UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period ended ~~September~~March 3031, ~~2023~~2024

Commission File No. 000-53425

~~Singlepoint~~SinglePoint Inc. (Name of small business issuer in its charter)

Nevada

26-1240905

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

~~3014~~3104 EEast Camelback RdRoad #2137

Phoenix, AZ 85016

(Address of principal executive offices)

(888) 682-7464

(Issuer’s telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated Filer ☒☐ Smaller reporting company ☒ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of August ~~November 10~~28, ~~2023~~2024, the Company had 823,~~008~~795,~~890~~626 outstanding shares of its common stock, par value $0.0001.

Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 2, of Part I of this report include forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by forward-looking statements.

In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “proposed,” “intended,” or “continue” or the negative of these terms or other comparable terminology. You should read statements that contain these words carefully, because they discuss our expectations about our future operating results or our future financial condition or state other “forward-looking” information. There may be events in the future that we are not able to accurately predict or control. Before you invest in our securities, you should be aware that the occurrence of any of the events described in this Quarterly Report could substantially harm our business, results of operations and financial condition, and that upon the occurrence of any of these events, the trading price of our securities could decline and you could lose all or part of your investment. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, growth rates, levels of activity, performance or achievements. We are under no duty to update any of the forward-looking statements after the date of this Quarterly Report to conform these statements to actual results.

2 ~~Table of Contents~~

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets (unaudited)	4
	Condensed Consolidated Statements of Operations (unaudited)	5
	Condensed Consolidated Statements of Stockholders’ Deficit (unaudited)	6
	Condensed Consolidated Statements of Stockholders’ Equity (Deficit) (unaudited)	6
	Condensed Consolidated Statements of Cash Flows (unaudited)	7
	Notes to Condensed Consolidated Financial Statements (unaudited)	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2625
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	2827
Item 4.	Controls and Procedures	2827
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	2928
Item 1A.	Risk Factors	2928
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2928
Item 3.	Defaults Upon Senior Securities	2928
Item 4.	Mine Safety Disclosures	2928
Item 5.	Other Information	2928
Item 6.	Exhibits	3029
Signatures		3130

Table of Contents

SINGLEPOINT INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
	September 30, 2023			December 31, 2022
ASSETS
CURRENT ASSETS:
Cash	$	438,221		$	564,242
Accounts receivable, net		2,248,575			3,034,070
Prepaid expenses		182,998			261,622
Inventory, net		2,989,596			2,481,384
Contract assets		1,200,273			404,849
Notes receivable from related party		279,956			220,456
Total Current Assets		7,339,619			6,966,623
NON-CURRENT ASSETS:
Property, net		245,803			232,873
Right of use asset		1,387,754			1,295,690
Investment, at fair value		134,376			134,376
Intangible assets, net		2,987,906			3,291,242
Goodwill		7,199,567			7,199,567
Total Assets	$	19,295,025		$	19,120,371
LIABILITIES, MEZZANINE AND STOCKHOLDERS' DEFICIT
LIABILITIES
CURRENT LIABILITIES:
Accounts payable	$	4,309,761		$	4,797,456
Accrued expenses, including accrued officer salaries		4,129,042			1,479,656
Current portion of convertible notes payable, net of debt discount		7,404,120			6,748,396
Unearned revenue		6,217,560			4,927,240
Lease liability, current portion		323,319			272,575
Advances from related party		907,798			657,404
Accrued preferred share dividends		427,660			224,760
Current portion of notes payable, net of debt discount		2,660,116			2,464,823
Total Current Liabilities		26,379,376			21,572,310
LONG-TERM LIABILITIES:
Convertible notes payable, net of current portion and debt discount		575,223			840,474
Lease liability, net of current portion		1,064,436			1,039,207
Advances from related party, net of current portion		-			400,897
Long-term notes payable, net of current portion and debt discount		351,896			145,357
Total Liabilities		28,370,931			23,998,245
COMMITMENTS AND CONTINGENCIES (Note 9)
Class D convertible preferred stock, par value $0.0001; 2,000 shares authorized; 1,650 and 2,000 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively		1,980,000			2,400,000
Class E convertible preferred stock, par value $0.0001; 5,000 shares authorized; 2,436 and 1,920 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively		2,313,780			1,830,000
STOCKHOLDERS' DEFICIT
Undesignated preferred stock, par value $0.0001; 19,990,000 and 19,992,500 shares authorized as of September 30, 2023, and December 31, 2022, respectively
Class A convertible preferred stock, par value $0.0001; 80,000,000 shares authorized; 0 and 75,725,981 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively		-			7,573
Class B convertible preferred stock, par value $0.0001; 1,500 shares authorized; no shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively		-			-
Class C convertible preferred stock, par value $0.0001; 1,500 shares authorized; 0 and 19 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively		-			-
Common stock, par value $0.0001; 5,000,000,000 shares authorized; 7,348,702 and 285,320 shares issued and outstanding as of September 30, 2023, and December 31, 2022, respectively		734			29
Additional paid-in capital		86,977,874			85,908,699
Accumulated deficit		(100,236,691	)		(95,236,339	)
Total Singlepoint Inc. stockholders' deficit		(13,258,083	)		(9,320,038	)
Non-controlling interest		(111,603	)		212,164
Total Stockholders' Deficit		(13,369,686	)		(9,107,874	)
Total Liabilities, Mezzanine, and Stockholders' Deficit	$	19,295,025		$	19,120,371
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

SINGLEPOINT INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

	March 31, 2024			December 31, 2023

ASSETS
CURRENT ASSETS:
Cash	$	533,723		$	758,622
Accounts receivable, net		1,727,543			1,076,293
Prepaid expenses		1,079,943			1,422,844
Inventory, net		656,669			1,835,084
Contract assets		717,395			647
Notes receivable from related party		299,956			289,957
Total Current Assets		5,015,229			5,383,447

NON-CURRENT ASSETS:
Property, net		246,064			256,020
Right of use asset		1,291,541			1,391,700
Investment, at fair value		134,376			134,376
Intangible assets, net		2,785,682			2,886,794
Goodwill		7,199,567			7,199,567

Total Assets	$	16,672,459		$	17,251,904

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
CURRENT LIABILITIES:
Accounts payable	$	5,411,507		$	4,216,791
Accrued expenses, including accrued officer salaries		2,260,964			2,453,237
Current portion of convertible notes payable, net of debt discount		523,961			1,500,241
Unearned revenue		3,497,144			4,128,230
Lease liability, current portion		346,137			345,442
Advances from related party		53,212			22,656
Advances		250,000			-
Current portion of notes payable, net of debt discount		1,207,268			1,920,778
Derivative liability		1,203,393			388,983

Total Current Liabilities		14,753,586			14,976,358

LONG-TERM LIABILITIES:
Lease liability, net of current portion		945,405			1,046,259
Long-term notes payable, net of current portion and debt discount		342,491			346,113

Total Liabilities		16,041,482			16,368,730

COMMITMENTS AND CONTINGENCIES (Note 9)

STOCKHOLDERS' EQUITY
Undesignated preferred stock, par value $0.0001; 19,990,000 shares
authorized as of March 31, 2024, and December 31, 2023

Class A convertible preferred stock, par value $0.0001; 80,000,000 shares
authorized; 1,000,000 shares issued and outstanding
as of March 31, 2024 and December 31, 2023		100			100

Class B convertible preferred stock, par value $0.0001; 1,500 shares
authorized; no shares issued and outstanding as of		-			-
March 31, 2024 and December 31, 2023

Class C convertible preferred stock, par value $0.0001; 1,500 shares
authorized; no shares issued and outstanding as of		-			-
March 31, 2024 and December 31, 2023

Class D convertible preferred stock, par value $0.0001; 2,000 shares
authorized; no shares issued and outstanding as of		-			-
March 31, 2024 and December 31, 2023

Class E convertible preferred stock, par value $0.0001; 5,000 shares
authorized; no shares issued and outstanding as of		-			-
March 31, 2024 and December 31, 2023

Common stock, par value $0.0001; 192,307,693 shares
authorized as March 31, 2024 and December 31, 2023, respectively;
10,973,313 and 4,351,638 shares issued and outstanding
as of March 31, 2024, and December 31, 2023, respectively		1,097			434

Additional paid-in capital		105,310,069			103,879,988
Accumulated deficit		(105,413,763	)		(102,634,869	)
Total Singlepoint Inc. stockholders' equity		(102,497	)		1,245,653
Non-controlling interest		733,474			(362,479	)
Total Stockholders' Equity		630,977			883,174

Total Liabilities and Stockholders' Equity	$	16,672,459		$	17,251,904

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Table of Contents

SINGLEPOINT INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
	For the Three Months Ended						For the Nine Months Ended
	September 30, 2023			September 30, 2022			September 30, 2023			September 30, 2022
REVENUE	$	6,914,934		$	6,589,227		$	20,783,784		$	12,675,450
Cost of revenue		4,847,499			4,263,378			14,362,913			8,837,735
Gross profit		2,067,435			2,325,849			6,420,871			3,837,715
Selling, general and administrative expense ("SG&A")		3,175,559			3,689,463			9,881,689			9,831,209
LOSS FROM OPERATIONS		(1,108,124	)		(1,363,614	)		(3,460,818	)		(5,993,494	)
OTHER INCOME (EXPENSE):
Interest expense		(370,398	)		(54,069	)		(1,169,096	)		(173,037	)
Amortization of debt discounts		(93,477	)		(454,808	)		(398,669	)		(803,261	)
Impairment of goodwill					-			-			-
Other income		216,299			197,502			259,939			344,541
Loss on settlement of debt		-			-			(352,576	)		-
Other expense, net		(247,576	)		(311,375	)		(1,660,402	)		(631,757	)
LOSS BEFORE INCOME TAXES		(1,355,700	)		(1,674,989	)		(5,121,220	)		(6,625,251	)
Income taxes		-			-			-			-
NET LOSS		(1,355,700	)		(1,674,989	)		(5,121,220	)		(6,625,251	)
Loss attributable to non-controlling interests		84,840			70,141			323,767			271,330
NET LOSS ATTRIBUTABLE TO SINGLEPOINT INC.		(1,270,860	)		(1,604,848	)		(4,797,453	)		(6,353,921	)
Deemed dividends - Series A Preferred shares		-			-			10,568,730			-
NET INCOME (LOSS) AVAILABLE FOR COMMON STOCKHOLDERS	$	(1,270,860	)	$	(1,604,848	)	$	5,771,277		$	(6,353,921	)
Income (loss) per share available to common stockholders - basic	$	(0.21	)	$	(7.04	)	$	1.72		$	(30.78	)
Income (loss) per share available to common stockholders - diluted	$	(0.21	)	$	(7.04	)	$	0.66		$	(30.78	)
Weighted average shares outstanding - basic		6,106,457			227,829			3,357,450			206,404
Weighted average shares outstanding - diluted		6,106,457			227,829			8,784,736			206,404
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

SINGLEPOINT INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	For the Three Months Ended
	March 31, 2024			March 31, 2023

REVENUE	$	4,136,412		$	5,719,370

Cost of revenue		2,284,253			4,066,294

Gross profit		1,852,159			1,653,076

Selling, general and administrative expense ("SG&A")		4,203,876			9,967,099

LOSS FROM OPERATIONS		(2,351,717	)		(8,314,023	)

OTHER INCOME (EXPENSE):
Interest expense		(124,121	)		(452,819	)
Amortization of debt discounts		(1,316,041	)		(175,314	)
Other income		21,012			34,234
Gain on settlement of debt		887,991			-
Gain on change in fair value of derivative liability securities		306,457			-
Financing costs		(281,486	)		-
Other income (expense), net		(506,188	)		(593,899	)

LOSS BEFORE INCOME TAXES		(2,857,905	)		(8,907,922	)

Income taxes		-			-

NET LOSS		(2,857,905	)		(8,907,922	)

Loss attributable to non-controlling interests		721			233,904

NET LOSS ATTRIBUTABLE TO SINGLEPOINT INC.		(2,857,184	)		(8,674,018	)

NET LOSS AVAILABLE FOR COMMON STOCKHOLDERS	$	(2,857,184	)	$	(8,674,018	)

Loss per share available to common stockholders - basic	$	(0.37	)	$	(719.12	)
Loss per share available to common stockholders - diluted	$	(0.37	)	$	(719.12	)

Weighted average shares outstanding - basic		7,686,775			12,062
Weighted average shares outstanding - diluted		7,686,775			12,062

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Table of Contents

SINGLEPOINT INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
(unaudited)
	Preferred Stock Class A Par Value $0.0001						Preferred Stock Class B Par Value $0.0001					Preferred Stock Class C Par Value $0.0001					Common Stock Par Value $0.0001				Additional						Non-
	Number of Shares			Amount			Number of Shares			Amount		Number of Shares			Amount		Number of Shares		Amount		paid-in Capital			Accumulated Deficit			controlling Interest			Stockholders'Deficit
Balance, December 31, 2022		75,725,981		$	7,573			-		$	-		19		$	-		285,320	$	29	$	85,908,699		$	(95,236,339	)	$	212,164		$	(9,107,874	)
Issuance of common shares for cash																		3,654		-		38,077									38,077
Issuance of common shares for acquisition expenses																		1,584		-		36,118									36,118
Issuance of common shares for principal and accrued interest on notes																		3,782		-		176,402									176,402
Conversion of preferred shares		(436,000	)		(44	)		-					(52	)		-		35,897		4		120,040									120,000
Issuance of preferred shares		4,474,018			447			-														(447	)								-
Issuance of preferred shares for cash													34			-						100,000									100,000
Accrued preferred stock dividends																									(71,240	)					(71,240	)
Net loss																									(2,186,692	)		(233,904	)		(2,420,596	)
Balance, March 31, 2023		79,763,999		$	7,976			-		$	-		1		$	-		330,237	$	33	$	86,378,889		$	(97,494,271	)	$	(21,740	)	$	(11,129,113	)
Issuance of common shares for cash																		12,486		2		85,708									85,710
Conversion of preferred shares		(79,763,999	)		(7,976	)							(1	)				4,009,627		401		187,575									180,000
Accrued preferred stock dividends																-									(63,330	)					(63,330	)
Net loss																									(1,339,901	)		(5,023	)		(1,344,924	)
Balance, June 30, 2023		-		$	-			-		$	-		-		$	-		4,352,350	$	436	$	86,652,172		$	(98,897,502	)	$	(26,763	)	$	(12,271,657	)
Issuance of common shares for services																		33,124		3		105,997									106,000
Issuance of common shares for acquisition expenses																		9,617		1		99,999									100,000
Conversion of preferred shares																		109,400		11		119,989									120,000
Accrued preferred stock dividends																									(68,329	)					(68,329	)
Rounding adjustment in connection with reverse split																		2,844,211		283		(283	)								-
Net loss																									(1,270,860	)		(84,840	)		(1,355,700	)
Balance, September 30, 2023		-		$	-			-		$	-		-		$	-		7,348,702	$	734	$	86,977,874		$	(100,236,691	)	$	(111,603	)	$	(13,369,686	)
Balance, December 31, 2021		56,353,015		$	5,635			48		$	-		760		$	-		146,965	$	15	$	83,459,252		$	(86,158,902	)	$	(944,731	)	$	(3,638,731	)
Issuance of common shares for services																		3,750		-		240,000									240,000
Issuance of common shares for cash																		16,581		2		499,270									499,272
Conversion of preferred shares		(114,117	)		(11	)												7,132		1		10									-
Net loss																									(1,422,463	)		(75,310	)		(1,497,773	)
Balance, March 31, 2022		56,238,898		$	5,624			48		$	-		760		$	-		174,428	$	18	$	84,198,532		$	(87,581,365	)	$	(1,020,041	)	$	(4,397,232	)
Issuance of common shares for services and closing costs																		24,065		2		871,036									871,038
Issuance of preferred shares for cash																				-		1,488,000									1,488,000
Conversion of preferred shares		(130,281	)		(13	)		(48	)		-		(478	)		-		24,675		2		11									-
Issuance of common shares for convertible note																		1,682		-		45,277									45,277
Accrued preferred stock dividends																									(161,136	)					(161,136	)
Effect of acquisition on non-controlling interest																												1,506,751			1,506,751
Net loss																									(3,326,610	)		(125,879	)		(3,452,489	)
Balance, June 30, 2022		56,108,617		$	5,611			-		$	-		282		$	-		224,850	$	22	$	86,602,856		$	(91,069,111	)	$	360,831		$	(4,099,791	)
Issuance of common shares for services and closing costs																		4,707		-		204,209									204,209
Issuance of common shares for cash																		3,494		-		111,970									111,970
Conversion of preferred shares													(263	)		-		8,806		1		(1	)								-
Issuance of preferred shares		20,000,000			2,000																										2,000
Accrued preferred stock dividends																									(28,933	)					(28,933	)
Effect of acquisition on non-controlling interest																															-
Net loss																									(1,604,848	)		(70,141	)		(1,674,989	)
Balance, September 30, 2022		76,108,617		$	7,611			-		$	-		19		$	-		241,857	$	23	$	86,919,034		$	(92,702,892	)	$	290,690		$	(5,485,534	)

SINGLEPOINT INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

(unaudited)

	Preferred Stock						Preferred Stock				Preferred Stock
	Class A Par						Class B Par				Class C Par					Common Stock
	Value $0.0001						Value $0.0001				Value $0.0001					Par Value $0.0001
	Number						Number				Number					Number				Additional						Non-			Stockholders'
	of						of				of					of				paid-in			Accumulated			controlling			Equity
	Shares			Amount			Shares		Amount		Shares			Amount		Shares		Amount		Capital			Deficit			Interest			(Deficit)

Balance, December 31, 2022		75,725,981		$	7,573			-	$	-		19		$	-		10,974	$	1	$	85,908,727		$	(95,236,339	)	$	212,164		$	(9,107,874	)

Issuance of common shares for cash		-			-			-		-		-			-		141		-		38,077			-			-			38,077
Issuance of common shares for acquisition expenses		-			-			-		-		-			-		61		-		36,118			-			-			36,118
Issuance of common shares for principal and accrued interest on notes		-			-			-		-		-			-		145		-		176,402			-			-			176,402
Conversion of preferred shares		(436,000	)		(44	)		-		-		(52	)		-		1,381		-		120,044			-			-			120,000
Issuance of preferred shares		4,474,018			447			-		-		-			-		-		-		6,482,379			-			-			6,482,826
Issuance of preferred shares for cash		-			-			-		-		34			-		-		-		100,000			-			-			100,000
Accrued preferred stock dividends		-			-			-		-		-			-		-		-		-			(71,240	)		-			(71,240	)
Net loss		-			-			-		-		-			-		-		-		-			(8,674,018	)		(233,904	)		(8,907,922	)

Balance, March 31, 2023		79,763,999		$	7,976			-	$	-		1		$	-		12,702	$	1	$	92,861,747		$	(103,981,597	)	$	(21,740	)	$	(11,133,613	)

Balance, December 31, 2023		1,000,000		$	100			-	$	-		-		$	-		4,351,638	$	434	$	103,879,988		$	(102,634,869	)	$	(362,479	)	$	883,174

Issuance of common shares for cash		-			-			-		-		-			-		1,174,210		117		323,920			-			-			324,037
Issuance of common shares for services		-			-			-		-		-			-		1,197,796		120		579,756			-			-			579,876
Conversion of debt and accrued interest into common shares		-			-			-		-		-			-		3,477,769		349		1,710,323			-			-			1,710,672
Exercise of pre-funded warrants		-			-			-		-		-			-		771,900		77		(77	)		-			-			-
Acquisition of minority interests and effect on non-controlling interests		-			-			-		-		-			-		-		-		(1,749,964	)		78,290			1,096,674			(575,000	)
Settlement of derivative liabilities		-			-			-		-		-			-		-				566,123			-			-			566,123
Net loss		-			-			-		-		-			-		-				-			(2,857,184	)		(721	)		(2,857,905	)

Balance, March 31, 2024		1,000,000		$	100			-	$	-		-		$	-		10,973,313	$	1,097	$	105,310,069		$	(105,413,763	)	$	733,474		$	630,977

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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SINGLEPOINT INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
	For the Nine Months Ended
	September 30, 2023			September 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss attributable to Singlepoint Inc. stockholders	$	(4,797,453	)	$	(6,353,921	)
Adjustments to reconcile net loss to net cash used in operating activities:
Loss attributable to non-controlling interests		(323,767	)		(271,330	)
Common stock issued for acquisition expenses		136,118			-
Common stock issued for services		106,000			1,315,247
Preferred stock issued for services		-			2,000
Bad debt expense		23,826			124,660
Depreciation		252,186			147,642
Amortization of intangibles		303,336			187,836
Amortization of debt discounts		398,669			803,261
Amortization of deferred compensation		-			45,280
Goodwill impairment charge		-			28,005
Loss on debt settlement		352,576			-
Changes in operating assets and liabilities (net of acquisitions):
Accounts receivable		761,669			(984,416	)
Prepaid expenses		78,624			(104,848	)
Inventory		(508,212	)		(931,785	)
Contract assets		(795,424	)		(67,611	)
Accounts payable		(482,985	)		1,661,099
Accrued expenses		2,649,386			192,272
Unearned revenue		1,290,320			1,132,401
NET CASH USED IN OPERATING ACTIVITIES		(555,131	)		(3,074,208	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions, net of cash acquired		-			(1,283,613	)
Cash paid for investment		-			(75,000	)
Cash paid for notes receivable from related party		(59,500	)		-
Cash paid for property		(67,076	)		(92,922	)
NET CASH USED IN INVESTING ACTIVITIES		(126,576	)		(1,451,535	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock		123,787			611,242
Proceeds from advances from related party		118,636			222,911
Proceeds from issuance of convertible notes		480,000			3,777,500
Payments on advances to related party		(136,924	)		(175,622	)
Payments on convertible notes payable		(200,387	)		-
Payments on capital lease obligations		(214,131	)		(132,234	)
Payments on notes payable		(199,075	)		(375,622	)
Proceeds from sale of preferred stock - Class C		100,000			-
Proceeds from sale of preferred stock - Class E		483,780			1,488,000
NET CASH PROVIDED BY FINANCING ACTIVITIES		555,686			5,416,175
NET CHANGE IN CASH		(126,021	)		890,432
Cash at beginning of period		564,242			191,485
Cash at end of period	$	438,221		$	1,081,917
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
Interest paid	$	20,503		$	169,055
Income tax paid	$	-		$	-
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Recognition of new right of use assets and lease liabilities	$	290,104		$	-
Non-cash consideration given for acquisitions through issuance of common stock and notes payable	$	-		$	2,422,836
Original issue discount from issuance of notes payable	$	-		$	1,523,198
Common stock issued for conversion of debt and accrued interest	$	176,402		$	45,277
Conversion of preferred stock to common stock	$	428,020		$	24
Accrual of preferred stock dividends	$	202,900		$	-
Rounding adjustment in connection with reverse split	$	283		$	-
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

SINGLEPOINT INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Three Months Ended
	March 31, 2024			March 31, 2023

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss attributable to Singlepoint Inc. stockholders	$	(2,857,184	)	$	(8,674,018	)

Adjustments to reconcile net loss to net cash used in operating activities:
Loss attributable to non-controlling interests		(721	)		(233,904	)
Common stock issued for services		579,876			36,118
Preferred stock issued for services		-			6,487,326
Bad debt expense		-			22,326
Depreciation		123,254			81,902
Amortization of prepaid expense		321,250			-
Amortization of intangibles		101,112			101,112
Amortization of debt discounts		1,305,806			175,314
Gain on change in fair value of derivative liability		(306,457	)		-
Gain on debt settlement		(887,991	)		-
Financing costs		281,486			-
Changes in operating assets and liabilities:
Accounts receivable		(651,250	)		1,015,700
Prepaid expenses		21,651			26,913
Inventory		1,178,415			(743,435	)
Contract assets		(716,748	)		47,169
Accounts payable		1,194,716			(961,899	)
Accrued expenses		253,606			818,811
Unearned revenue		(631,086	)		1,261,570

NET CASH USED IN OPERATING ACTIVITIES		(690,265	)		(538,995	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid for notes receivable from related party		(10,000	)		-
Cash paid for property		(13,139	)		(52,000	)

NET CASH USED IN INVESTING ACTIVITIES		(23,139	)		(52,000	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock		324,037			38,077
Proceeds from advances from related party		33,114			76,685
Proceeds from advance		250,000			-
Proceeds from convertible notes payable		250,000			250,000
Payments on advances to related party		(2,558	)		(101,229	)
Payments on convertible notes payable		(214,521	)		-
Payments on capital lease obligations		(100,159	)		(28,476	)
Payments on notes payable		(51,409	)		(67,443	)
Proceeds from sale of preferred stock - A		-			(1,339	)
Proceeds from sale of preferred stock - Class C		-			100,000
Proceeds from sale of preferred stock - Class E		-			257,500

NET CASH PROVIDED BY FINANCING ACTIVITIES		488,504			523,775

NET CHANGE IN CASH		(224,899	)		(67,220	)

Cash at beginning of period		758,622			564,242

Cash at end of period	$	533,723		$	497,022

SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
Interest paid	$	20,503		$	3,417
Income tax paid	$	-		$	-

NON-CASH INVESTING AND FINANCING ACTIVITIES:
Common stock issued for pre-funded warrants	$	77		$	-
Conversion of debt and accrued interest into common stock	$	1,710,672		$	176,402
Recognition of debt discount from derivative liability	$	1,405,504		$	-
Settlement of derivative liability	$	566,123		$	-
Accrual of preferred stock dividends	$	-		$	71,240
Issuance of convertible debt for remaining interest in subsidiary	$	1,749,964		$	-
Settlement of notes payable through issuance of convertible note payable	$	817,000		$	-

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

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SINGLEPOINT INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS

Corporate History

On May 14, 2019, Singlepoint Inc. (“Singlepoint” or “the Company”) established a subsidiary, Singlepoint Direct Solar LLC (“Direct Solar America”), completing the acquisition of certain assets of Direct Solar, LLC and AI Live Transfers LLC. The Company owns Fifty One Percent (51%) of the membership interests of Direct Solar America. On January 26, 2021, the Company acquired 100% ownership of EnergyWyze, LLC, a limited liability company (“EnergyWyze”). On February 26, 2021, the Company purchased 51% ownership of Box Pure Air, LLC, (“Box Pure Air”) and subsequently purchased the remaining 49% ownership on October 1, 2023. On April 21, 2022 the Company purchased 80.1% membership interests in The Boston Solar Company, LLC (“Boston Solar”) and subsequently purchased the remaining 19.9% membership interests on January 1, 2024.

Business

The Company is a diversified holding company principally engaged through its subsidiaries on providing ~~renewable~~ energy solutions and energy~~-efficient~~ ~~applications~~centric ~~to drive better health and living~~applications. Our primary focus is on ~~sustainability~~ensuring energy security by providing an integrated ~~solar~~ energy solution for our customers. ~~and~~We ~~clean~~conduct ~~environment~~our ~~solutions~~solar operations primarily through our ~~air~~subsidiary, ~~purification~~Boston ~~business~~Solar, in which we hold a 100% equity interest. We conduct our ~~solar~~air purification operations ~~primarily~~ through ~~our~~Box ~~subsidiary,~~Pure ~~Boston Solar~~Air, in which we hold ana ~~80.1~~100% equity interest. We also have ownership interests outside of our primary solar and air purification businesses. We consider these subsidiaries to be non-core (“Non-core”) and not significant businesses.

We conduct our air purification operations through Box Pure Air, in which we hold a 51% equity interest.

We also have ownership interests outside of our primary solar and air purification businesses. We consider these subsidiaries to be noncore businesses of ours. These noncore businesses are:

· Discount Indoor Garden Supply, Inc. (“DIGS”), in which we hold a 90% equity interest and which provides products and services within the agricultural industry designed to improve yields and efficiencies; · EnergyWyze, a wholly owned subsidiary and which is a digital and direct marketing firm focused on customer lead generation in the solar energy industry; · ShieldSaver, LLC (“ShieldSaver”), in which we hold a 51% equity interest and which focuses on efficiently tracking records of vehicle repairs; and · Direct Solar America, in which we hold a 51% equity interest and which works with homeowners and small commercial businesses to provide solar, battery backup and electric vehicle (“EV”) chargers at their location(s).

We built and plan to continue to build our portfolio through organic growth, synergistic acquisitions, products, and partnerships. We generally acquire majority and/or controlling stakes in innovative and promising businesses that are expected to appreciate in value over time. We are particularly focused on businesses where our engagement will be potentially significant for that entity’s growth prospects. We strive to create long-term value for our stockholders by helping our subsidiary companies to increase their market penetration, grow revenue and improve operating margins and cash flow. Our emphasis is on building businesses in industries where our management team has in-depth knowledge and experience, or where our management can provide value by advising on new markets and expansion.

Going Concern

The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As of ~~September~~March 3031, ~~2023~~2024, the Company has yet to achieve profitable operations and is dependent on its ability to raise capital from stockholders or other sources to sustain operations and to ultimately achieve viable operations. The accompanying condensed consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. These factors raise substantial doubt about the Company’s ability to continue as a going concern. As of ~~September~~March 3031, ~~2023~~2024, the Company had $~~438~~533,~~221~~723 in cash. The Company’s net loss incurred for the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024, ~~attributable to Singlepoint, Inc.~~ was $42,~~797~~857,~~453,~~905 ~~its accumulated deficit was $100,236,691,~~ and its working capital deficit was $199,~~039~~738,~~757~~357 at ~~September~~March 3031, ~~2023~~2024.

The Company’s ability to continue in existence is dependent on its ability to develop the existing businesses and to achieve profitable operations. Since the Company does not anticipate achieving profitable operations and/or adequate cash flows in the near term, management will continue to pursue additional debt and equity financing.

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NOTE 2 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying condensed consolidated financial statements contain all adjustments (consisting of normal recurring adjustments) necessary to present fairly our condensed consolidated financial position as of ~~September~~March 3031, ~~2023~~2024, and December 31, ~~2022~~2023, and the results of our condensed consolidated operations for the interim periods presented. We follow the same accounting policies when preparing quarterly financial data as we use for preparing annual data. These statements should be read in conjunction with the condensed consolidated financial statements and the notes included in our latest annual report on Form 10-K/A for the year ended December 31, ~~2022~~2023, and our other reports on file with the Securities and Exchange Commission (“SEC”).

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of Singlepoint, Boston Solar, Direct Solar America, Box Pure Air, EnergyWyze, DIGS, and ShieldSaver as of ~~September~~March 3031, ~~2023~~2024, and December 31, ~~2022~~2023, and for the three ~~and nine~~ months ended ~~September~~March ~~30, 2023 and 2022, and the accounts of Boston Solar as of September 30, 2023, and December~~ 31, ~~2022,~~2024 and ~~for the three and nine months ended September 30,~~ 2023~~, and the period from April 21, 2022 (acquisition date) through September 30, 2022~~. All significant intercompany transactions have been eliminated in consolidation.

Use of Estimates in the Preparation of Financial Statements

The preparation of condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and assumptions.

Reclassifications

~~Reverse~~Certain ~~Stock-split~~2023 amounts have been reclassified to conform to the 2024 presentation.

On July 20, 2023, we affected a 1 for 400 reverse stock split of our common stock. At the effective time of the reverse stock split, every 400 shares of issued and outstanding common stock were converted into one (1) share of issued and outstanding common stock. The number of authorized shares and the par value per share of the common stock and the number of authorized or issued and outstanding shares of the Company’s preferred stock remained unchanged. The reverse stock split did not cause an adjustment to the par value or the authorized shares of the common stock. As a result of the reverse stock split, the Company further adjusted the share amounts under its employee incentive plan which had no outstanding options and common stock warrant agreements with third parties. All disclosures of common shares and per common share data in the accompanying financial statements and related notes reflect this reverse stock split for all periods presented.

Cash and Cash Equivalents

The Company considers all highly liquid investments with the original maturities of ninety days or less at the time of purchase to be cash equivalents. The Company maintains deposits in financial institutions which are insured by the Federal Deposit Insurance Corporation (“FDIC”). The Company had no$124,183 and $279,542 of deposits in excess of amounts insured by the FDIC as of ~~September~~March 3031, 2024 and December 31, 2023 respectively.

Revenues

The Company records revenue in accordance with ~~Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“~~ASC”) 606, ~~“Revenue from Contracts with Customers”~~ by analyzing exchanges with its customers using a five-step analysis:

	(1)	identifies the contract(s) with a customer;

	(2)	identifies the performance obligations in the contract(s);

	(3)	determines the transaction price;

	(4)	allocates the transaction price to the performance obligations in the contract(s); and

	(5)	recognizes revenue when (or as) the entity satisfies a performance obligation.

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The Company incurs costs associated with product distribution, such as freight and handling costs. The Company has elected to treat these costs as fulfillment activities and recognizes these costs at the same time that it recognizes the underlying product revenue. In accordance with ASC 606, the Company recognizes revenue at an amount that reflects the consideration that the Company expects to be entitled to receive in exchange for transferring goods or services to its customers. The Company’s policy is to record revenue when control of the goods transfers to the customer.

The Company uses ~~three~~two categories for disaggregated revenue classification:

	(1)	Retail Sales (Box Pure Air, ~~DIGS, Singlepoint (parent company~~Non-core)),
	(2)	~~Distribution~~Services Revenue (~~DIGS)~~Boston ~~and,~~Solar).
	(3)	Services Revenue (Boston Solar, Direct Solar of America, EnergyWyze).

Additionally, the Company also disaggregates revenue by ~~subsidiary~~core and non-core subsidiaries:

	(1)	~~Singlepoint~~Boston ~~(parent company)~~Solar
	(2)	~~Boston~~Box ~~Solar~~Pure Air
	(3)	~~Box Pure Air~~Non-core
	(4)	DIGS
	(5)	Direct Solar of America
	(6)	EnergyWyze

Retail Sales. Our retail sales include our products sold directly to consumers, with sales recognized upon delivery of the product to the customer, with the customer taking risk of ownership and assuming risk of loss. Payment is due upon delivery. Box Pure Air provides advanced air purification devices to businesses and consumers. ~~DIGS operates an online store and sells nutrients, lights, HVAC systems and other products to consumers.~~

~~Distribution~~Services Revenue. Our ~~distribution~~services revenue ~~DIGS,~~is ~~and~~provided ~~related~~by ~~product~~Boston ~~sales~~Solar ~~to third-party resellers with revenue recognized upon delivery of the product to the reseller, with the reseller taking risk of ownership~~ and ~~assuming risk of loss. Payment~~ is ~~due~~generally ~~upon~~recorded ~~delivery or within 30 days of invoicing, except for when sold direct to consumer~~ upon ~~which payment is due immediately~~completion.

Services Revenue. Our services revenue includes services provided by Direct Solar America, which earns commission revenue for solar services placed with third-party contractors and recognizes revenue upon date of completion of installation. Cash received in advance of contract completion is recognized as deferred revenue until contracts are complete. Singlepoint’s merchant services provides payment services to businesses with revenue recognized upon the close and remittance of commissions each month. ShieldSaver offers business-to business services related to windshield repair and replacement for consumers. EnergyWyze generates and sells marketing leads to the solar industry. Service revenue is recognized as the performance obligations are fulfilled, with the customer taking risk of ownership and assuming risk of loss. Payment for service revenue is generally due upon completion.

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Returns and other adjustments. The Company records an estimate for provisions of discounts, returns, allowances, customer rebates and other adjustments for each shipment, and are netted with gross sales. The Company’s discounts and customer rebates are known at the time of sale and the Company appropriately reduces net product revenues for these transactions based on the known discount and customer rebates. The Company estimates for customer returns and allowances based on estimates of historical transactions and accounts for such provisions during the same period in which the related revenues are earned. Customer discounts, returns and rebates on product revenues during the ~~three~~quarters ~~and nine months~~ ended ~~September~~March 3031, ~~2023~~2024, and ~~2022,~~2023 are not material.

Construction Contract Performance Obligations, Revenues and Costs. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account. The Company evaluates whether two or more contracts should be combined and accounted for as one performance obligation and whether the combined or single contract should be accounted for as more than one performance obligation. This evaluation requires significant judgment, and the decision to combine a group of contracts or separate a single contract into multiple performance obligations could change the amount of revenue and profit recorded in a given period. The Company’s installation contracts have a single performance obligation as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contract and integrated and, therefore, not distinct. Less commonly, the Company may promise to provide distinct goods or services within a contract, in which case the contract is separated into more than one performance obligation. If a contract is separated into more than one performance obligation, the total transaction price is allocated to each performance obligation in an amount based on the estimated relative standalone selling prices of the promised goods or services underlying each performance obligation.

The ~~primary~~Company ~~method~~recognizes ~~used~~revenue toupon ~~estimate~~completion. ~~standalone~~Contract ~~selling~~costs ~~price~~include ofall ~~each~~installed ~~performance~~materials, ~~obligation~~direct islabor ~~the~~and ~~expected~~subcontract ~~cost~~costs. ~~plus~~Operating acosts ~~margin~~are ~~approach,~~charged ~~under~~to ~~which~~expense ~~the~~as ~~Company~~incurred. ~~estimates~~Contract ~~the~~ costs ofincurred ~~satisfying~~that ~~the~~do not contribute to satisfying performance obligations and ~~then~~are ~~adds~~not ~~appropriate~~reflective ~~margins~~of transferring control to the customer, such as uninstalled materials and rework labor, are excluded from the percent complete calculation.

The Company recognizes revenue over time on its contracts when it satisfies a performance obligation by continuously transferring control to a customer. The customer typically controls the contract and related service, as evidenced by contractual termination clauses or by contract terms specifying the Company’s rights to payment for work performed to date, plus a reasonable profit to deliver products or services that do not have an alternative use to the Company.

Management has determined that using contract costs as an input method depicts the continuous transfer of control to customers as the Company incurs these costs from fixed-price or lump-sum contracts.

Under this method, actual direct contract costs incurred are compared to total estimated contract costs for each contract to determine a percentage depicting progress toward contract completion or satisfaction of performance obligations. This percentage is applied to the contract price or allocated transaction price to determine the amount of cumulative revenue to recognize.

Contract costs include all installed materials, direct labor and subcontract costs. Operating costs are charged to expense as incurred.

Contract costs incurred that do not contribute to satisfying performance obligations and are not reflective of transferring control to the customer, such as uninstalled materials and rework labor, are excluded from the percent complete calculation.

Contract Estimates

The estimation of total revenue and cost at completion requires significant judgment and involves the use of various estimation techniques. Management must make assumptions and estimates regarding labor productivity and availability, the complexity of the work to be performed, the cost and availability of materials, and the performance of subcontractors. Changes in job performance, job conditions and estimated profitability, including those changes arising from contract penalty provisions and final contract settlements, may result in revisions to costs and revenue. Such changes are recognized in the period in which the revisions are determined. If, at any time, the estimate of contract profitability indicates an anticipated loss on the contract, a provision for the entire loss is recognized in the period in which it is identified.

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Contract Modifications

Contract modifications are routine in the performance of the Company’s contracts. Contracts are often modified to account for changes in the contract specifications or requirements. In most instances, contract modifications are for goods or services that are not distinct and are accounted for as part of the existing contract.

Contract Assets and Liabilities

Billing practices are governed by the contract terms of each project based primarily on costs incurred, achievement of milestones or predetermined schedules. Billings do not necessarily correlate with revenue recognized over time. Contract assets represent costs incurred for revenues recognized inbut ~~excess~~not ofbilled ~~amounts~~to ~~billed~~the customer. Contract liabilities ~~represents~~represent ~~billings~~payments collected in ~~excess~~advance of revenues recognized.

Accrued revenue includes amounts which have met the criteria for revenue recognition and have not yet been billed to the client.

The Company’s residential contracts include payments terms that call for payment upon receipt of the invoice, and their commercial contracts call for payment between 15 and 60 days from the invoice date, primarily within 30 days.

Accounts Receivable

The Company carries its accounts receivable at the amount management expects to collect from outstanding receivables. On a periodic basis, the Company evaluates its accounts receivable and establishes an allowance for doubtful accounts, when deemed necessary, based on historic write offs and collections and current credit conditions.

Accounts receivable ~~are~~is net of an allowance for ~~doubtful~~credit ~~accounts~~losses of $~~116~~376,~~417~~964 and $51375,~~706~~ 414 as of ~~September~~March 3031, ~~2023~~2024, and December 31, ~~2022~~2023, respectively. During the three ~~and nine~~ months ended ~~September~~March 3031, 2024 and 2023, the Company wrote off $01,550 and $2322,~~826, respectively,~~ 326 of receivables, respectively.

Inventory

Inventory consists primarily of photovoltaic modules, inverters, racking and associated finished parts required for the assembly of photovoltaic systems. Inventories are valued at the lower of cost or net realizable value determined by the first-in, first-out method. The Company writes down its inventory for estimated obsolescence equal to the difference between the carrying value of the inventory and the estimated net realizable value based upon assumptions about future demand and market conditions. If actual future demand or market conditions are less favorable than those projected by management, additional inventory write-downs may be required.

Inventory is net of a reserve for obsolescence of $~~263~~235,~~128~~572 and $~~326~~761,~~239~~662 as of ~~September~~March 3031, ~~2023~~2024, and December 31, ~~2022~~2023, respectively.

Accrued Warranty and Production Guarantee Liabilities

As a standard practice, the Company warranties its labor for ten years from the completion date of the installation projects and passes through manufacturer warranties on products installed. These warranties are not separately priced, therefore, costs related to the warranties are accrued when management determines they are able to estimate them. Management has not separately accounted for the actual warranty costs each year, and has accrued based on their best estimates as of each year end.

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As a standard practice, the Company provides a two-year production guarantee on installed solar systems. These production guarantees are not separately priced, therefore, costs related to production guarantees are accrued based on management’s best estimates as of each year end. Separately, the Company offers customers an optional ten-year production guarantee that can be purchased for $1,000. Such amounts are deferred when received and recognized ratably over the guarantee period.

Convertible Instruments

The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with the Accounting Standards Codification (“ASC”) 815 “Derivatives and Hedging”. It provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The result of this accounting treatment could be that the fair value of a financial instrument is classified as a derivative financial instrument and is marked-to-market at each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the condensed consolidated statement of operations as other income or other expense. Upon conversion or exercise of a derivative financial instrument, the instrument is marked to fair value at the conversion date and is reclassified to equity. The Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their earliest date of notes redemption.

Leases

ASC 842, “Leases”, requires recognition of leases on the condensed consolidated balance sheets as right-of-use (“ROU”) assets and lease liabilities. ROU assets represent the Company’s right to use underlying assets for the lease terms and lease liabilities represent the Company’s obligation to make lease payments arising from the leases. Operating lease ROU assets and operating lease liabilities are recognized based on the present value and future minimum lease payments over the lease term at commencement date. As the Company’s leases do not provide an implicit rate, the Company used its estimated incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. A number of the lease agreements may contain options to renew and options to terminate the leases early. The lease term used to calculate ROU assets and lease liabilities only includes renewal and termination options that are deemed reasonably certain to be exercised. The Company recognized lease liabilities, with corresponding ROU assets, based on the present value of unpaid lease payments for existing operating leases longer than twelve months. The ROU assets were adjusted per ASC 842 transition guidance for existing lease-related balances of accrued and prepaid rent, and unamortized lease incentives provided by lessors. Operating lease cost is recognized as a single lease cost on a straight-line basis over the lease term and is recorded in selling, general and administrative expenses. Variable lease payments for common area maintenance, property taxes and other operating expenses are recognized as expense in the period when the changes in facts and circumstances on which the variable lease payments are based occur. The Company has elected not to separate lease and non-lease components for all property leases for the purposes of calculating ROU assets and lease liabilities.

Income Taxes

The Company accounts for its income taxes in accordance with ASC 740 “Income Taxes”, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. The Company has a net operating loss carryforward, however, due to the uncertainty of realization, the Company has provided a full valuation allowance for deferred tax assets resulting from this net operating loss carryforward.

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~~Net~~Earnings ~~Income~~ (loss) Per Common Share

Basic net income (loss) per share is calculated by dividing the net loss available to common stockholders by the weighted average number of common shares outstanding for the period, without consideration for common stock equivalents.

~~The~~For ~~Company’s~~the ~~potentially~~three ~~dilutive~~months ~~securities,~~ended ~~which~~March ~~include~~31, ~~common~~2024 ~~shares issuable under certain preferred shares classes~~ and ~~convertible notes~~2023, ~~and~~the ~~warrants,~~potentially ~~have~~dilutive ~~been~~securities ~~included~~were inexcluded from the computation of diluted ~~net~~loss ~~income~~ per share ~~for~~as the ~~nine-month~~effect ~~period~~would ~~ended~~be ~~September~~to ~~30,~~reduce ~~2023.~~the ~~Diluted~~ net ~~income~~loss per common share. ~~for~~Therefore, the ~~nine~~weighted-~~month~~average ~~period~~common ~~ending~~stock ~~September~~outstanding ~~30,~~is ~~2023,~~used ~~was~~to ~~calculated~~calculate byboth ~~dividing~~basic ~~the~~and diluted net ~~income~~loss byper ~~the~~share ~~weighted-average number of common shares outstanding~~ for the three ~~period~~months ~~determined~~ended ~~using~~March ~~the~~31, ~~treasury-stock~~2024 ~~method~~ and ~~the if-converted method~~2023.

For the three-month period ending September 30, 2023, and for three and nine-month periods ending September 30, 2022, the potentially dilutive securities were excluded from the computation of diluted loss per share as the effect would be to reduce the net loss per common share. Therefore, the weighted-average common stock outstanding is used to calculate both basic and diluted net loss per share for the three-month period ending September 30, 2023, and for three and nine-months periods ending September 30, 2022.

	Three Months Ended March 31,
	2024			2023
Numerator:
Net loss available for common stockholders	$	(2,857,184	)	$	(8,674,018	)
Denominator:
Weighted-average shares to compute basic earnings per share		7,686,775			12,062
Class D preferred stock, including preferred dividends		-			-
Class E preferred stock, including preferred dividends		-			-
Convertible notes		-			-
Warrants		-			-
Weighted-average shares to compute diluted earnings per share	7,686,775				12,062

Loss per share:
Basic	$	(0.37	)	$	(719.12	)
Diluted	$	(0.37	)	$	(719.12	)

A reconciliation of the weighted average shares outstanding used in basic and diluted earnings per share computation is as follows:

	Three months Ended September 30,						Nine months Ended September 30,
	2023			2022			2023		2022
Numerator:
Net income (loss) available for common stockholders	$	(1,270,860	)	$	(1,604,848	)	$	5,771,277	$	(6,353,921	)
Denominator:
Weighted-average shares to compute basic earnings per share		6,106,457			227,829			3,357,450		206,404
Class D preferred stock, including preferred dividends		-			-			1,825,883		-
Class E preferred stock, including preferred dividends		-			-			2,694,383		-
Convertible notes		-			-			896,697		-
Warrants		-			-			10,323		-
Weighted-average shares to compute diluted earnings per share		6,106,457			227,829			8,784,736		206,404
Income (loss) per share:
Basic	$	(0.21	)	$	(7.04	)	$	1.72	$	(30.78	)
Diluted	$	(0.21	)	$	(7.04	)	$	0.66	$	(30.78	)

Fair Value Measurements

The Company’s financial instruments consist of cash, accounts receivable, investments, accounts payable, convertible notes payable, advances from related parties, and derivative liabilities. The estimated fair value of cash, accounts receivable, accounts payable, convertible notes payable and advances from related parties approximate their carrying amounts due to the short-term nature of these instruments.

Certain non-financial assets are measured at fair value on a nonrecurring basis. ~~Accordingly,~~but ~~these~~are ~~assets~~subject ~~are~~to ~~not~~periodic ~~measured~~impairment ~~and~~tests. ~~adjusted~~The tohierarchy ~~fair~~is ~~value~~broken ondown aninto ~~ongoing~~three ~~basis~~levels ~~but~~based ~~are~~on ~~subject~~the toreliability ~~periodic~~of ~~impairment~~the ~~tests.~~inputs as follows:

The hierarchy is broken down into three levels based on the reliability of the inputs as follows:

Level 1 - Valuation is based upon unadjusted quoted market prices for identical assets or liabilities in accessible active markets.

Level 2 - Valuation is based upon quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in inactive markets; or valuations based on models where the significant inputs are observable in the market.

Level 3 - Valuation is based on models where significant inputs are not observable. The unobservable inputs reflect a company’s own assumptions about the inputs that market participants would use.

The Company did not have any Level 1 or Level 2 assets and liabilities at March 31, 2024 December 31, 2023. The derivative liabilities are Level 3 fair value measurements.

The following is a summary of activity of Level 3 liabilities during the three months ended March 31, 2024:

Balance - December 31, 2023	$	388,983
Additions		1,686,990
Settlement		(566,123	)
Change in fair value		(306,457	)
Balance – March 31, 2024	$	1,203,393

Beginning on January 1, 2024 and March 31, 2024, the Company issued five convertible note payable agreements which contain conversion provisions meeting the definition of a derivative liability which therefore required bifurcation. The conversion features were valued at $1,686,990 upon issuance and recorded as a derivative liability, resulting in additional debt discounts and finance costs totaling $1,405,505 and $281,486, respectively.

At March 31, 2024, the Company estimated the fair value of the conversion feature derivatives embedded in the notes payable and warrants based on assumptions used in the Cox-Ross-Rubinstein binomial pricing model using the following inputs: the price of the Company’s common stock of $0.21; risk-free interest rates ranging from 5.38% to 5.46%; expected volatility of the Company’s common stock ranging from 238% to 263% based on the volatility of the Company’s historical stock prices; and exercise prices from $0.14 to $0.20 and terms of 0.25 to 0.84 years.

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Recently Issued Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies and adopted by us as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption.

In ~~September~~June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” ASU 2016-13 significantly changes the impairment model for most financial assets and certain other instruments. ASU 2016-13 requires immediate recognition of estimated credit losses expected to occur over the remaining life of many financial assets, which will generally result in earlier recognition of allowances for credit losses on loans and other financial instruments. ASU 2016-13 is effective for the Company’s fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The adoption of ASU 2016-13 had no material impact on the Company’s condensed consolidated financial statements for the interim period ended ~~September~~March 3031, ~~2023~~2024.

Subsequent Events

Other than the events described in Note 11, there were no subsequent events that required recognition or disclosure. The Company evaluated subsequent events through the date the condensed consolidated financial statements were issued and filed with the ~~SEC~~Securities and Exchange Commission.

NOTE 3 – CORRECTION OF ERROR

~~NOTE~~During 3the –quarter ~~CONTRACT~~ended ~~ASSETS~~March 31, 2023 (unaudited), the Company identified an error related to compensation expense resulting from the conversion of Preferred Shares into Common Stock. This error was identified and properly recorded as part of Form 10-K/A for the year ended December 31, 2023. Quarterly financial reports (unaudited) include the prior comparative period financial results and the Company has corrected amounts in the prior period condensed consolidated financial statements for accuracy within this report.

~~Deferred~~The ~~costs~~adjustment ~~and~~pertains ~~estimated~~to ~~earnings and billings on uncompleted contracts consist of~~ the ~~following~~recognition as of ~~September~~stock-based ~~30,~~compensation ~~2023~~expense ~~and~~associated ~~December~~with ~~31,~~the ~~2022:~~conversion.

	September 30,2023		December 31,2022
Deferred costs	$	1,054,354	$	311,911
Estimated earnings		-		-
Total deferred costs and estimated earnings		1,054,354		311,911
Billings to date		145,919		92,938
Deferred costs and costs and estimated earnings in excess of related billings on uncompleted contracts	$	1,200,273	$	404,849

1. Prior Comparative Period Financial Statement Impact:

~~Deferred~~○ The ~~costs~~stock-based ~~include~~compensation ~~permitting~~expense, ~~costs~~approximately to$6,500,000 ~~fulfill~~was ~~contracts~~classified onas ~~installations~~a SG&A expense due to conversion in ~~progress~~the period ended March 31, 2023.

2. Current Period Financial Statement Impact:

○ There was no impact from this adjustment on the current period financial statements.

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NOTE 4 – GOODWILL, AND INTANGIBLE ASSETS~~, AND INVESTMENTS~~

Boston Solar Acquisition

On April 21, 2022, the Company completed the acquisition of 80.1% of the membership interests in Boston Solar, a leading residential, small commercial solar energy, procurement, and construction (“EPC”) company focused on customers in the greater Boston area. This acquisition solidifies the Company’s EPC acquisition strategy. The total consideration paid for the purchased interests was $6,064,858 consisting of: $2,287,168 of cash paid at closing; issuance of a note payable in 14,781,938 shares of Company common stock with a fair value of $1,252,273; issuance of a promissory note with a fair value of $897,306; issuance of a convertible promissory note with a fair value of $1,378,111 payable in cash or shares of Company common stock at the holder’s option; and a $250,000 holdback of additional cash. The Company incurred acquisition related expenses of approximately $587,000 during the year ended December 31, 2022, which were recognized in SG&A within the Company’s consolidated statement of operations.

The Company accounted for the acquisition as a purchase of a business and recorded the excess of the purchase price over the estimated fair value of the assets acquired and liabilities assumed as goodwill. The total purchase price was allocated as follows:

Goodwill	$	6,785,416
Tangible assets		4,787,928
Intangible asset – tradename/trademarks (10-year life)		3,008,100
Intangible asset – IP/technology (7-year life)		438,000
Intangible asset – non-competes (3-year life)		123,200
Total liabilities		(7,571,036	)
Non-controlling interest		(1,506,750	)
Total consideration paid for 80.1% interest	$	6,064,858

Revenue of $20,215,477 and net loss of $1,242,225 related to Boston Solar are included in the Company’s consolidated statement of operations for the nine-months ended September 30, 2023. These results are prior to consideration for non-controlling interest.

The following supplemental unaudited pro forma information presents the consolidated results of the Company’s operations as if the acquisition of Boston Solar on April 21, 2022 had been consummated on January 1, 2022. This supplemental unaudited pro forma information is based solely on the historical unaudited financial results for the Boston Solar acquisition and does not include operational or other changes which might have been affected by the Company. The supplemental unaudited pro forma information presented below is for illustrative purposes only and is not necessarily indicative of the results which would have been achieved or results which may be achieved in the future:

	Three months EndedSeptember 30,
	2023			2022
Revenue, net	$	6,914,934		$	5,333,803
Net loss	$	(1,355,700	)	$	(3,348,902	)

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Goodwill

The following table presents details of the Company’s goodwill as of ~~September~~March 3031, ~~2023~~2024, and December 31, ~~2022~~2023:

	Boston Solar		Box Pure Air		Total
Balances at December 31, 2022:	$	6,785,416	$	414,151	$	7,199,567
Balances at December 31, 2023	$	6,785,416	$	414,151	$	7,199,567
Aggregate goodwill acquired		-		-		-
Impairment losses		-		-		-
Balances at September 30, 2023	$	6,785,416	$	414,151	$	7,199,567
Balances at March 31, 2024	$	6,785,416	$	414,151	$	7,199,567

The Company periodically reviews the carrying value of intangible assets not subject to amortization, including goodwill, to determine whether impairment may exist. Goodwill and certain intangible assets are assessed annually, or when certain triggering events occur, for impairment using fair value measurement techniques. These events could include a significant change in the business climate, legal factors, a decline in operating performance, competition, sale or disposition of a significant portion of the business, or other factors. Specifically, a goodwill impairment test is used to identify potential impairment by comparing the fair value of a reporting unit with its carrying amount, including goodwill. The Company uses level 3 inputs and a discounted cash flow methodology. A discounted cash flow analysis requires one to make various judgmental assumptions including assumptions about future cash flows, growth rates, and discount rates. The assumptions about future cash flows and growth rates are based on the Company’s budget and long-term plans. Discount rate assumptions are based on an assessment of the risk inherent in the respective reporting units.

Intangible Assets

The following table presents details of the Company’s intangible assets (excluding goodwill) as of ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022~~2023:

	IP/ Technology		Tradename Trademarks		Non- Competes		Total
Balances at December 31, 2022:	$	394,984	$	2,801,290	$	94,968	$	3,291,242
Balances at December 31, 2023	$	332,416	$	2,500,474	$	53,904	$	2,886,794
Intangibles acquired		-		-		-		-
Less: Amortization		4615,~~926~~642		~~225~~75,~~612~~204		3010,~~798~~266		~~303~~101,~~336~~112
Balances at September 30, 2023	$	348,058	$	2,575,678	$	64,170	$	2,987,906
Balances at March 31, 2024	$	316,774	$	2,425,270	$	43,638	$	2,785,682

Estimated amortization expense:

Estimated amortization expense:

	Year Ending
	December 31,
2024 (Remainder)	$	303,336
2025		376,224
2026		363,384
2027		363,384
2028		363,384
Thereafter		1,015,970
Total	$	2,785,682

	Year Ending
	December 31,
2023 (Remainder)	$	101,112
2024		404,448
2025		376,224
2026		363,384
2027		363,384
Thereafter		1,379,354
Total	$	2,987,906

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Investments

On August 9, 2022, the Company acquired a minority interest, with the right to acquire the remaining interests, of Frontline Power Solutions LLC (“Frontline”), a Multi-state Licensed Energy Services Company (“ESCO”). Frontline is a comprehensive energy service Company with the ability to operate in deregulated markets across the country and provide energy supply agreements to all sizes of commercial, industrial, and institutional properties. The Company signed a Membership Interest Purchase Agreement (“MIPA”) with Frontline whereby the Company agreed to: (i) make an investment in Frontline for a 13.3% membership interest in exchange for $100,000 of the Company’s shares (the number of shares determined by a 30-day Volume Weighted Average Price(“vwap”) calculation, which were subsequently fair valued on August 9, 2022); (ii) issue a promissory note to Frontline for $150,000 ; and (iii) purchase the remaining interest (86.7%) membership interest for a cash consideration of $500,000 minus any outstanding principal and interest outstanding under the promissory note, subject to certain closing conditions (the “Second Closing”). In the event that Second Closing does not occur then the promissory note would convert into an additional 6.6% membership interest of Frontline for a total ownership interest of 19.9% for the Company.

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NOTE 5 - 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 iswas $1,000,000 with no stated interest. ~~Principal payments are due as follows: $250,000 due October 31, 2022, $250,000 due April 30, 2023, and $500,000 due October 31, 2023.~~ 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. On ~~August~~January 916, ~~the~~2024, ~~noteholder filed a motion for summary judgement in lieu of complaint (~~the ~~“Motion”) seeking~~remaining ~~an order that the entire~~ balance of the note and ~~associated~~related ~~expenses~~accrued ~~with~~interest ~~collection~~was ofassigned ~~the note are due. The Company has opposed the motion. It also has and will continue~~ to ~~pursue~~a ~~resolutions,~~third ~~including conversion of the principal into equity with the noteholder to satisfy the obligation~~party. ~~As of September 27, all motions have been submitted to the court and we expect to have the initial decision within eighteen months.~~ At ~~September~~March 3031, ~~2023~~2024, ~~all~~there ofis ~~the~~no ~~remaining~~principal balance, ~~$750,000, is included in current portion of notes payable~~outstanding.

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 pursuant 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. ~~The~~In ~~Note~~February is2024 ~~not~~BCL ~~convertible~~and the Company entered into ~~any~~an ~~securities~~agreement whereby BCL converted $95,000 of the outstanding principal balance into common shares of the Company. At ~~September~~March 3031, ~~2023~~2024, the note is in default and all of the remaining balance, $1,~~184~~075,~~808~~381, is included in current portion of notes payable. Additionally, at ~~September~~March 3031, ~~2023~~2024, there has been no Liquidity Event and there have been no default provisions exercised.

~~OID~~SBA ~~Purchase Agreement~~Loan. OnIn ~~October~~May 252020, ~~2022,~~ the Company ~~entered~~received aloan ~~securities~~proceeds purchase agreement (the “OID Purchase Agreement”) with 622 Capital, LLC (“622 Capital”), whereby 622 Capital purchased from the Company, and the Company issued, (i) an aggregate principal amount of $~~600~~150,000 under ofthe ~~20%~~SBA’s ~~original~~Economic ~~issue~~Injury ~~discount~~Disaster ~~senior~~Loan ~~notes~~program (~~each, a~~ “~~Note~~EIDL”). ~~and~~The ~~collectively,~~EIDL ~~the~~dated ~~“Notes”),~~May ~~and (ii) 2~~22,~~620,545~~ ~~shares of common stock~~2020, ~~par~~bears ~~value~~interest $0at 3.~~0001 per share~~75%, ofhas ~~the Company. Each Note was designated as~~ a ~~20%~~30-year ~~Original Issue Discount Senior Note due the earlier of January 21~~term, ~~2023~~is orsecured ~~upon~~by ~~the~~substantially ~~occurrence~~all ofassets ~~the Liquidity Event (as defined in the Note). If the Notes remain outstanding after the Maturity Date or an Event~~ of ~~Default (each as defined in~~ the ~~Note)~~Company, ~~then the Notes are subject to an interest rate of 15% per annum, provided that if (x) the Liquidity Event occurs on or prior to January 21, 2023~~ and ~~(y)~~is ~~the~~due ~~Company~~in ~~pays~~monthly ~~the~~installments ~~outstanding principal~~ of ~~the~~$731 beginning ~~Notes~~May ~~to the holder~~1, ~~then such interest will be waived retroactive to the date of the first issuance of the Notes (the “Original Issue Date”)~~2021. ~~Upon~~At anMarch ~~Event of Default~~31, ~~the sum of the outstanding principal amount of the Notes and any accrued and unpaid interest thereon shall become~~2024, ~~at the election of the holder of the Notes~~$34,357 is ~~immediately~~included ~~due and payable~~ in ~~cash.~~current ~~The~~portion ~~Company shall have the option to prepay the Notes at any time after the Original Issue Date prior to or on the Maturity Date at an amount equal to the sum~~ of ~~the~~notes ~~outstanding~~payable ~~principal amount of the Notes~~ and ~~any accrued and unpaid interest thereon, without any prepayment premium or penalty. At September 30, 2023 all of the note,~~ $~~600~~115,~~000,~~ 643 is included in ~~current~~long-term ~~portion of~~ notes payable.

~~SBA~~Settlement ~~Loan.~~and Release Agreement. In ~~May~~March ~~2020~~2023, ~~the~~Boston ~~Company~~Solar ~~received~~entered ~~loan~~into ~~proceeds~~a ofsettlement ~~$150,000 under~~and ~~the~~release ~~SBA’s~~with ~~Economic~~a ~~Injury~~third ~~Disaster~~party ~~Loan~~in ~~program~~which ~~(“EIDL”).~~Boston ~~The~~Solar ~~EIDL~~agreed ~~dated~~to ~~May~~make ~~22,~~payments ~~2020,~~totaling ~~bears interest at 3.75%~~$500,000 over ~~has~~ a 30-~~year~~month ~~term, is secured by substantially all assets of the Company, and is due in monthly installments of 731 beginning May 1, 2021~~period. At ~~September~~March 3031, ~~2023~~2024, $2790,~~778~~000 is included in current portion of notes payable and $~~122~~215,~~222~~000 is included in long-term notes payable.

~~Settlement and Release Agreement~~Other. In ~~March~~December 2023, ~~Boston~~the ~~Solar~~Company entered into ashort-term ~~settlement~~note ~~and~~payable ~~release~~ with a third party in ~~which~~the ~~Boston~~amount ~~Solar~~of ~~agreed~~$49,980. In toJanuary ~~make~~2024, ~~payments~~the ~~totaling~~note ~~$500,000~~was ~~over~~paid ain ~~30-month period~~full. ~~Payments~~At ~~totaling~~March ~~$45~~31,~~000~~ ~~were~~2024, ~~made~~Boston ~~during~~Solar ~~the~~has ~~three~~a ~~months~~note ~~ended~~payable ~~September~~in 30the amount of $19,378 ~~2023.~~related Atto ~~September~~a ~~30,~~service ~~2023~~truck, $907,~~000~~530 of which is included in current portion of notes payable ~~and $215,000 is included in long-term notes payable~~.

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Convertible Notes Payable

~~Purchase~~Seller ~~Agreement~~Note Payable in Shares. On April 21, 2022, the Company ~~entered~~issued ~~into~~an aunsecured ~~securities~~36-month ~~purchase~~seller ~~agreement~~note (to the ~~“Purchase~~chief ~~Agreement”)~~executive ~~with~~officer ~~Cameron~~of ~~Bridge~~Boston ~~LLC,~~Solar ~~Target Capital LLC, and Walleye Opportunities Master Fund Ltd.~~ (~~collectively the~~ “~~Investors~~Minority Owner”), ~~whereby~~in the ~~Investors purchased from the Company, and the Company issued, an aggregate principal~~ amount of $41,~~885~~940,~~353~~423 ~~of 15%~~payable ~~original~~in ~~issue discount convertible promissory notes (each, a “Note” and collectively, the “Notes”), and (ii) warrants to purchase~~ shares of ~~common stock of~~ the Company’s ~~(each,~~common astock ~~“Warrant”~~based ~~and~~on ~~collectively,~~ the ~~“Warrants”).~~VWAP ~~Pursuant to the terms~~ of the ~~Purchase Agreement the~~ Company’s ~~(and~~common orstock ~~Boston~~over ~~Solar) also entered into~~ the 60 trading ~~following~~days ~~agreements~~prior ~~(also collectively referred~~ to asApril ~~the “Transaction Documents”): Registration Rights Agreement~~21, ~~Assignment~~2022. ofThe ~~Boston~~payments ~~Solar~~begin ~~Membership~~six ~~Interest,~~months ~~Guarantor~~after ~~Security~~April ~~Agreement~~21, ~~Guaranty,~~2022 and ~~Pledge~~are ~~and~~paid ~~Escrow~~quarterly ~~Agreement.~~over In30 ~~order~~months. toThe ~~secure~~fair ~~the~~value ~~full and timely payment and performance~~ of ~~all of~~ the ~~Company’s~~note ~~obligations~~was todetermined ~~the Investors under the Transaction Documents, the Company agreed~~ to ~~transfer,~~be ~~pledge~~$1, ~~assign~~252,272. ~~and~~The ~~grant~~difference tobetween the ~~Investors~~stated avalue ~~continuing lien~~ and ~~security interest in all right, title and interest of~~ the ~~Company’s 80.1%~~fair ofvalue ~~the~~was ~~issued~~being ~~and~~amortized ~~outstanding~~to ~~Membership Interests of Boston Solar. Boston Solar guaranteed the obligations of the Company under the Notes and granted the Investors a security~~ interest inexpense ~~and~~over ~~pledged its assets as collateral for~~ the ~~Notes,~~36-month ~~in the event of a default on the terms of the Notes~~period. ~~The~~On ~~Company~~January ~~agreed that it will prepare and~~1, ~~as soon as practicable~~2024, ~~but in no event later than~~ the ~~Filing~~Company ~~Deadline~~entered ~~(as~~into ~~defined~~an ~~below),~~agreement ~~file~~ with the ~~SEC~~owner ~~a registration statement; registering for resale (a) at least the number~~ of ~~shares of common stock equal to~~ ~~125~~19.9% ~~of the sum of the maximum number of shares of common stock issuable upon conversion of the Notes at the initial conversion price thereof~~, ~~and (b) 100% of~~ the ~~Warrant~~Minority ~~Shares~~Owner ~~(the~~pursuant ~~“Initial~~to ~~Required~~which ~~Registration Amount”). The Registration Statement filed hereunder shall be on Form S-1 in connection with~~ the ~~Liquidity~~Company ~~Event.~~agreed ~~“Liquidity Event” means a public offering of common stock (or units consisting of common stock and warrants~~ to purchase ~~common stock), resulting in~~ the ~~listing~~19.9% ~~for trading~~ of ~~the~~Boston ~~common~~Solar ~~stock~~from on the ~~NYSE~~Minority ~~American,~~Owner ~~the~~in ~~Nasdaq~~exchange ~~Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, or the New York Stock Exchange (or any successors to any of the foregoing). “Filing Deadline” means~~for: (i) ~~with~~a ~~respect~~six ~~to the Initial Registration Statement, the earlier of~~ (a6) ~~the~~month ~~date~~convertible ~~that~~note ~~a Registration Statement is filed~~ in ~~connection with~~ the ~~Liquidity~~amount ~~Event~~$275,000; and (bii) ~~180 days. Each Note was designated as~~ a ~~15%~~ ~~Convertible~~twelve ~~Promissory~~(12) ~~Note~~month ~~due~~convertible ~~the~~note ~~earlier~~in ~~of January 21, 2023 or upon~~ the ~~occurrence~~amount ~~of the Liquidity Event~~$275,000. ~~Upon an Event of Default~~ Additionally, ~~interest on~~ the ~~Notes immediately accrues thereafter at a rate equal to 18% per annum which shall be paid in cash monthly until the Default is cured. The~~ Company ~~shall~~agreed ~~have the option~~ to ~~prepay~~convert the ~~Notes~~Seller atNote ~~any~~Payable ~~time~~in after the Original Issue Date prior to or on the Maturity Date at an amount equal to 120% of the Prepayment Amount. Upon or following the occurrence of a Liquidity Event or an Event of Default, at the option of the holder, the Notes are convertible into Conversion Shares. ~~The~~(which ~~number of Conversion Shares to be issued upon each conversion~~ is ~~determined~~owned by ~~dividing~~ the ~~Conversion~~Minority ~~Amount~~Owner) byinto ~~the~~common ~~applicable~~shares ~~Conversion Price then in effect, if the holder does not exercise its option to convert this Note upon or following the occurrence~~ of ~~a Liquidity Event,~~ the Company ~~shall be required to pay the amounts owing thereunder on the Liquidity Date in cash,~~ as ~~required~~a ~~therein.~~price ~~The Company shall not affect any conversion~~ of ~~the~~$3.50 per ~~Notes,~~share. As ~~and~~ a ~~holder~~result ~~shall not have the right to convert any portion~~ of the ~~Notes~~transaction, to the ~~extent~~Company that after giving effect to the conversion, the holder (together with the holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the holder’s Affiliates would beneficially own in excess of 4.99owns 100% of ~~the~~Boston ~~number~~Solar ofand ~~shares of~~ the ~~common~~Company ~~stock~~recorded ~~outstanding~~on ~~immediately~~January ~~after giving effect to the issuance of shares of common stock issuable upon conversion thereof. The holder~~1, ~~upon notice to the Company~~2024, ~~may~~a ~~increase~~gain oron ~~decrease~~settlement ~~such percentage, but in no event shall it exceed 9.99%~~ of ~~the~~debt ~~number~~ of ~~shares~~approximately ~~of the common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the Note held by the holder. At September 30, 2023 all of the note,~~ $4888,~~882,353, is included in current portion of convertible notes payable~~000. ~~Additionally,~~At atMarch ~~September 30~~31, ~~2023~~2024, there ~~has~~is ~~been~~ no ~~Liquidity~~principal ~~Event,~~balance ~~there have been no default provisions exercised, and no warrants have been issued~~outstanding.

Seller ~~Note~~Convertible ~~Payable in Shares~~Notes. As Ondescribed ~~April 21~~above, ~~2022,~~ the Company ~~issued~~entered aninto ~~unsecured~~a ~~36-~~six month ~~seller~~convertible note toin the ~~chief~~amount ~~executive~~of ~~officer~~$275,000, ofand ~~Boston~~a ~~Solar~~twelve month convertible note in the amount of $1275,~~940~~000,~~423 payable~~ 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 ~~Company’s~~note ~~common~~still ~~stock~~outstanding ~~based~~will onautomatically convert using the five day VWAP ofprior to the maturity date. In regards to the twelve month note : (i) the Company’s ~~common~~can ~~stock~~repay ~~over~~the full $300,000 at any time prior to the ~~60 trading~~ ~~days~~maturity date; (ii) if the Company completes a public offering greater than $10 million prior to ~~April~~the 21maturity date, ~~2022.~~a ~~The~~condition ~~payments~~of ~~begin~~the ~~six~~use ~~months~~of ~~after~~proceeds ~~April~~will ~~21,~~be ~~2022~~to ~~and~~pay ~~are~~any ~~paid~~outstanding ~~quarterly~~balance; ~~over~~(iii) 30after ~~months.~~180 ~~The~~days ~~fair~~the ~~value~~Minority Owner shall have the option to convert portions of the note ~~was~~into ~~determined~~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 $1100,~~252,272.~~000; ~~The~~and ~~difference~~(iv) ~~between~~if the ~~stated~~note ~~value~~has ~~and~~not been paid or satisfied prior to the ~~fair~~maturity ~~value~~date, isit ~~being~~will ~~amortized~~automatically convert in to ~~interest~~common ~~expense~~shares ~~over~~of the ~~36-month~~Company ~~period~~with such conversion calculated using the five day VWAP prior to the maturity date. AtIn ~~September~~connection ~~30,~~with ~~2023~~the notes, the Company recorded discounts totaling $~~830~~468,~~386~~ 938 resulting from the recognition of embedded derivative liabilities (Note 2). The discount is ~~included~~being inamortized ~~current~~over ~~portion~~the life of ~~convertible~~the ~~notes~~note. ~~payable~~At March 31, ~~and~~2024, the principal amount of both notes, totaling $575,~~223~~ 000, is included in ~~long-term~~current portion of convertible notes payable.

19Assignment ~~Table~~Note: In January 2024 the Company entered into an assignment of ~~Contents~~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. During the three months ended March 31, 2024, the third party converted $703,168 into common shares of 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). The discount is being amortized over the life of the note. At March 31, 2024, the principal amount of $113,832 is included in current portion of convertible notes payable.

~~Seller~~18 ~~Convertible~~Table ~~Note. On April 21, 2022, the Company issued an unsecured convertible note~~ of $976,016 to the chief executive officer of Boston Solar, payable in cash or in shares of the Company’s common stock at the holder’s option at a 20% discount to the market based on a predetermined formula. The stated interest rate on the note is 12.5%. The fair value of the note on April 21, 2022, was determined to be $1,378,111, a premium of $409,095. The note is due September 30, 2023. At September 30, 2023, all of the note, $1,378,111, is included in current portion of convertible notes payable. Contents

Promissory Note 2. On ~~February~~June 726, 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 $~~284~~118,~~760~~650, with an original issue discount of $3013,~~510~~640. A one-time interest charge of ~~twelve percent (~~12%) was applied on the issuance date to the principal ($~~284~~118,~~760~~650 *.12 = $3414,~~171~~238). Accrued, unpaid interest and outstanding principal, subject to adjustment, shall be paid in ~~ten~~nine (109) payments each in the amount of $3114,~~893~~ 765 (a total payback to the holder of $~~318~~132,~~931~~888). The first payment ~~was~~is ~~paid~~due ~~March~~July 30, 2023, with ~~nine~~eight (98) 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 ~~September~~March 3031, ~~2023~~2024, ~~all~~there ofis ~~the~~no ~~note~~principal balance, ~~$103,476, is included in current portion of convertible notes payable~~outstanding.

Promissory Note 23. On ~~June~~August 2628, 2023, the Company entered into a securities purchase agreement providing for the issuance of a ~~Convertible~~convertible ~~Promissory~~promissory ~~Note~~note (“Promissory Note 23”) in the principal amount of $~~118~~130,~~650,~~ 000 with ana ~~original~~maturity ~~issue~~date ~~discount~~ of ~~$13~~May 28,~~640~~ 2024. A ~~one-time~~The ~~interest~~holder ~~charge~~ of ~~twelve~~the ~~percent~~Promissory ~~(12%)~~Note ~~was~~3 ~~applied~~shall onhave the ~~issuance~~right ~~date~~from time to ~~the~~time, ~~principal~~and ~~($118,650~~at *.12any =time ~~$14,238).~~during ~~Accrued,~~the ~~unpaid~~period ~~interest~~beginning ~~and~~on ~~outstanding~~the ~~principal,~~date ~~subject~~of toissuance ~~adjustment,~~and ~~shall~~ending beon ~~paid~~the inlater ~~nine~~of: (9i) ~~payments each in~~ the ~~amount~~maturity ofdate ~~$14,765~~and (aii) ~~total~~the ~~payback~~date toof ~~the~~payment ~~holder~~ of ~~$132,888).~~the ~~The~~default ~~first~~amount ~~payment~~(as isdefined ~~due~~in ~~July~~the ~~30,~~convertible ~~2023~~promissory note), ~~with~~to ~~eight~~convert ~~(8)~~all ~~subsequent~~or ~~payments~~any ~~due~~part ~~each~~of ~~month~~the ~~thereafter.~~outstanding Ifand anunpaid ~~event~~amount of ~~default~~Promissory ~~occurs~~Note ~~and~~3 ~~the~~into ~~holder~~fully ~~exercises~~paid ~~the~~and ~~option~~non-assessable toshares ~~convert~~of common stock, at the conversion price ~~(the~~which ~~“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). AtIn ~~September~~February 302024, ~~2023,~~the ~~all~~outstanding ofprincipal ~~the~~balance ~~note~~was ~~balance,~~paid ~~$79,794,~~in isfull. At ~~included~~March in31, ~~current~~2024, ~~portion~~there ofis ~~convertible~~no ~~notes~~principal ~~payable.~~balance outstanding.

Promissory Note 34. On ~~August~~October 283, 2023, the Company entered into a securities purchase agreement providing for the issuance of a ~~convertible~~Convertible ~~promissory~~Promissory ~~note~~Note (“Promissory Note 34”) in the principal amount of $~~130~~78,~~000~~500, with an interest rate of 12% and a maturity date of ~~May~~July 2830, 2024. The holder of the Promissory Note 34 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 34 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 ~~September~~March 3031, ~~2023~~2024, all of the note balance, $~~130~~78,~~000~~500, is included in current portion of convertible notes payable.

AsPromissory ofNote ~~September~~5. On 30October 10, 2023, the Company ~~was~~entered ininto ~~compliance~~a ~~with~~securities ~~all~~purchase ~~covenants~~agreement providing for the issuance of ~~its~~a ~~debt~~Convertible ~~agreements~~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 ~~exception~~issuance ~~for~~date to the ~~Note~~principal ~~Purchase~~($145,205 ~~Agreement~~*.12 = $17,424). ~~the~~Accrued, ~~Purchase~~unpaid ~~Agreements~~interest and ~~the~~outstanding ~~Seller~~principal, ~~Convertible~~subject ~~notes~~to ~~which~~adjustment, ~~are~~shall ~~past~~be ~~maturity.~~paid ~~These~~in ~~notes~~nine ~~are~~(9) ~~past~~payments ~~maturity~~each ~~and~~in the ~~Company~~amount of $18,070 (a total payback to the holder of $162,629). The first payment is ~~working~~due November 15, 2023, with ~~the~~eight ~~investors~~(8) subsequent payments due each month thereafter. NoIf an event of default ~~provision~~occurs ~~options~~and ~~have~~the ~~been~~holder ~~exercised~~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 ~~and~~(representing noa ~~warrants~~discount ~~have~~rate ~~been~~of 25%) ~~issued~~(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 March 31, 2024, all of the note balance, $54,855, is included in current portion of convertible notes payable.

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. At March 31, 2024, all of the principal amounts of Promissory Note 6 ($179,400) and Promissory Note 7 ($183,215) are included in current portion of convertible notes payable.

NOTE 6 – LEASES

Boston Solar ~~was acquired on April 21, 2022 and~~ has fixed rate non-cancelable operating lease agreements for office, warehouse, and parking real estate, vehicles, and tools. The monthly operating lease payments for real estate are from $4,372 to $1820,~~466~~231 and end September 2027. Vehicle leases range from $594 to $1,241 per month, and their end dates from ~~December~~June ~~2023~~2024 to September 2026. Tools lease payments are $1,285 per month and end March 2027. Total lease expense for the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2024, was $~~291~~110,~~230~~023. ~~At April 21, 2022, as part of the acquisition, the Company recognized initial ROU assets and lease liabilities related to Boston Solar of $1,400,278 and $(1,400,278), respectively.~~

2019 Table of Contents

Future minimum lease payments are as follows:

	Year Ending
	December 31
2023 (remainder)		106,903
2024 (remainder)	$	326,122
2024		414,923
2025		437,132
2025		410,937
2026		408,562
2026		382,367
2027		277,852
2027		258,206
2028		25,896
Thereafter		~~25,896~~-
Total		1,~~599~~475,~~232~~564
Less: Interest		(~~211~~184,~~477~~022	)
Present value of lease liabilities	$	1,~~387~~291,~~755~~542
Less: Current portion		(~~323~~346,~~319~~137	)
Lease liability, net of current portion	$	1945,~~064,436~~405

NOTE 7 - STOCKHOLDERS’ EQUITY

Class A Convertible Preferred ~~Shares~~Stock

As of ~~September~~March 3031, ~~2023~~2024, and December 31, ~~2022~~2023, the Company had authorized 80,000,000 shares of Class A Convertible Preferred Stock (“Class A Stock”) with $0.0001 par value per share, of which 0 1,000,000 and 75 1,~~725~~000,~~981~~ 000 shares were issued and outstanding as of ~~September~~March 3031, ~~2023~~2024, and December 31, ~~2022~~2023, respectively. Each share of Class A Stock is convertible at any time into 251/10 (one-tenth of one share) shares of common stock. No dividends are payable unless declared by the Board of Directors. On April 17, 2023, all of the outstanding Class A Stock was converted into common stock at a ratio of one share of Class A Stock into 20 shares of common stock. The reduction in the per-share ratio of 25 shares of common stock to 20 shares resulted in a deemed dividend credit, which is reflected in Net Income Available for Common Stockholders.

Class B Convertible Preferred Stock

As of ~~September~~March 3031, ~~2023~~2024, and December 31, ~~2022~~2023, the Company had authorized 1,500 shares of Class B Preferred Stock, $0.0001 par value per share, of which 0 shares were issued and outstanding as of ~~September~~March 3031, ~~2023~~2024, and December 31, ~~2022~~2023.

Class C Convertible Preferred Stock

As of ~~September~~March 3031, ~~2023~~2024, and December 31, ~~2022~~2023, the Company had authorized 1,500 shares of Class C Preferred Stock, of which 0 ~~and 19~~ shares were issued and outstanding as of ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022, respectively~~2023.

21Class ~~Table~~D ofConvertible ~~Contents~~Preferred Stock

As of March 31, 2024, and December 31, 2023, the Company had authorized 2,000 shares of Class D ~~Convertible~~ Preferred ~~Shares~~Stock, of which 0 shares were issued and outstanding as of March 31, 2024, and December 31, 2023.

~~As of September 30, 2023, and December 31, 2022, the Company had authorized 2,000 shares of~~ Class DE ~~Preferred~~Convertible ~~Stock, of which 1,650 and 2,000 shares were issued and outstanding as of September 30, 2023, and December 31, 2022, respectively. The Company has the right to redeem the Class D~~ Preferred Stock, in accordance with the terms stated by the Certificate of Designation. The Company shall pay a dividend of three percent (3%) per annum on the Class D Preferred Stock. Dividends shall be paid quarterly, and at the Company’s discretion, in cash or Class D Preferred Stock calculated at the purchase price. The Stated Value of the Class D Preferred Stock is $1,200 per share. On September 8, 2022, the Company amended the conversion rights so that each share of the Class D Preferred Stock is convertible, at any time and from time to time from and after the issuance at the option of the Holder thereof, into that number of shares of common stock (subject to Beneficial Ownership Limitations) determined by dividing the Stated Value of such share by (a) $42.20; and (b) where applicable, a fixed price equaling one hundred percent (100%) of the lowest traded VWAP for the fifteen (15) trading days preceding a conversion.

As of March 31, 2024, and December 31, 2023, the Company had authorized 5,000 and 2,500 shares, respectively, of Class E ~~Convertible~~ Preferred ~~Shares~~Stock, of which 0 shares were issued and outstanding as of March 31, 2024, and December 31, 2023.

As20 ofTable ~~September 30, 2023, and December 31, 2022, the Company had authorized 5,000 and 2,500 shares, respectively,~~ of ~~Class~~ E Preferred Stock, of which 2,436 and 1,920 shares were issued and outstanding as of September 30, 2023, and December 31, 2022, respectively. On April 7, 2022, the Company entered into a Securities Purchase Agreement (the “GHS Purchase Agreement”) with GHS Investments, LLC (“GHS”), whereby GHS agreed to purchase, in three separate tranches, up to $1.5 million of the Company’s Class E Preferred Stock. The first tranche (the “Initial Closing Date”), which closed upon execution of the GHS Purchase Agreement, was for the purchase 707 shares of Class E Preferred Stock for $707,000. The second tranche, which closed 30 days after the Initial Closing Date, was for the purchase of 500 shares of Class E Preferred Stock for $500,000, and the third tranche, which closed approximately 60 days following the Initial Closing Date, was for the purchase of 293 shares of Class E Preferred Stock for $293,000. In addition, the Company issued to GHS (i) an additional 50 shares of Class E Preferred Stock on the Initial Closing Date as an equity incentive and (ii) warrants to purchase 4,129,091 shares of the Company’s common stock at an exercise price of $0.11 per share for a period of five years. On November 3, 2022, the Company entered a Securities Purchase Agreement (the “Purchase Agreement”) with GHS, whereby GHS agreed to purchase 350 shares of the Company’s Class E Preferred Stock in two equal tranches of $175,000. The first tranche (the “Initial Closing Date”), occurred promptly upon execution of the Purchase Agreement, was the purchase of 175 shares of Class E Preferred Stock for $175,000. The second tranche, scheduled for 15 trading days following the Initial Closing Date, upon satisfaction of the applicable deliveries and closing conditions set forth in the Purchase Agreement, was the purchase of 175 shares of Class E Preferred Stock for $175,000. In addition, the Company issued GHS ten shares of Class E Preferred Stock upon the Initial Closing Date as an equity incentive and agreed to issue ten shares of Class E Preferred Stock upon the closing of the second tranche as an equity incentive. The Company has the right to redeem the Class E Preferred Stock, in accordance with the terms stated by the Certificate of Designation. On January 13, 2023, the Company entered a Securities Purchase Agreement (the “Purchase Agreement”) with GHS Investments, LLC (“GHS”), whereby GHS agreed to purchase up to Seven Hundred Fifty (750) shares of the Company’s Class E Convertible Preferred Stock (the “Class E Preferred Stock”). Upon the execution of the Purchase Agreement, the Company agreed to sell, and GHS agreed to purchase, one hundred (100) shares of Class E Preferred Stock at price of $1,000 per share of Class E Preferred Stock. Upon the terms and subject to the conditions set forth in the Purchase Agreement, upon satisfaction of the applicable deliveries and closing conditions, the Company agreed to sell, and GHS agreed to purchase, upon a mutually agreed upon date determined by the Company and GHS, three Additional Closings (as defined in the Purchase Agreement), each for the purchase of up-to two hundred and fifty (250) shares of Class E Preferred Stock at price of $1,000 per share of Class E Preferred Stock. In addition, the Company issued GHS twenty-five shares of Class E Preferred Stock upon the Initial Closing Date as an equity incentive. During the nine months ended September 30, 2023, the Company issued 403 shares of Class E Preferred Stock.Contents

The Company shall pay a dividend of eight percent (8%) per annum on the Class E Preferred Stock. Dividends shall be paid quarterly, and at the Company’s discretion, in cash or Class E Preferred Stock calculated at the purchase price. The Stated Value of the Class E Preferred Stock is $1,200 per share. The Class E Preferred Stock will vote together with the common stock on an as-converted basis subject to the Beneficial Ownership Limitations (as set forth in the Certificate of Designation).The conversion price (the “Conversion Price”) for the Class E Preferred Stock is the amount equal to the lower of (1) a fixed price equaling the closing price of the common stock on the trading day immediately preceding the date of the GHS Purchase Agreement, and (2) 100% of the lowest VWAP of the Company’s common stock during the fifteen (15) trading days immediately preceding, but not including, the Conversion Date.

From the date of issuance until the date when the original holder no longer holds any shares of Class E Preferred Stock, upon any issuance by the Company or any of its subsidiaries of common stock or common stock equivalents for cash consideration, Indebtedness or a combination of units thereof (a “Subsequent Financing”), such holder may elect, in its sole discretion, to exchange (in lieu of conversion), if applicable, all or some of the shares of Class E Preferred Stock then held for any securities or units issued in a Subsequent Financing on a $1.00 for $1.00 basis. Upon a Subsequent Financing, such holder of at least one hundred (100) shares of Class E Preferred Stock shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing on the same terms, conditions and price provided for in the Subsequent Financing.

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Undesignated Preferred Shares

As of ~~September~~March 3031, ~~2023~~2024, and December 31, ~~2022~~2023, a total of 19,990,000 ~~and 19,992,500~~ shares, ~~respectively,~~ of preferred stock remains undesignated and unissued.

Common Stock

On July 20, 2023, the Company affected a 1 for 400 reverse stock split of our common stock. At the effective time of the reverse stock split, every 400 shares of issued and outstanding common stock were converted into one (1) share of issued and outstanding common stock. The number of authorized shares and the par value per share of the common stock and the number of authorized or issued and outstanding shares of the Company’s preferred stock remained unchanged. The reverse stock split did not cause an adjustment to the par value or the authorized shares of the common stock. All disclosures of common shares and per common share data in the accompanying financial statements and related notes reflect this reverse stock split for all periods presented. As of ~~September~~March 3031, ~~2023~~2024, and December 31, ~~2022~~2023, the Company’s authorized common stock was 5192,~~000~~307,~~000,000~~693 shares, at $0.0001 par value per share, with 710,~~348~~973,~~702~~313 and ~~285~~4,~~320~~351,638 shares issued and outstanding, respectively.

Equity Financing and Registration Rights Agreements

On January 26, 2023 (the “Effective Date”), the Company entered into an equity financing agreement (the “Equity Financing Agreement”) and a registration rights agreement (the “Registration Rights Agreement”) with GHS Investments LLC (“GHS”) pursuant to which GHS shall purchase from the Company, up to that number of shares of common stock of the Company (the “Shares”) having an aggregate Purchase Price of Ten Million Dollars ($10,000,000), subject to certain limitations and conditions set forth in the Equity Financing Agreement from time to time over the course of twenty four (24) months after an effective registration of the Shares with the SEC pursuant to the Registration Rights Agreement, is declared effective by the SEC (the “Contract Period”).

The Equity Financing Agreement grants the Company the right, from time to time at its sole discretion (subject to certain conditions) during the Contract Period, to direct GHS to purchase shares of Common Stock on any business day (a “Put”), provided that at least ten trading days has passed since the most recent Put. The Purchase Price of the Put shall be eighty percent (80%) percent of the traded price of the Common Stock during the ten (10) consecutive Trading Days preceding the relevant Trading Day on which GHS receives a Put Notice. Following an up-list of the Company’s Common Stock to the NASDAQ or equivalent national exchange, the Purchase Price shall be ninety percent (90%) of the Market Price, subject to a floor price of $.02 per share, below which the Company shall not deliver a Put.

The maximum dollar amount of each Put will not exceed five hundred thousand dollars ($500,000) and the minimum dollar amount of each Put is ten thousand dollars ($10,000). In the event the Company becomes listed on an exchange which limits the number of shares of Common Stock that may be issued without shareholder approval, then the number of Shares issuable by the Company and purchasable by GHS, shall not exceed that number of the shares of Common Stock that may be issuable without shareholder approval. Puts are further limited to GHS owning no more than 4.99% of the outstanding stock of the Company at any given time.

The Company will pay a fee of 2% of the gross proceeds the Company receives from sales of common stock under the Purchase Agreement, to Icon Capital Group, LLC (“Icon”) pursuant to a placement agent agreement between the Company and Icon (the “Placement Agent Agreement”).

The Equity Financing Agreement, Placement Agent Agreement and the Registration Rights Agreement contain customary representations, obligations, rights, warranties, agreements, and conditions of the parties. The Equity Financing Agreement terminates upon any of the following events: when GHS has purchased an aggregate of Ten Million Dollars ($10,000,000) in the Common Stock of the Company pursuant to the Equity Financing Agreement; or on the date that is twenty-four (24) calendar months from the date the Equity Financing Agreement was executed.

Actual sales of shares of Common Stock to GHS under the Equity Financing Agreement will depend on a variety of factors to be determined by the Company from time to time, including, among others, market conditions, the trading price of the Common Stock and determinations by the Company as to the appropriate sources of funding for the Company and its operations.

The Registration Rights Agreement provides that the Company shall (i) use its best efforts to file with the SEC the Registration Statement within 30 days of the date of the Registration Rights Agreement; and (ii) have the Registration Statement declared effective by the SEC within 30 days after the date the Registration Statement is filed with the SEC, but in no event more than 90 days after the Registration Statement is filed.

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Shares issued during the three months ended ~~September~~March 3031, ~~2023~~2024

On ~~July~~various ~~20,~~dates ~~2023~~in January 2024, the Company issued 14771,~~802~~900 shares of common stock toresulting ~~directly~~from ~~owned~~the ~~shareholders~~exercise ~~for rounding up~~ of ~~shares~~pre-funded ~~related to reverse share split~~warrants.

On ~~July~~various ~~21,~~dates ~~2023~~in January 2024, the Company issued 42669,~~742~~006 shares of common stock ~~for~~in ~~services~~exchange ~~and~~for ~~acquisition~~conversion ~~expenses~~of debt.

On ~~August~~January 717, ~~2023~~2024, the Company issued 2250,~~829,409~~000 shares of common stock ~~to shareholders in street name~~ for ~~rounding up of shares related to the reverse share split~~services.

On ~~September~~various 5,dates ~~2023~~in February 2024, the Company issued ~~109~~1,~~400~~728,652 shares of common stock in exchange for ~~100~~conversion ~~shares~~ of ~~Series D Preferred Stock~~debt.

On various dates in February 2024, the Company issued 767,907 shares of common stock for services.

On February 16, 2024, the Company issued 307,310 shares of common stock pursuant to the Equity Financing Agreement.

On various dates in March 2024, the Company issued 866,900 shares of common stock pursuant to the Equity Financing Agreement.

On various dates in March 2024, the Company issued 1,080,000 shares of common stock in exchange for conversion of debt.

On March 27, 2024, the Company issued 180,000 shares of common stock for services.

NOTE 8 - RELATED PARTY TRANSACTIONS

~~Accrued~~As ~~Officer~~of ~~Compensation~~March 31, 2024, the chief executive officer of the Company and an officer of a subsidiary had advanced to the Company $45,200 and $8,012, respectively.

As of ~~September~~March ~~30, 2023, and December~~ 31, ~~2022~~2024, a total of $~~360~~91,~~699~~848 ~~and $38,880, respectively,~~ was accrued for unpaid officer wages due the Company’s CEO, and CFO/President under their respective employment agreements.

NOTE 9 – COMMITMENTS AND CONTINGENCIES

Litigation

From time to time, we are a party to claims and actions for matters arising out of our business operations. We regularly evaluate the status of the legal proceedings and other claims in which we are involved to assess whether a loss is probable or there is a reasonable possibility that a loss, or an additional loss, may have been incurred and determine if accruals are appropriate. If accruals are not appropriate, we further evaluate each legal proceeding to assess whether an estimate of possible loss or range of possible loss can be made for disclosure. Although the outcome of claims and litigation is inherently unpredictable, we believe that we have adequate provisions for any probable and estimable losses. It is possible, nevertheless, that our condensed consolidated financial position, results of operations or liquidity could be materially and adversely affected in any particular period by the resolution of a claim or legal proceeding. Legal expenses related to defense, negotiations, settlements, rulings and advice of outside legal counsel are expensed as incurred.

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. At September 30, 2023, the remaining balance was $750,000. On August 9, 2023, the noteholder filed a motion for summary judgement in lieu of complaint (the “Motion”) seeking an order that the entire balance of the note and associated expenses with collection of the note are due. The Company has opposed the motion. It also has and will continue to pursue resolutions, including conversion of the principal into equity with the noteholder to satisfy the obligation. As of September 27, 2023, all motions have been submitted to the court and we expect to have the initial decision within eighteen months.

Equity Incentive Plan

On January 30, 2020, the Company adopted the 2019 Equity Incentive Plan (the “Plan”) to provide additional means through the grant of awards to attract, motivate, retain and reward selected employees and other eligible persons. As of the date of this report the Company has not issued any awards under the Plan.

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NOTE 10 - REVENUE CLASSES AND CONCENTRATIONS

Selected financial information for the Company’s operating revenue for disaggregated revenue purposes are as follows:

	Nine Months Ended September 30, 2023		Nine Months Ended September 30, 2022
	Three Months Ended March 31, 2024		Three Months Ended March 31, 2023
Revenue by product/service lines:
Retail	$	~~541,360~~-	$	2250,~~153,094~~274
Distribution		1,845		2,881
Services		4,136,412		5,469,096
Services		20,240,579		10,519,475
Total	$	4,136,412	$	5,719,370
Total	$	20,783,784	$	12,675,450
Revenue by subsidiary:
Singlepoint (parent company)	$	14,696	$	21,778
Boston Solar	$	4,136,412	$	5,437,441
Boston Solar		20,215,477		10,244,703
Box Pure Air		-		242,757
Box Pure Air		523,689		2,126,821
Non-core		-		39,172
Direct Solar America		10,800		119,412
Total	$	4,136,412	$	5,719,370
DIGS		4,819		7,376
Energy Wyze		14,303		155,360
Total	$	20,783,784	$	12,675,450

No customer comprised 10% or greater of the Company’s revenue for the ~~nine~~three months ended ~~September~~March 3031, ~~2023.~~2024 ~~One~~and ~~customer comprised 11% of the Company’s revenue for the nine months ended September 30~~2023, ~~2022~~respectively.

NOTE 11 - SUBSEQUENT EVENTS

OnListing ~~October~~Qualifications 3,Notification 2023, the Company entered into a securities purchase agreement providing for the issuance of a convertible promissory note in the principal amount of $78,500, bearing interest of twelve percent (12%) per annum, and with a maturity date of July 30, 2024. The holder of the note 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 note), to convert all or any part of the outstanding and unpaid amount of the note into fully paid and non-assessable shares of Common Stock, at the conversion price (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).Letters

On ~~October~~February 328, ~~2023~~2024, the Company ~~entered~~received ~~into~~ a ~~securities~~notification ~~purchase~~letter ~~agreement~~from ~~providing~~the ~~for~~Listing ~~the~~Qualifications ~~issuance~~Department of aThe ~~convertible~~Cboe ~~promissory~~BZX ~~note~~Exchange, inInc. ~~the~~(“Cboe ~~principal~~BZX”) ~~amount~~notifying ofthe ~~$145,205,~~Company ~~with~~that anits ~~original~~Common ~~issue~~Stock ~~discount~~did ofnot ~~$16,705. A~~maintain ~~one-time~~a ~~interest~~minimum ~~charge~~bid price of ~~twelve~~$1 ~~percent~~over thirty (~~12%~~30) ~~was~~consecutive ~~applied~~business ondays ~~the~~as ~~issuance~~required ~~date~~by toCboe ~~the~~BZX ~~principal~~Listing ~~($145,205~~Rule *14.129(e)(1)(B) =(the ~~$17,424~~“Minimum Bid Price Requirement”). ~~Accrued,~~The ~~unpaid~~receipt ~~interest~~of ~~and~~the ~~outstanding~~Cboe ~~principal,~~notification ~~subject~~letter todoes ~~adjustment,~~not ~~shall~~result bein ~~paid~~the inimmediate ~~nine~~delisting ~~(9)~~of ~~payments~~the ~~each~~Company’s inCommon Stock from the ~~amount~~Cboe ofBZX ~~$18,069~~and (ahas ~~total~~no ~~payback~~immediate toeffect on the ~~holder~~listing or trading of ~~$162~~the Company’s Common Stock on the Cboe BZX,~~629)~~ under the symbol “SING.” ~~The~~This ~~first~~determination ~~payment~~starts isa ~~due~~180-day ~~November~~period 15ending on August 26, ~~2023~~2024, ~~with~~for ~~eight~~the ~~(8)~~Company ~~subsequent~~to ~~payments~~comply ~~due~~with ~~each~~the ~~month~~Minimum ~~thereafter~~Bid Price Requirement. If anat ~~event~~any time before August 26, 2024, the closing bid price of ~~default~~the ~~occurs~~Company's ~~and~~Common Stock is at least $1 for a minimum of 10 consecutive business days, unless the ~~holder~~Cboe BZX exercises ~~the~~its ~~option~~discretion to ~~convert~~extend this 10 day period, the ~~conversion~~Company ~~price~~will (be deemed to have regained compliance with the ~~“Conversion~~Minimum Bid Price”) ~~shall~~Requirement, ~~mean~~following ~~75%~~which, ~~multiplied~~Cboe BZX will provide a written confirmation of compliance and the matter will be closed. In the event that the Company does not regain compliance by August 26, 2024, the ~~lowest~~Company ~~trading~~may ~~price~~be eligible for an additional 180 calendar day grace period provided that it meets the ~~common~~applicable ~~stock~~market ~~during~~value of publicly held shares required for continued listing and other applicable standards for initial listing of its Common Stock on the ~~ten~~Cboe BZX (~~10)~~other ~~trading~~than ~~days~~the ~~prior~~Minimum toBid Price Requirement). To be eligible, the ~~conversion~~Company ~~date~~will ~~(representing~~also need to provide a ~~discount~~written ~~rate~~notice of ~~25%)~~its ~~(subject~~intention to ~~equitable~~cure ~~adjustments~~the bydeficiency during this second compliance period. If the Company ~~relating~~does tonot regain compliance with the ~~Company’s~~Minimum ~~securities~~Bid orPrice Requirement during the ~~securities~~second of180 ~~any~~calendar ~~subsidiary~~day grace period, and is ineligible for an additional grace period, Cboe BZX will provide written notice that the Common Stock of the Company, ~~combinations,~~is ~~recapitalization,~~subject ~~reclassifications,~~to ~~extraordinary~~delisting ~~distributions~~from ~~and~~the ~~similar~~Cboe ~~events)~~BZX. In that event, the Company may appeal the determination to a Cboe BZX hearings panel.

On April 17, 2024, the Company received a notification letter from the Listing Qualifications Department of the Cboe BZX notifying the Company that the Company did not timely file its Form 10-K for the year ended December 31, 2023 within the 15-day grace period (as set forth in the Form 12b-25 ~~Table~~filed with the SEC on April 2, 2024) as required by Cboe BZX Listing Rule 14.6(c)(1) (the “Timely Filing Requirement”). The receipt of ~~Contents~~the Cboe BZX notification letter does not result in the immediate delisting of the Company’s Common Stock from the Cboe BZX and has no immediate effect on the listing or trading of the Company’s Common Stock on the Cboe BZX, under the symbol “SING.” The Cboe BZX notification letter indicated that the Company has until June 16, 2024, to submit a plan to regain compliance with the Timely Filing Requirement and that, following review of such plan, the Cboe BZX can grant an extension of up to 180 calendar days from the date of the original Cboe BZX notification letter, or until October 14, 2024, to regain compliance with the Timely Filing Requirement.

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On June 4, 2024, the Company received a notification letter from Cboe BZX (the “Second Notice” and together with the First Notice, the “Notices”) notifying the Company that the Company’s failure to file its Form 10-Q for the quarter ended March 31, 2024 (the “Form 10-Q”) within the 5-day grace period (as set forth in the Form 12b-25 the Company filed with the SEC on May 16, 2024) is also a failure to comply with the Timely Filing Requirement. The receipt of the Notices does not result in the immediate delisting of the Company’s Common Stock from the Cboe BZX and has no immediate effect on the listing or trading of the Company’s Common Stock on the Cboe BZX, under the symbol “SING.” The Second Notice indicated that the Company has until June 16, 2024, to submit a plan to regain compliance with the Timely Filing Requirement with respect to both the Form 10-K and the Form 10-Q and that, following review of such plan, the Cboe BZX can grant an extension of up to 180 calendar days from the date of the First Notice, or until October 14, 2024, to regain compliance with the Timely Filing Requirement.

On June 14, 2024, the Company provided the Staff with a plan for regaining compliance with respect to the Minimum Bid Price Requirement and the Timely Filing Requirement.

On June 18, 2024, the Company received a written notice (the “Delisting Notice”) indicating that the Company has not cured the deficiencies noted in the Cboe BZX Deficiency Notices and that the Staff had determined that the Common Stock also does not meet the continued listing standards of Cboe BZX Listing Rule 14.9(e)(2)(B) (the “MVLS Standard”) as the market value of its listed securities was below the minimum of $50 million and Cboe BZX Listing Rule 14.9(e)(2)(C) (the “Net Income Standard”) as the Company’s net income from continuing operations was below the minimum of $750,000 for two of the three most recently completed fiscal years. In addition, the Staff noted in the Delisting Notice that because the Company’s Form 10-K and Form 10-Q have not been filed, the Staff is unable to determine whether the Company’s Common Stock complies with Cboe BZX Listing Rule 14.9(e)(2)(A) (the “Equity Standard” and together with the MVLS Standard and the Net Income Standard, the “Continued Listing Standards”) which requires a stockholders’ equity of at least $5 million and market value of publicly held shares of at least $15 million. Based on the aggregate of the deficiencies with respect to the Minimum Bid Price Requirement, the Timely Filing Requirement and the Continued Listing Standards, the Staff, pursuant to its authority under Cboe BZX Listing Rule 14.2, has determined to suspend the trading of the Common Stock on June 27, 2024 and then delist it from Cboe BZX.

Under Cboe BZX Listing Rule 14.12(h), the Company may request a hearing before a Hearings Panel (the “Panel”) by submitting a written request to the chief regulatory officer of the Cboe BZX no later than 5:30 p.m. ET on June 25, 2024 and a hearing fee of $20,000 with 15 calendar days of the Delisting Notice. A timely request for review would stay the delisting of the Common Stock for a period of 15 calendar days from June 25, 2024, or until July 10, 2024, unless the Panel decides to stay the delisting for an additional period of time.

Accordingly, the Company has already taken proactive measures and requested a hearing before the Panel, at which hearing the Company will request an extension within which to evidence compliance with Minimum Bid Price Requirement, the Timely Filing Requirement and the applicable Continued Listing Standard. The time and place of any hearing before the Panel will be determined by the Panel. The Company intends to take definitive steps in an effort to evidence compliance with the applicable continued listing requirements of the Cboe BZX. There can be no assurance that the Panel will grant the Company’s request for a stay of the delisting or continued listing.

Private Placement

On May 8, 2024, the Company completed a private placement pursuant to a Securities Purchase Agreement (the “Purchase Agreement”) dated as of April 26, 2024 with Target 10 Capital LLC (the “Investor”). At closing, the Company received gross proceeds of $1,000,000 and issued to the Investor, (i) an aggregate principal amount of $1,250,000 of 12% original issue discount convertible promissory notes (each, a “Note” and collectively, the “Notes”), and (ii) pre-funded warrants to purchase up to 1,000,000 shares of Common Stock of the Company (each, a “Warrant” and collectively, the “Warrants”). Pursuant to the terms of the Purchase Agreement the Company and, where applicable, Boston Solar also entered into the following agreements (together with the Purchase Agreement, the Notes and the Warrants, collectively referred to as the “Transaction Documents”): the Registration Rights Agreement dated as of April 26, 2024, between the Company and the Investor (the “Registration Rights Agreement”), and the Pledge Agreement dated as of April 26, 2024 (the “Pledge Agreement”) by and among the Company, Boston Solar and the Investor.

Pursuant to the Pledge Agreement, in order to secure the full and timely payment and performance of all of the Company’s Obligations to the Investor under the Transaction Documents, the Company agreed to transfer, pledge, assign, and grant to the Investor a continuing lien and security interest in all right, title and interest of the Company’s 100% of the issued and outstanding Membership Interests of Boston Solar. Boston Solar guaranteed the obligations of the Company under the Transaction Documents and granted the Investor a security interest in and pledged its assets as collateral for the Transaction Documents, in the event of a default under the terms of any of the Transaction Documents.

Settlement Agreement

On July 11, 2024, the Company entered into a Settlement Agreement with Silverback Capital Corporation ("SCC") to resolve outstanding overdue liabilities with different vendors totaling approximately $2.5 million. Under the terms of the agreement, the Company will issue freely tradable common stock shares to SCC, known as "Settlement Shares." The agreement is contingent on court approval following a fairness hearing under Section 3(a)(10) of the Securities Act of 1933. The number of shares issued will be determined based on the stock's trading price during a specified valuation period, with provisions for adjustment based on corporate actions or market conditions. The agreement, enforceable upon court approval, aims to fully settle the specified liabilities without cash outflow.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Overview

You should read the following discussion together with our condensed consolidated financial statements and the related notes included elsewhere in this document. This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under the section titled “Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements included in our latest annual report on Form 10-K/A for the year ended December 31, ~~2022~~2023, and our other reports on file with the Securities and Exchange Commission (“SEC”).

~~Overview~~Singlepoint is a diversified holding company principally engaged through its subsidiaries on providing energy solutions and energy centric applications. Our primary focus is on ensuring energy security by providing an integrated energy solution for our customers. We conduct our solar operations primarily through our subsidiary, Boston Solar, in which we hold a 100% equity interest. We conduct our air purification operations through Box Pure Air, in which we hold a 100% equity interest. We also have ownership interests outside of our primary solar and air purification businesses. We consider these subsidiaries to be non-core and not significant businesses.

We are focused on providing renewable energy solutions and energy-efficient applications to drive better health and living. We conduct our solar operations primarily through our Boston Solar subsidiary and we conduct our air purification operations through our Box Pure Air subsidiary. We also have ownership interests in businesses we consider not to be core to our overall operations. The Company plans to expand its footprint and market share in the residential solar, small commercial solar and indoor air purification business through acquisition and organic internal growth. We strive to create long-term value for our stockholders by increasing market penetration for our subsidiaries, growing revenue and improving cash flow. The Company is actively looking for and executing strategic initiatives to sell, partner with or spin-off other non-renewable energy related assets.

The subsidiaries of Singlepoint in our core businesses are as follows:

Subsidiary	Current Ownership			Business	Date of Acquisition
The Boston Solar Company LLC		80.1	%	Solar	April 2022
Box Pure Air, LLC		51	%	Air Purification	Feb 2021

The subsidiaries of Singlepoint in our non-core businesses are as follows:

Subsidiary	Current Ownership			Business	Date of Acquisition
Discount Indoor Garden Supply, Inc.		90	%	Agriculture	May 2017
EnergyWyze LLC		100	%	Solar	Feb 2021
ShieldSaver, LLC		51	%	Vehicle Repair Tracking	January 2018
Singlepoint Direct Solar, LLC		51	%	Solar	May 2018

Results of Operations

Comparison of the Three Months Ended ~~September~~March 3031, ~~2023~~2024 with the Three Months Ended ~~September~~March 3031, ~~2022~~2023

Revenue. For the three months ended ~~September~~March 3031, ~~2023~~2024, we generated revenue of $~~6,914,934~~4.1 million as compared to $~~6,589,227~~5.7 million for the three months ended ~~September~~March 3031, ~~2022~~2023. The ~~increase~~decrease in revenue was due primarily to ~~higher~~lower ~~solar~~revenues ~~sales~~ at Boston Solar ~~partially~~and ~~offset by~~ lower sales of our air purification systems.

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Cost of Revenue. For the three months ended ~~September~~March 3031, ~~2023~~2024, cost of revenue ~~increased~~decreased to $~~4,847,499~~2.3 million from $4~~,263,378~~.1 million for the three months ended ~~September~~March 3031, ~~2022~~2023. The ~~increase~~decrease was due primarily to ~~higher~~lower ~~solar~~revenues ~~sales~~ at Boston Solar ~~higher~~and ~~costs of revenue, partially offset by~~ lower sales of our air purification ~~system~~systems with corresponding decreases in cost of revenue.

Gross Profit. As a result of the foregoing, our gross profit was $~~2,067,435~~1.9 million for the three months ended ~~September~~March 3031, ~~2023~~2024, compared with $~~2,325,849~~1.7 million for the three months ended ~~September~~March 3031, ~~2022~~2023. The ~~decrease~~increase was due primarily to ~~lower~~the completion of higher margin ~~revenue~~projects offset by lower revenues at Boston Solar and lower sales of our air purification systems.

Selling, General and Administrative Expenses (“SG&A”). Our SG&A expenses decreased to $~~3,175,559~~4.2 million for the three months ended ~~September~~March 3031, ~~2023~~2024, from $~~3,689,463~~10.0 million for the three months ended ~~September~~March 3031, ~~2022~~2023. The decrease was due primarily to ~~lower~~approximately ~~operational~~$6.5 million of expense related to preferred stock issued for services during the three months ended March 31, ~~legal~~2023 ~~and~~with ~~other~~no ~~professional~~corresponding ~~costs~~expense during the three months ended March 31, 2024.

Other Income (Expense). For the three months ended ~~September~~March 3031, ~~2023~~2024, other expense was ($~~247,576~~0.5 million), compared to other expense of ($~~311,375~~0.6 million) for the three months ended ~~September~~March 3031, ~~2022~~2023. The ~~decrease~~change ~~in other expense~~ was primarily due to again ~~decrease~~on settlement of debt and gain on change in ~~amortization~~fair value of ~~debt~~derivative ~~discounts~~liability ~~partially~~securities, offset by anincreases ~~increase~~in amortization of debt discount, changes in ~~interest~~fair ~~expense~~value of derivative liabilities and financing cost.

Net Income (Loss). The Company’s net loss attributable to Singlepoint Inc Stockholders was ($~~1,270,860~~2.9 million) compared to net loss of ($~~1,604,848~~8.7 million) for the three months ended ~~September~~March 3031, ~~2023~~2024, and ~~2022~~2023 respectively. The decrease in net loss was primarily adue ~~result~~to ofa ~~higher~~decrease ~~revenues~~in ~~and lower operating expenses~~SG&A.

Comparison of the Nine Months Ended September 30, 2023 with the Nine Months Ended September 30, 2022

Revenue. For the nine months ended September 30, 2023, we generated revenue of $20,783,784 as compared to $12,675,450 for the nine months ended September 30, 2022. The increase of revenue was due primarily to the inclusion of Boston Solar revenues for nine months in the 2023 period compared to a little over five months in the 2022 period.

Cost of Revenue. For the nine months ended September 30, 2023, cost of revenue increased to $14,362,913 from $8,837,735 for the nine months ended September 30, 2022. The increase was mainly due to inclusion of Boston Solar costs for nine months in the 2023 period compared to a little over five months in the 2022 period.

Gross Profit. As a result of the foregoing, our gross profit was $6,420,871 for the nine months ended September 30, 2023, compared with $3,837,715 for the nine months ended September 30, 2022. The increase was due primarily to the inclusion of Boston Solar revenues and costs for a full nine months in the 2023 period compared to a little over five months in the 2022 period.

Selling, General and Administrative Expenses. Our general and administrative expenses increased to $9,881,689 for the nine months ended September 30, 2023 from $9,831,209 for the nine months ended September 30, 2022. The increase was primarily due to inclusion of Boston Solar expenses for nine months in the 2023 period compared to a little over five months in the 2022 period, partially offset by lower operational, legal and other professional costs.

Other Income (Expense). For the nine months ended September 30, 2023, other expense was ($1,660,402), compared to other expenses of ($631,757) for the nine months ended September 30, 2022. The increase in other expenses was primarily due to higher interest expense and a loss on settlement of debt, partially offset by lower amortization of debt discounts..

Net Loss. The Company’s net loss attributable to Singlepoint Inc was ($4,797,453) and ($6,353,921) for the nine months ended September 30, 2023 and 2022, respectively. The decrease in net loss was primarily due to higher revenues and lower operating costs.

Liquidity and Capital Resources

As of ~~September~~March 3031, ~~2023~~2024, we had cash and cash equivalents of approximately $0.45 million. To continue operations for the next 12 months we will have a cash need of approximately $4.0 million. We anticipate funding our operations for the next 12 months using available cash, cash flow generated from our operations and proceeds from an ~~equity and debt financing~~offering. The Company plans to pay off current liabilities through sales and increasing revenue through sales of Company services and or products, or through financing activities as mentioned above, although there is no guarantee that the Company will ultimately do so. Should we not be able to fulfill our cash needs through the increase of revenue we will need to raise money through the sale of additional shares of common stock, convertible notes, debt or similar instrument(s). Our net losses and need for additional funding raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s principal sources of liquidity have been cash provided by operating activities, as well capital raised from the sale of securities. The Company’s operating results for future periods are subject to numerous uncertainties and it is uncertain if the Company will be able to become profitable and continue growth for the foreseeable future. If management is not able to increase revenue and/or manage operating expenses, the Company may not be able to maintain profitability. The Company’s ability to continue in existence is dependent on the Company’s ability to achieve profitable operations.

Operating Activities

Cash used in operating activities – Net cash used in operating activities was ($~~596,288~~0.7 million) for the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024, primarily as a result of our net loss attributable to Singlepoint Inc stockholders of ($~~4,797,453~~2.6 million), partially offset by a net positive change in operating assets and liabilities. Net cash used in operating activities was ($~~3,074,208~~0.5 million) for the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023, primarily as a result of our net loss attributable to Singlepoint Inc stockholders of ($~~6,353,921~~8.7 million), partially offset by ~~non-cash~~preferred ~~expenses~~stock ~~and~~issued ~~positive~~for ~~changes~~services in ~~operating~~the ~~assets~~amount ~~and~~of ~~liabilities~~$6.5 million.

Investing Activities

Cash flow ~~provided by (~~used in) investing activities – During the ~~nine~~three months ended ~~September~~March 3031, 2024 and 2023, the Company used ($~~111,336) for investing activities related to cash paid for notes receivable from related party and for property~~0.0 ~~The Company used ($1,451,535~~million) infor investing activities ~~during the nine months ended September 30, 2022, primarily for the acquisition of Boston Solar~~.

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Financing Activities

Cash flow from financing activities – During the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024, our financing activities provided cash of $~~581,602~~0.5 million primarily from ~~the~~proceeds ~~issuance~~of sale of ~~convertible~~common ~~debt~~stock and ~~preferred~~notes ~~stock~~payable. During the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023, our financing activities provided cash of $0.5~~,416,175,~~ million primarily from proceeds from the issuance of ~~debt~~convertible ~~and preferred stock~~notes.

Off Balance Sheet Arrangements

We do not have any significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Recent Accounting Pronouncements

During the three months ended ~~September~~March 3031, ~~2023~~2024, there were no accounting standards and interpretations issued which are expected to have a material impact on the Company’s financial position, operations or cash flows.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We have performed an evaluation under the supervision and with the participation of our management, including our President and Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of our disclosure controls and procedures, (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of ~~September~~March 3031, ~~2023~~2024. Based on that evaluation, our management, including our President and CEO and CFO, concluded that our disclosure controls and procedures were not effective as of ~~September~~March 3031, ~~2023~~2024 to provide reasonable assurance that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our principal executive officer, as appropriate to allow timely decisions regarding required disclosure due to the material weaknesses described below.

Based on our evaluation under the framework described above, our management concluded that we had “material weaknesses” (as such term is defined below) in our control environment and financial reporting process consisting of the following as of the Evaluation Date:

	1)	lack of a functioning audit committee resulting in ineffective oversight in the establishment and monitoring of required internal control and procedures; and

	2)	inadequate segregation of duties consistent with control objectives.

A “material weakness” is defined under SEC rules as a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.

A system of controls, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the system of controls are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

Changes in Internal Control over Financial Reporting

During the quarter ended ~~September~~March 3031, ~~2023~~2024, there were no changes in our internal control over financial reporting identified in connection with management’s evaluation of the effectiveness of our internal control over the financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. Except as discussed below are not presently a party to any material litigation, nor to the knowledge of management is any litigation threatened against us, which may materially affect us.

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. At September 30, 2023, the remaining balance was $750,000. On August 9, the noteholder filed a motion for summary judgement in lieu of complaint (the “Motion”) seeking an order that the entire balance of the note and associated expenses with collection of the note are due. The Company has opposed the motion. It also has and will continue to pursue resolutions, including conversion of the principal into equity with the noteholder to satisfy the obligation. As of September 27, all motions have been submitted to the court and we expect to have the initial decision within eighteen months.

Item 1A. Risk Factors

The Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

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Item 6. Exhibits

Exhibit Number		Name of Exhibit
31.1		Certification of Chief Executive Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002. (1)

31.2		Certification of Chief Financial Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002. (1)

32.1		Certification of Chief Executive Officer and Chief Financial Officer, pursuant to 18 United States Code Section 1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002. (1)

101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH		Inline XBRL Taxonomy Extension Schema
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

________________

⁽¹⁾ Filed herewith. In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 34-47986, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Exchange Act or deemed to be incorporated by reference into any filing under the Exchange Act or the Securities Act except to the extent that the registrant specifically incorporates it by reference.

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~~Item~~SIGNATURES ~~6. Exhibits~~

ExhibitNumber		Name of Exhibit
31.1		Certification of Chief Executive Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002. (1)
31.2		Certification of Chief Financial Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002. (1)
32.1		Certification of Chief Executive Officer and Chief Financial Officer, pursuant to 18 United States Code Section 1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002. (1)
101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH		Inline XBRL Taxonomy Extension Schema
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.

________________

	SINGLEPOINT INC.

Dated: August 28, 2024	By:	/s/ William Ralston
		William Ralston
		Chief Executive Officer, Director

(1) Filed herewith. In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 34-47986, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Exchange Act or deemed to be incorporated by reference into any filing under the Exchange Act or the Securities Act except to the extent that the registrant specifically incorporates it by reference.30

30 Table of Contents

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.

	SINGLEPOINT INC.
Dated: November 14, 2023	By:	/s/ William Ralston
		William Ralston
		Chief Executive Officer, Director

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