NOTES PAYABLE

12 Months Ended

Dec. 31, 2024

NOTES PAYABLE

NOTES PAYABLE

NOTE 5 - NOTES PAYABLE

Notes Payable

Following is a summary of notes payable at December 31, 2024 and 2023.

							December 31, 2024						December 31, 2023
Note	Origination	Maturity		Rate			Principal - Current		Principal - Long-Term		Discount		Principal - Current		Principal - Long-Term		Discount
Note A	May 2020	May 2050			3.75	%	$	150,000	$	-	$	-	$	32,164	$	117,836	$	-
Note B	July 2021	July 2023			8.00	%		-		-		-		1,004,378		-		13,274
Note C	August 2021	August 2026			5.00	%		14,845		-		-		7,530		13,277		-
Note D	April 2022		-		-			-		-		-		750,000		-		-
Note E	March 2023	September 2025			-			215,000		-		-		90,000		215,000		-
Note F	December 2023	March 2024			-			-		-		-		49,980		-		-
							$	379,845	$	-	$	-	$	1,934,052	$	346,113	$	13,274

Note A - 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. The Company is in payment default on the EIDL note.

Note B - Note Purchase Agreement. In July 2021, the Company entered into an unsecured 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 with maturity in July 2023. In February 2024, BCL and the Company entered into an agreement whereby BCL converted $95,000 of the outstanding principal balance into 2,967 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 $1,310,522.

Note D - Seller Note Payable. In April 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. 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 E - Settlement and Release Note. In March 2023, Boston Solar entered into an unsecured settlement and release with a third party in which Boston Solar agreed to make payments totaling $500,000 over a 30-month period.

Convertible Notes Payable

Following is a summary of convertible notes payable at December 31, 2024 and 2023.

					December 31, 2024						December 31, 2023
Convertible Note	Origination	Maturity	Rate		Principal - Current		Principal - Long-Term		Discount		Principal - Current		Principal - Long-Term		Discount
Convertible Note A	April 2022	April 2025		-	$	-	$	-	$	-	$	1,587,619	$	-	$	301,066
Convertible Note B	June 2023	February 2024		-		-		-		-		30,311		-		7,440
Convertible Note C	August 2023	May 2024		-		-		-		-		130,000		-		57,409
Convertible Note D	October 2023	July 2024		-		-		-		-		78,500		-		54,507
Convertible Note E	October 2023	July 2024		-		-		-		-		109,065		-		14,832
Seller Convertible Note	January 2024	December 2024		-		300,000		-		-		-		-		-
Convertible Note H	June 2024	March 2025		-		98,277		-		51,512		-		-		-
Convertible Note I	August 2024	May 2025		-		118,680		-		50,068		-		-		-
Convertible Note J	April 2024	April 2026		-		1,250,000		-		789,952		-		-		-
Convertible Note K	June 2024	March 2025		-		312,500		-		71,949		-		-		-
					$	2,079,457	$	-	$	963,481	$	1,935,495	$	-	$	435,254

Purchase Agreement. On April 21, 2022, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Cameron Bridge LLC, Target Capital LLC, and Walleye Opportunities Master Fund Ltd. (collectively the “Investors”), whereby the Investors purchased from the Company, and the Company issued, an aggregate principal amount of $4,885,353 of 15% original issue discount convertible promissory notes (each, a “Note” and collectively, the “Notes”). In December 2023, all of the principal balance plus accrued interest was converted into common shares and pre-funded warrants, resulting in a loss on settlement of debt of approximately 977,000.

Convertible Note A.

In April 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 volume-weighted average price (“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 Minority Owner to purchase the Minority Owner’s 19.9% interest in Boston Solar 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 (Seller Convertible Notes below).  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 at a price of $3.50 per share.  Immediately following the transaction, the Company increased its ownership in Boston Solar to 100% resulting in a gain on settlement of debt of approximately $857,000.

Seller Convertible Notes. On January 1, 2024, the Company entered into an unsecured six-month convertible note in the amount of $275,000, and a twelve-month convertible note in the amount of $275,000, with a former 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.

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 unsecured 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 26,770 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.

Convertible Note B. On June 26, 2023, the Company entered into a securities purchase agreement providing for the issuance of an unsecured Convertible Promissory Note 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.

Convertible Note C. On August 28, 2023, the Company entered into a securities purchase agreement providing for the issuance of an unsecured convertible promissory note in the principal amount of $130,000 with a maturity date of May 28, 2024. The note was repaid during 2024.

Convertible Note D. On October 3, 2023, the Company entered into a securities purchase agreement providing for the issuance of an unsecured Convertible Promissory Note in the principal amount of $78,500, with an interest rate of 12% and a maturity date of July 30, 2024. The note was repaid during 2024.

Convertible Note E. On October 10, 2023, the Company entered into a securities purchase agreement providing for the issuance of an unsecured Convertible Promissory Note in the principal amount of $145,205 maturing in July 2024 and an original issue discount of $16,705.  A one-time interest charge of 12% was applied on the issuance date to the principal. The note was repaid during 2024.

Convertible Notes F and G. 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 (“Convertible Note F”) 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 (“Convertible Note G”) 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 Convertible Note F at the rate of 15% per annum, and 12% per annum on the Convertible Note G , 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 Convertible Note F and Convertible Note G , 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 unsecured. 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 Convertible Note G , which were added to the principal balance. From October to November 2024, DL converted Convertible Note F and Convertible Note G  into 15,342,038 shares of common stock. At December 31, 2024, there is no principal balance outstanding.

Convertible Note H. On June 5, 2024, the Company entered into a securities purchase agreement providing for the issuance of an unsecured Convertible Promissory Note 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). During December 2024, $14,850 of the note was converted into 1,941,176 shares of common stock.

Convertible Note I. On August 22, 2024, the Company entered into a securities purchase agreement providing for the issuance of an unsecured Convertible Promissory Note 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 (3) 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).

Convertible Note J. On April 26, 2024, the Company entered into an unsecured 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. The December 28, 2024, payment was not made prior to December 31, 2024, and the note was past due.

Convertible Note K. On June 30, 2024, the Company entered into an unsecured 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.

Following is a summary of contractual maturities as of December 31, 2024:

	Notes		Convertible Notes		Total
2025	$	379,845	$	2,079,457	$	2,459,302
Total	$	379,845	$	2,079,457	$	2,459,302