balance, $130,000, is included in current portion of convertible notes payable. In February 2024, the outstanding principal balance was paid in full. Promissory Note 4. On October 3, 2023, the Company entered into a securities purchase agreement providing for the issuance of a Convertible Promissory Note (“Promissory Note 4”) in the principal amount of $78,500, with an interest rate of 12% and a maturity date of July 30, 2024. The holder of the Promissory Note 4 shall have the right from time to time, and at any time during the period beginning on the date of issuance and ending on the later of: (i) the maturity date and (ii) the date of payment of the default amount (as defined in the convertible promissory note), to convert all or any part of the outstanding and unpaid amount of Promissory Note 4 into fully paid and non-assessable shares of common stock, at the conversion price which shall mean 75% multiplied by the lowest trading price for the common stock during the ten (10) trading days prior to the conversion date (representing a discount rate of 25%) (subject to equitable adjustments by the Company relating to the Company’s securities or the securities of any subsidiary of the Company, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). At December 31, 2023, all of the note balance, $78,500, is included in current portion of convertible notes payable. At September 30, 2024, there is no principal balance outstanding. Promissory Note 5. On October 10, 2023, the Company entered into a securities purchase agreement providing for the issuance of a Convertible Promissory Note (“Promissory Note 5”) in the principal amount of $145,205, with an original issue discount of $16,705. A one-time interest charge of 12% was applied on the issuance date to the principal ($145,205 .12 = $17,424). Accrued, unpaid interest and outstanding principal, subject to adjustment, shall be paid in nine (9) payments each in the amount of $18,070 (a total payback to the holder of $162,629). The first payment is due November 15, 2023, with eight (8) subsequent payments due each month thereafter. If an event of default occurs and the holder exercises the option to convert, the conversion price (the “Conversion Price”) shall mean 75% multiplied by the lowest trading price for the common stock during the ten (10) trading days prior to the conversion date (representing a discount rate of 25%) (subject to equitable adjustments by the Company relating to the Company’s securities or the securities of any subsidiary of the Company, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). At December 31, 2023, all of the note balance, $109,065, is included in current portion of convertible notes payable. At September 30, 2024, there is no principal balance outstanding. Promissory Notes 6 and 7. On February 23, 2024, the Company entered into Securities Purchase Agreements, that were effective February 27, 2024, with 1800 Diagonal Lending LLC, an accredited investor (“DL”) pursuant to which the Company issued to DL a Promissory Note (the “Promissory Note 6”) in the aggregate principal amount of $156,000 with an original issue discount of $26,000 and issuance costs of $5,000, resulting in net proceeds to the Company of $125,000, and a second Promissory Note (the “Promissory Note 7” and collectively with Promissory Note 7 the “DL Notes”) in the aggregate principal amount of $163,585 with an original issue discount of $18,820 and issuance costs of $5,000, resulting in net proceeds to the Company of $139,765. The DL Notes have maturity dates of November 30, 2024, and the Company has agreed to pay interest on the unpaid principal balance of the Promissory Note 6 at the rate of 15% per annum, and 12% per annum on the Promissory Note 7, from the date on which the DL Notes were issued, respectively. A one-time interest charge of 15% or $23,400, and 12% or $19,630 were applied on the issuance dates of the Promissory Note 6 and Promissory Note 7, respectively, to the principal amounts owed under the DL Notes. The Company has right to accelerate payments or prepay in full the DL Notes at any time with no prepayment penalty. The DL Notes are not secured by any collateral or any assets of the Company. The outstanding principal amount of the DL Notes may be converted into shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) in the event of default (missed payment). In the event of default under the DL Notes, DL may convert the DL Notes into shares of the Company’s common stock at a conversion price equal to 75% of the lowest trading price during the 10-day period immediately preceding the date of conversion. In addition, upon the occurrence and during the continuation of an event of default, the DL Notes shall become immediately due and payable, and the Company shall pay to DL in full satisfaction of its obligations under the DL Notes, and the Default Amount (as defined in the DL Notes) as set forth in the DL Notes. In no event shall DL be allowed to affect a conversion of the DL Notes into Common Stock if such conversion, along with all other shares of Company Common Stock beneficially owned by DL and its affiliates would exceed 4.99% of the outstanding shares of the Common Stock of the Company. The issuances of the DL Notes were made in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. During the period ended September 30, 2024, the Company incurred an additional $30,536 in default penalties on Note 7, which were added to the principal balance. At September 30, 2024, all of the principal amounts of Promissory Note 6 ($89,700) and Promissory Note 7 ($93,788) are included in current portion of convertible notes payable. Promissory Note 8. On June 5, 2024, the Company entered into a securities purchase agreement providing for the issuance of a Convertible Promissory Note (“Promissory Note 8”) in the principal amount of $179,400, with an original issue discount of $23,400. A one-time interest charge of 12%, or $21,528, was applied on the issuance date to the principal. Accrued, unpaid interest and outstanding principal, subject to adjustment, shall be paid in nine (9) payments each in the amount of $22,325. The first payment is due July 15, 2024, with eight (8) subsequent payments due each month thereafter. Upon the occurrence and during the continuation of any Event of Default, the note shall become immediately due and payable and the Company shall pay to the holder, in full satisfaction of its obligations hereunder, an amount equal to 150% times any amounts due under the note. Additionally, the note shall be convertible into shares of the Company common stock at a conversion rate equal to the greater of $1.00 and 75% multiplied by the lowest trading price for the common stock during the ten (10) trading days prior to the conversion date (representing a discount rate of 25%) (subject to equitable adjustments by the Company relating to the Company’s securities or the securities of any subsidiary of the Company, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). At September 30, 2024, all of the outstanding balance of $133,952 is included in current portion of convertible notes payable. Promissory Note 9. On August 22, 2024, the Company entered into a securities purchase agreement providing for the issuance of a Convertible Promissory Note (“Promissory Note 9”) in the principal amount of $103,200, with an original issue discount of $23,200. A one-time interest charge of 15%, or $15,480, was applied on the issuance date to the principal. Accrued, unpaid interest and outstanding principal, subject to adjustment, shall be paid in four (4) payments, the first of which is $59,340 and the final three each in the amount of $19,780. The first payment is due February 28, 2025, with three (2) subsequent payments due each month thereafter. Upon the occurrence and during the continuation of any Event of Default, the note shall become immediately due and payable and the Company shall pay to the holder, in full satisfaction of its obligations hereunder, an amount equal to 150% times any amounts due under the note. Additionally, the note shall be convertible into shares of the Company common stock at a conversion rate equal to 75% multiplied by the lowest VWAP price for the common stock during the ten (10) trading days prior to the conversion date (representing a discount rate of 25%) (subject to equitable adjustments by the Company relating to the Company’s securities or the securities of any subsidiary of the Company, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). At September 30, 2024, all of the outstanding balance of $118,680 is included in current portion of convertible notes payable. 12% Convertible Note. On April 26, 2024, the Company entered into a 12% Convertible Promissory Note in the principal amount of $1,250,000, with an original issue discount of $250,000. Quarterly interest payments commence on June 28, 2024 until maturity on April 26, 2026. Periodic principal payments of $220,000, for any unconverted amounts, commence on December 28, 2024 until maturity. After six months, the note may be converted into shares of the Company’s common stock at a ten percent discount to the five day VWAP prior to conversion. If an event of default, as defined in the note, has occurred, the conversion rate shall be the lessor of $40 and the lowest traded price for the five prior trading days. At September 30, 2024, $729,167 is included in current portion of convertible notes payable and $520,833 is included in long-term convertible notes payable. 15% Convertible Note. On June 30, 2024, the Company entered into a 15% Convertible Promissory Note in the principal amount of $312,500, with an original issue discount of $62,500. Quarterly interest payments commence on June 28, 2024 until maturity on March 26, 2025. After six months, the note may be converted into shares of the Company’s common stock at a ten percent discount to the five day VWAP prior to conversion. If an event of default, as defined in the note, has occurred, the conversion rate shall be the lessor of $40 and the lowest traded price for the five prior trading days. At September 30, 2024, $312,500 is included in current portion of convertible notes payable.

NOTES PAYABLE

9 Months Ended

Sep. 30, 2024

NOTE 4 - NOTES PAYABLE

Notes Payable

Seller Note Payable. On April 21, 2022 the Company entered into an unsecured note payable with a former owner of Boston Solar as part of the Boston Solar acquisition. The face value of the note was $1,000,000 with no stated interest. The fair value of the note was determined to be $897,306 at the date of acquisition with the difference between the stated value and the fair value being amortized to interest expense over the 18-month period. At December 31, 2023, the principal balance totaled $750,000. On January 16, 2024, the remaining balance of the note and related accrued interest was assigned to a third party (see assignment note below).

Note Purchase Agreement. In July 2021, the Company entered into a note purchase agreement with Bucktown Capital LLC (“BCL”) whereby the Company agreed to issue and sell to BCL a promissory note in the principal amount of $1,580,000 (the “Note”). The Note bears interest at the rate of Eight Percent (8%) per annum, and provides that for the calendar quarter beginning on January 1, 2022 and continuing for each calendar quarter thereafter until the Note is paid in full, the Company will make quarterly cash payments to BCL equal to $250,000. The Company may choose the frequency and amount of each payment (subject to a minimum payment of $50,000) during each applicable quarter so long as the aggregate amount paid during each quarter is equal to $250,000. The Note matures in July 2023. The Note contains the following covenants: (i) Company will timely file on the applicable deadline all reports required to be filed with the SEC pursua nt to Sections 13 or 15(d) of the 1934 Act, and will take all reasonable action under its control to ensure that adequate current public information with respect to Company, as required in accordance with Rule 144 of the 1933 Act, is publicly available, and will not terminate its status as an issuer required to file reports under the 1934 Act even if the 1934 Act or the rules and regulations thereunder would permit such termination; (ii) the common stock shall be listed or quoted for trading on any of (a) NYSE, (b) NASDAQ, (c) OTCQX, (d) OTCQB, or (e) OTC Pink; (iii) trading in Company’s common stock will not be suspended, halted, chilled, frozen, reach zero bid or otherwise cease trading on Company’s principal trading market for more than two (2) consecutive Trading Days; and (iv) Company will not enter into any financing transaction with John Kirkland or any of his affiliated entities. In February 2024, BCL and the Company entered into an agreement whereby BCL converted $95,000 of the outstanding principal balance into common shares of the Company. During May and June 2024, BCL and the Company settled the $1,075,381 outstanding balance of the note and $24,531 in accrued interest through the issuance of 78,083 shares of common stock, resulting in a loss on settlement totaling $2,410,434.

SBA Loan. In May 2020, the Company received loan proceeds of $150,000 under the SBA’s Economic Injury Disaster Loan program (“EIDL”). The EIDL dated May 22, 2020, bears interest at 3.75%, has a 30-year term, is secured by substantially all assets of the Company, and is due in monthly installments of $731 beginning May 1, 2021. At December 31, 2023, $32,164 is included in the current portion of notes payable and $117,836 is included in long-term notes payable. At September 30, 2024, $34,357 is included in current portion of notes payable and $115,643 is included in long-term notes payable.

Settlement and Release Agreement. In March 2023, Boston Solar entered into a settlement and release with a third party in which Boston Solar agreed to make payments totaling $500,000 over a 30-month period. At December 31, 2023, $90,000 is included in current portion of notes payable and $215,000 is included in long-term notes payable. At September 30, 2024, $90,000 is included in current portion of notes payable and $125,000 is included in long-term notes payable.

Other. In December 2023 the Company entered into short-term note payable with a third party in the amount of $49,980. In January 2024, the note was paid in full. At September 30, 2024, Boston Solar has a note payable in the amount of $17,899 related to a service truck, $7,530 of which is included in current portion of notes payable.

Convertible Notes Payable

Seller Note Payable in Shares. On April 21, 2022, the Company issued an unsecured 36-month seller note to the chief executive officer of Boston Solar (“Minority Owner”) in the amount of $1,940,423 payable in shares of the Company’s common stock based on the VWAP of the Company’s common stock over the 60 trading days prior to April 21, 2022. The payments begin six months after April 21, 2022 and are paid quarterly over 30 months. The fair value of the note was determined to be $1,252,272. The difference between the stated value and the fair value was being amortized to interest expense over the 36-month period. On January 1, 2024, the Company entered into an agreement with the owner of 19.9%, the Minority Owner pursuant to which the Company agreed to purchase the 19.9% of Boston Solar from the Minority Owner in exchange for: (i) a six (6) month convertible note in the amount $275,000; and (ii) a twelve (12) month convertible note in the amount $275,000. Additionally, the Company agreed to convert the Seller Note Payable in Shares (which is owned by the Minority Owner) into common shares of the Company as a price of $3.50 per share. As a result of the transaction, the Company owns 100% of Boston Solar and the Company recorded on January 1, 2024, a gain on settlement of debt of approximately $888,000.

Seller Convertible Notes. As described above, the Company entered into a six-month convertible note in the amount of $275,000, and a twelve month convertible note in the amount of $275,000, with the Minority Owner. The twelve month note includes $25,000 of prepaid interest added to the principal amount due. In regard to the six month note the Minority Owner: (i) has the option to convert in to common shares using a five day VWAP at any period starting February 16, 2024, and prior to maturity date; and (ii) at the maturity date, any amount of the note still outstanding will automatically convert using the five day VWAP prior to the maturity date. In regards to the twelve month note : (i) the Company can repay the full $300,000 at any time prior to the maturity date; (ii) if the Company completes a public offering greater than $10 million prior to the maturity date, a condition of the use of proceeds will be to pay any outstanding balance; (iii) after 180 days the Minority Owner shall have the option to convert portions of the note into common stock of the Company with conversions calculated using the five day VWAP prior to the notice of conversion, and the minimum amount of conversion shall be at least $100,000; and (iv) if the note has not been paid or satisfied prior to the maturity date, it will automatically convert in to common shares of the Company with such conversion calculated using the five day VWAP prior to the maturity date. In connection with the notes, the Company recorded discounts totaling $468,938 resulting from the recognition of embedded derivative liabilities (Note 2). The discount is being amortized over the life of the note. On June 30, 2024, the six-month note was automatically converted into 6,650 shares of common stock and 9,823 pre-funded warrants, resulting in a loss on conversion of $163,000. At September 30, 2024, the principal amount of the twelve-month note, totaling $300,000, is included in current portion of convertible notes payable.

Assignment Note: In January 2024 the Company entered into an assignment of promissory note with a former owner of Boston Solar (see “Seller Note Payable”) and a third party, in which the former owner assigned the Seller Note Payable, in the amount of $817,000, to the third party and the third party obtained conversion rights from the Company. In connection with the note, the Company recorded a discount totaling $817,000 resulting from the recognition of an embedded derivative liability (Note 2). During the three months ended March 31, 2024, the third party converted $703,168 into common shares of the Company. During April 2024, the remaining balance of the note, totaling $125,947, was converted into 8,099 shares of common stock.

Promissory Note 2. On June 26, 2023, the Company entered into a securities purchase agreement providing for the issuance of a Convertible Promissory Note (“Promissory Note 2”) in the principal amount of $118,650, with an original issue discount of $13,640. A one-time interest charge of 12% was applied on the issuance date to the principal ($118,650 *.12 = $14,238). Accrued, unpaid interest and outstanding principal, subject to adjustment, shall be paid in nine (9) payments each in the amount of $14,765 (a total payback to the holder of $132,888). The first payment was due July 30, 2023, with eight (8) subsequent payments due each month thereafter. If an event of default occurs and the holder exercises the option to convert, the conversion price (the “Conversion Price”) shall mean 75% multiplied by the lowest trading price for the common stock during the ten (10) trading days prior to the conversion date (representing a discount rate of 25%) (subject to equitable adjustments by the Company relating to the Company’s securities or the securities of any subsidiary of the Company, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). At December 31, 2023, all of the note balance, $30,312, is included in current portion of convertible notes payable. At September 30, 2024, there is no principal balance outstanding.

Promissory Note 3. On August 28, 2023, the Company entered into a securities purchase agreement providing for the issuance of a convertible promissory note (“Promissory Note 3”) in the principal amount of $130,000 with a maturity date of May 28, 2024. The holder of the Promissory Note 3 shall have the right from time to time, and at any time during the period beginning on the date of issuance and ending on the later of: (i) the maturity date and (ii) the date of payment of the default amount (as defined in the convertible promissory note), to convert all or any part of the outstanding and unpaid amount of Promissory Note 3 into fully paid and non-assessable shares of common stock, at the conversion price which shall mean 75% multiplied by the lowest trading price for the common stock during the ten (10) trading days prior to the conversion date (representing a discount rate of 25%) (subject to equitable adjustments by the Company relating to the Company’s securities or the securities of any subsidiary of the Company, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). At December 31, 2023, all of the note balance, $130,000, is included in current portion of convertible notes payable. In February 2024, the outstanding principal balance was paid in full.

Promissory Note 4. On October 3, 2023, the Company entered into a securities purchase agreement providing for the issuance of a Convertible Promissory Note (“Promissory Note 4”) in the principal amount of $78,500, with an interest rate of 12% and a maturity date of July 30, 2024. The holder of the Promissory Note 4 shall have the right from time to time, and at any time during the period beginning on the date of issuance and ending on the later of: (i) the maturity date and (ii) the date of payment of the default amount (as defined in the convertible promissory note), to convert all or any part of the outstanding and unpaid amount of Promissory Note 4 into fully paid and non-assessable shares of common stock, at the conversion price which shall mean 75% multiplied by the lowest trading price for the common stock during the ten (10) trading days prior to the conversion date (representing a discount rate of 25%) (subject to equitable adjustments by the Company relating to the Company’s securities or the securities of any subsidiary of the Company, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). At December 31, 2023, all of the note balance, $78,500, is included in current portion of convertible notes payable. At September 30, 2024, there is no principal balance outstanding.

Promissory Note 5. On October 10, 2023, the Company entered into a securities purchase agreement providing for the issuance of a Convertible Promissory Note (“Promissory Note 5”) in the principal amount of $145,205, with an original issue discount of $16,705. A one-time interest charge of 12% was applied on the issuance date to the principal ($145,205 *.12 = $17,424). Accrued, unpaid interest and outstanding principal, subject to adjustment, shall be paid in nine (9) payments each in the amount of $18,070 (a total payback to the holder of $162,629). The first payment is due November 15, 2023, with eight (8) subsequent payments due each month thereafter. If an event of default occurs and the holder exercises the option to convert, the conversion price (the “Conversion Price”) shall mean 75% multiplied by the lowest trading price for the common stock during the ten (10) trading days prior to the conversion date (representing a discount rate of 25%) (subject to equitable adjustments by the Company relating to the Company’s securities or the securities of any subsidiary of the Company, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). At December 31, 2023, all of the note balance, $109,065, is included in current portion of convertible notes payable. At September 30, 2024, there is no principal balance outstanding.

Promissory Notes 6 and 7. On February 23, 2024, the Company entered into Securities Purchase Agreements, that were effective February 27, 2024, with 1800 Diagonal Lending LLC, an accredited investor (“DL”) pursuant to which the Company issued to DL a Promissory Note (the “Promissory Note 6”) in the aggregate principal amount of $156,000 with an original issue discount of $26,000 and issuance costs of $5,000, resulting in net proceeds to the Company of $125,000, and a second Promissory Note (the “Promissory Note 7” and collectively with Promissory Note 7 the “DL Notes”) in the aggregate principal amount of $163,585 with an original issue discount of $18,820 and issuance costs of $5,000, resulting in net proceeds to the Company of $139,765. The DL Notes have maturity dates of November 30, 2024, and the Company has agreed to pay interest on the unpaid principal balance of the Promissory Note 6 at the rate of 15% per annum, and 12% per annum on the Promissory Note 7, from the date on which the DL Notes were issued, respectively. A one-time interest charge of 15% or $23,400, and 12% or $19,630 were applied on the issuance dates of the Promissory Note 6 and Promissory Note 7, respectively, to the principal amounts owed under the DL Notes. The Company has right to accelerate payments or prepay in full the DL Notes at any time with no prepayment penalty. The DL Notes are not secured by any collateral or any assets of the Company. The outstanding principal amount of the DL Notes may be converted into shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) in the event of default (missed payment). In the event of default under the DL Notes, DL may convert the DL Notes into shares of the Company’s common stock at a conversion price equal to 75% of the lowest trading price during the 10-day period immediately preceding the date of conversion. In addition, upon the occurrence and during the continuation of an event of default, the DL Notes shall become immediately due and payable, and the Company shall pay to DL in full satisfaction of its obligations under the DL Notes, and the Default Amount (as defined in the DL Notes) as set forth in the DL Notes. In no event shall DL be allowed to affect a conversion of the DL Notes into Common Stock if such conversion, along with all other shares of Company Common Stock beneficially owned by DL and its affiliates would exceed 4.99% of the outstanding shares of the Common Stock of the Company. The issuances of the DL Notes were made in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. During the period ended September 30, 2024, the Company incurred an additional $30,536 in default penalties on Note 7, which were added to the principal balance. At September 30, 2024, all of the principal amounts of Promissory Note 6 ($89,700) and Promissory Note 7 ($93,788) are included in current portion of convertible notes payable.

Promissory Note 8. On June 5, 2024, the Company entered into a securities purchase agreement providing for the issuance of a Convertible Promissory Note (“Promissory Note 8”) in the principal amount of $179,400, with an original issue discount of $23,400. A one-time interest charge of 12%, or $21,528, was applied on the issuance date to the principal. Accrued, unpaid interest and outstanding principal, subject to adjustment, shall be paid in nine (9) payments each in the amount of $22,325. The first payment is due July 15, 2024, with eight (8) subsequent payments due each month thereafter. Upon the occurrence and during the continuation of any Event of Default, the note shall become immediately due and payable and the Company shall pay to the holder, in full satisfaction of its obligations hereunder, an amount equal to 150% times any amounts due under the note. Additionally, the note shall be convertible into shares of the Company common stock at a conversion rate equal to the greater of $1.00 and 75% multiplied by the lowest trading price for the common stock during the ten (10) trading days prior to the conversion date (representing a discount rate of 25%) (subject to equitable adjustments by the Company relating to the Company’s securities or the securities of any subsidiary of the Company, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). At September 30, 2024, all of the outstanding balance of $133,952 is included in current portion of convertible notes payable.

Promissory Note 9. On August 22, 2024, the Company entered into a securities purchase agreement providing for the issuance of a Convertible Promissory Note (“Promissory Note 9”) in the principal amount of $103,200, with an original issue discount of $23,200. A one-time interest charge of 15%, or $15,480, was applied on the issuance date to the principal. Accrued, unpaid interest and outstanding principal, subject to adjustment, shall be paid in four (4) payments, the first of which is $59,340 and the final three each in the amount of $19,780. The first payment is due February 28, 2025, with three (2) subsequent payments due each month thereafter. Upon the occurrence and during the continuation of any Event of Default, the note shall become immediately due and payable and the Company shall pay to the holder, in full satisfaction of its obligations hereunder, an amount equal to 150% times any amounts due under the note. Additionally, the note shall be convertible into shares of the Company common stock at a conversion rate equal to 75% multiplied by the lowest VWAP price for the common stock during the ten (10) trading days prior to the conversion date (representing a discount rate of 25%) (subject to equitable adjustments by the Company relating to the Company’s securities or the securities of any subsidiary of the Company, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). At September 30, 2024, all of the outstanding balance of $118,680 is included in current portion of convertible notes payable.

12% Convertible Note. On April 26, 2024, the Company entered into a 12% Convertible Promissory Note in the principal amount of $1,250,000, with an original issue discount of $250,000. Quarterly interest payments commence on June 28, 2024 until maturity on April 26, 2026. Periodic principal payments of $220,000, for any unconverted amounts, commence on December 28, 2024 until maturity. After six months, the note may be converted into shares of the Company’s common stock at a ten percent discount to the five day VWAP prior to conversion. If an event of default, as defined in the note, has occurred, the conversion rate shall be the lessor of $40 and the lowest traded price for the five prior trading days. At September 30, 2024, $729,167 is included in current portion of convertible notes payable and $520,833 is included in long-term convertible notes payable.

15% Convertible Note. On June 30, 2024, the Company entered into a 15% Convertible Promissory Note in the principal amount of $312,500, with an original issue discount of $62,500. Quarterly interest payments commence on June 28, 2024 until maturity on March 26, 2025. After six months, the note may be converted into shares of the Company’s common stock at a ten percent discount to the five day VWAP prior to conversion. If an event of default, as defined in the note, has occurred, the conversion rate shall be the lessor of $40 and the lowest traded price for the five prior trading days. At September 30, 2024, $312,500 is included in current portion of convertible notes payable.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

SinglePoint Inc. 10-Q