NOTES PAYABLE | NOTE 5 – NOTES PAYABLE CoinTracking Note On April 3, 2018, CoinTracking entered into a Loan Agreement (the “Loan Agreement”) with CoinTracking GmbH, which provided for total borrowings of up to $ 3,000,000 1,500,000 300,000 700,000 500,000 1,200,000 1,500,000 300,000 March 31, 2023 3 Interest expense for Notes Payable was $ 470,157 2,416,621 2020 SBA Loan On June 10, 2020, the Company received a loan from the Small Business Administration of $ 14,100 3.75 30 As of September 30, 2024, the balance remaining under the 2020 SBA Loan is $ 12,802 BIT and IDI Notes Efrat Note On April 7, 2022, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the “April SPA”) entered into with Efrat Investments LLC (“Efrat”) and issued a Promissory Note in the principal amount of $ 220,000 to Efrat (the “Efrat Note”) in a private transaction for a purchase price of $ 198,000 (giving effect to an original issue discount). After payment of the fees and costs, the net proceeds from the Efrat Note will be used by the Company for working capital and other general corporate purposes. The maturity date of the Efrat Note was September 7, 2022 10 Upon an event of default under the April SPA or the Efrat Note, the Efrat Note will bear interest at 18%, Efrat may immediately accelerate the Efrat Note due date, Efrat may convert the amount outstanding under the Efrat Note into shares of Company common stock at a discount to the market price of the stock, and Efrat will be entitled to its costs of collection, among other penalties and remedies. As of September 30, 2024, the balancing remaining under the Efrat Note is $ 20,091 May 2022 AJB Note On May 3, 2022, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the “May AJB SPA”) entered into with AJB, and issued a Promissory Note in the principal amount of $ 1,000,000 (the “May AJB Note”) to AJB in a private transaction for a purchase price of $ 900,000 (giving effect to a 10 % original issue discount). In connection with the sale of the AJB Note, the Company also paid certain fees and due diligence costs of AJB and brokerage fees to J.H. Darbie & Co., a registered broker-dealer. At the closing the Company repaid all obligations owed to AJB pursuant to a 10 750,000 138,125 The maturity date of the May AJB Note was November 3, 2022 10 Upon an event of default under the May AJB SPA or May AJB Note, the May AJB Note will bear interest at 18%, AJB may immediately accelerate the May AJB Note due date, AJB may convert the amount outstanding under the May AJB Note into shares of Company common stock at a discount to the market price of the stock, and AJB will be entitled to its costs of collection, among other penalties and remedies. As of September 30, 2024, the balancing remaining under the May AJB Note is $ 1,016,547 Coventry Note On July 27, 2022, The Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Coventry Enterprises, LLC (“Coventry”), pursuant to which Coventry purchased a 10 200,000 40,000 25,000 The Note bears interest at a rate of 10 20,000 July 15, 2023 31,428.57 Any or all of the principal amount and the Guaranteed Interest may be prepaid at any time and from time to time, in each case without penalty or premium. If an Event of Default (as defined in the Note) occurs, consistent with the terms of the Note, the Note will become convertible, in whole or in part, into shares of the Company’s common stock at Coventry’s option, subject to a 4.99% beneficial ownership limitation (which may be increased up to 9.99% by Coventry). The per share conversion price is 90% of the lowest volume-weighted average trading price during the 20-trading day period before conversion. In addition to certain other remedies, if an Event of Default occurs, consistent with the terms of the Note, the Note will bear interest on the aggregate unpaid principal amount and Guaranteed Interest at the rate of the lesser of 18 As of September 30, 2024 the Company repaid all obligations owed to Coventry Enterprises pursuant to this Coventry Note. January 2023 1800 Diagonal Note On January 10, 2023, the Company borrowed funds pursuant to a SPA entered into with Diagonal, and Diagonal purchased a convertible promissory note (the “Third Diagonal Note”) from the Company in the aggregate principal amount of $ 79,250 The maturity date of the Third Diagonal Note was January 3, 2024 10 22 65 The conversion of the Third Diagonal Note is subject to a beneficial ownership limitation of 4.99% of the number of shares of common stock outstanding immediately after giving effect to such conversion. Failure of the Company to convert the Third Diagonal Note and deliver the common stock when due will result in the Company paying Diagonal a monetary penalty for each day beyond such deadline. The Company may prepay the Third Diagonal Note in whole, however, if it does so between the issuance date and the date which is 60 days from the issuance date, the repayment percentage is 115%. If the Company prepays the Third Diagonal Note on or between the 61st day after issuance and the 90th day after issuance, the prepayment percentage is 120%. If the Company prepays the Third Diagonal Note on or between the 91st day after issuance and 180 days after issuance, the prepayment percentage is 125%. After such time, the Company can submit an optional prepayment notice to Diagonal, however the prepayment shall be subject to the agreement between the Company and Diagonal on the applicable prepayment percentage. Pursuant to the Third Diagonal Note, as long as the Company has any obligations under the Third Diagonal Note, the Company cannot without Diagonal’s written consent, sell, lease or otherwise dispose of any significant portion of its assets which would render the Company a “shell company” as such term is defined in SEC Rule 144. Additionally, under the Note, any consent to the disposition of any assets may be conditioned on a specified use of the proceeds of disposition. The Third Diagonal Note contains standard and customary events of default such as failing to timely make payments under the Note when due, the failure of the Company to timely comply with the Securities Exchange Act of 1934, as amended, reporting requirements and the failure to maintain a listing on the OTC Markets. The occurrence of any of the events of default, entitled Diagonal, among other things, to accelerate the due date of the unpaid principal amount of, and all accrued and unpaid interest on, the Third Diagonal Note. Upon an “Event of Default”, interest shall accrue at a default interest rate of 22%, and the Company may be obligated to pay to the Diagonal an amount equal to 150% of all amounts due and owing under the Third Diagonal Note. With respect to the two outstanding Diagonal Notes, Diagonal has agreed to accept $ 126,500.00 As of September 30, 2024 the Company repaid all obligations owed to 1800 Diagonal pursuant to this Third Diagonal Note. Fast Capital Note On February 2, 2023, the Company borrowed funds pursuant to a SPA entered into with Fast Capital, LLC (“Fast Capital”), and Fast Capital purchased a 10 115,000 10,000 105,000 The maturity date of the Fast Capital Note was January 30, 2024 10 24 For the first six months, the Company has the right to prepay principal and accrued interest due under the Fast Capital Note at a premium of between 15% and 40% depending on when it is repaid. The Fast Capital Note may not be prepaid after the 180th day of its issuance. Fast Capital has the right at any time after the six-month anniversary of the date of issuance of the Fast Capital Note to convert all or any part of the outstanding and unpaid principal amount of the Fast Capital Note into Company common stock, subject to a beneficial ownership limitation. The conversion price of the Fast Capital Note equals 60 The Fast Capital Note contains various covenants standard and customary events of default such as failing to timely make payments under the Fast Capital Note when due, the failure to maintain a listing on the OTC Markets or the Company defaulting on any other note or similar debt obligation into which the Company has entered and failed to cure within the applicable grace period. The occurrence of any of the events of default, entitle First Capital, among other things, to accelerate the due date of the unpaid principal amount of, and all accrued and unpaid interest on, the Fast Capital Note. Upon an “Event of Default”, interest shall accrue at a default interest rate of 24 As of September 30, 2024, the balancing remaining under the Fast Capital Note is $, 416 March 2023 1800 Diagonal Note On March 2, 2023, the Company borrowed funds pursuant to a SPA entered into with Diagonal, and Diagonal purchased a convertible promissory note (the “Fourth Diagonal Note”) from the Company in the aggregate principal amount of $ 54,250 The maturity date of the Fourth Diagonal Note was March 2, 2024 10 22 65 The conversion of the Fourth Diagonal Note is subject to a beneficial ownership limitation of 4.99% of the number of shares of common stock outstanding immediately after giving effect to such conversion. Failure of the Company to convert the Note and deliver the common stock when due will result in the Company paying Diagonal a monetary penalty for each day beyond such deadline. The Company may prepay the Fourth Diagonal Note in whole, however, if it does so between the issuance date and the date which is 60 days from the issuance date, the repayment percentage is 115%. If the Company prepays the Fourth Diagonal Note on or between the 61st day after issuance and the 90th day after issuance, the prepayment percentage is 120%. If the Company prepays the Fourth Diagonal Note on or between the 91st day after issuance and 180 days after issuance, the prepayment percentage is 125%. After such time, the Company can submit an optional prepayment notice to Diagonal, however the prepayment shall be subject to the agreement between the Company and Diagonal on the applicable prepayment percentage. Pursuant to the Fourth Diagonal Note, as long as the Company has any obligations under the Fourth Diagonal Note, the Company cannot without Diagonal’s written consent, sell, lease or otherwise dispose of any significant portion of its assets. The Fourth Diagonal Note contains standard and customary events of default such as failing to timely make payments under the Note when due, the failure of the Company to timely comply with the Securities Exchange Act of 1934, as amended, reporting requirements and the failure to maintain a listing on the OTC Markets. The occurrence of any of the events of default, entitled Diagonal, among other things, to accelerate the due date of the unpaid principal amount of, and all accrued and unpaid interest on, the Fourth Diagonal Note. Upon an “Event of Default”, interest shall accrue at a default interest rate of 22%, and the Company may be obligated to pay to the Diagonal an amount equal to 150% of all amounts due and owing under the Note. With respect to the two outstanding Diagonal Notes, Diagonal has agreed to accept $ 126,500.00 As of September 30, 2024 the Company repaid all obligations owed to 1800 Diagonal pursuant to this Fourth Diagonal Note. June 2023 AJB Note On June 23, 2023, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the “AJB SPA”) entered into with AJB, and issued a Promissory Note in the principal amount of $ 550,000 (the “AJB June Note”) to AJB in a private transaction for a purchase price of $ 500,000 (giving effect to a 10 % original issue discount). In connection with the sale of the AJB June Note, the Company also paid certain fees and due diligence costs to AJB’s management company and legal counsel. After payment of the fees and costs, the net proceeds to the Company were $ 487,500 , which will be used for working capital and other general corporate purposes, provided that up to $ 200,000 may be drawn upon for potential acquisitions. The maturity date of the AJB June Note was January 23, 2024 12 Upon an event of default under the AJB SPA or AJB June Note, the AJB June Note will bear interest at 18%; AJB may immediately accelerate the AJB June Note due date; AJB may convert the amount outstanding under the AJB June Note into shares of Company common stock at a discount to the market price of the stock; and AJB will be entitled to its costs of collection, among other penalties and remedies. As of September 30, 2024 the balancing remaining under the AJB June Note is $ 447,735 November 2023 AJB Note On November 13, 2023, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the “Nov. SPA”) entered into with AJB, and issued a Promissory Note in the principal amount of $ 500,000 to AJB (the “Nov. Note”) in a private transaction for a purchase price of $ 425,000 (giving effect to an original issue discount). After payment of the fees and costs, the net proceeds to the Company were $ 405,000 , which will be used for working capital and other general corporate purposes. The maturity date of the Nov. Note was May 10, 2024 12 18 As of September 30, 2024 the balancing remaining under the AJB November Note is $ 544,384 January 2024 AJB Note On January 14, 2024, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the “AJB SPA”) entered into with AJB Capital Investments, LLC (“AJB”), and issued a Promissory Note in the principal amount of $ 50,000 (the “AJB Note”) to AJB in a private transaction for a purchase price of $ 42,500 , each dated as of January 30, 2024, the funds for which were received on February 1, 2024. In connection with the sale of the AJB Note, the Company also paid certain fees and expenses of AJB. After payment of the fees and expenses, the net proceeds to the Company were $ 40,000 , which will be used for working capital, to fund potential acquisitions or other forms of strategic relationships, and other general corporate purposes. The maturity date of the AJB Note was July 30, 2024 18 As of September 30, 2024 the balancing remaining under the AJB January Note is $ 50,000 February 23, 2024 AJB Note On February 23, 2024, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the “AJB SPA”) entered into with AJB Capital Investments, LLC (“AJB”), and issued a Promissory Note in the principal amount of $ 53,000 45,050 40,050 The maturity date of the AJB Note is August 20, 2024 18 As of September 30, 2024 the balancing remaining under the AJB February Note is $ 53,000 February 29, 2024 AJB Note On February 29, 2024, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the “AJB SPA”) entered into with AJB Capital Investments, LLC (“AJB”), and issued a Promissory Note in the principal amount of $ 159,000 (the “AJB Note”) to AJB in a private transaction for a purchase price of $ 135,000 , each dated as of February 29, 2024. In connection with the sale of the AJB Note, the Company also paid certain fees and expenses of AJB. After payment of the fees and expenses, the net proceeds to the Company were $ 130,000 , which will be used for working capital, to fund potential acquisitions or other forms of strategic relationships, and other general corporate purposes. The maturity date of the AJB Note is August 29, 2024 18 As of September 30, 2024 the balancing remaining under the AJB February Note is $ 159,000 April 2024 AJB Note On April 12, 2024, the Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the “AJB SPA”) entered into with AJB Capital Investments, LLC (“AJB”), and issued a Promissory Note in the principal amount of $ 120,000 108,000 185,555 AJB First Amendment to Note On May 1, 2024, the Company and AJB Capital Investments LLC entered into a First Amendment to that certain Promissory Note dated as of April 12, 2024 (“Existing Note”). The First Amendment to the Promissory Note amends the Existing Note to (1) increase the principal amount of the Existing Note from $ 120,000 148,889 November 1, 2024 AJB Second Amendment to Note On May 20, 2024, the Company and AJB Capital Investments LLC entered into a Second Amendment, effective as of May 15, 2024, to that certain Promissory Note dated as of April 12, 2024 (“Promissory Note”). The First Amendment to the Promissory Note (“First Amendment”) amended the Promissory Note to (1) increase the principal amount of the Promissory Note from $ 120,000 to $ 148,889 and (2) extended the maturity date of the Promissory Note to November 1, 2024. The Second Amendment to the Promissory Note (“Second Amendment”) amends the Promissory Note, as amended by the First Amendment, to increase the principal amount of the Promissory Note from $ 148,889 to $ 185,555 ; provided, however, that the $ 185,555 principal carries an original issue discount of $ 3,666 withheld from the Company to cover monitoring costs associated with the Promissory Note. Moreover, $ 1,000 of the $ 185,555 principal shall be withheld to pay the Company’s legal counsel fees and expenses incurred in connection with this Second Amendment. June 7, 2024 AJB Note The Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the “AJB SPA”) entered into with AJB Capital Investments, LLC (“AJB”), and issued a Promissory Note in the principal amount of $ 68,000 61,200 55,000 The maturity date of the AJB Note is December 1, 2024 12 18 June 24, 2024 AJB Note The Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the “AJB SPA”) entered into with AJB Capital Investments, LLC (“AJB”), and issued a Promissory Note in the principal amount of $ 72,500 58,000 18,000 The maturity date of the AJB Note is December 18, 2024 18 July 22, 2024 AJB Note The Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the “AJB SPA”) entered into with AJB Capital Investments, LLC (“AJB”), and issued a Promissory Note in the principal amount of $ 59,000 47,200 44,700 The maturity date of the AJB Note is January 15, 2025. The AJB Note bears interest at a rate of twelve percent ( 12 18 August 28, 2024 AJB Note The Company borrowed funds pursuant to the terms of a Securities Purchase Agreement (the “AJB SPA”) entered into with AJB Capital Investments, LLC (“AJB”), and issued a Promissory Note in the principal amount of $ 120,000 108,000 98,000 The maturity date of the AJB Note is February 28, 2025. The AJB Note bears interest at a rate of twelve percent ( 12 18 |