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 30, 2020

 

Commission File No. 000-53425

 

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.)

 

2999 North 44th Street Suite 530

Phoenix, AZ 85018

(Address of principal executive offices)

 

(855) 711-2009

(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 November 16, 2020, the Company had 2,267,658,319 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.

 

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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 Cash Flows (unaudited)		8
	Notes to Condensed Consolidated Financial Statements (unaudited)		9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		24
Item 3.	Quantitative and Qualitative Disclosures about Market Risk		27
Item 4.	Controls and Procedures		27
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings		28
Item 1A.	Risk Factors		28
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		28
Item 3.	Defaults Upon Senior Securities		28
Item 4.	Mine Safety Disclosures		28
Item 5.	Other Information		28
Item 6.	Exhibits		29
Signatures			30

 

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Table of Contents

 

SINGLEPOINT INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

 (Unaudited)

 

		September 30, 2020				December 31, 2019
						(Audited)
ASSETS
CURRENT ASSETS:
Cash		$	42,361			$	110,128
Accounts receivable			10,143				49,228
Prepaid expenses			4,834				24,427
Inventory			35,906				74,663
Total Current Assets			93,244				258,446
NON-CURRENT ASSETS:
Property, net (Note 5)			93,608				136,931
Investment, at cost (Note 3)			35,000				60,000
Intangible assets, net (Note 3)			52,635				-
Goodwill (Note 3)			1,893,740				1,966,340
Total Assets		$	2,168,227			$	2,421,717
LIABILITIES AND STOCKHOLDERS' DEFICIT
LIABILITIES
CURRENT LIABILITIES:
Accounts payable, including related party (Note 8)		$	172,480			$	167,939
Accrued expenses, including accrued officer salaries (Note 8)			1,474,888				843,136
Current portion of convertible notes payable, net of debt discount (Note 4)			840,500				2,070,898
Capital lease obligations, current portion (Note 5)			56,979				58,738
Advances from related party (Note 8)			1,286,087				878,515
Short-term notes payable			332,737				-
Derivative liability			3,233,650				2,813,150
Total Current Liabilities			7,397,321				6,832,376
LONG-TERM LIABILITIES:
Convertible notes payable, net of current portion (Note 4)			2,010,550				-
Capital lease obligations, net of current portion (Note 5)			57,230				98,881
Long-term note payable			150,000				-
Total Liabilities			9,615,101				6,931,257
COMMITMENTS AND CONTINGENCIES (Note 9)
STOCKHOLDERS' DEFICIT
Undesignated preferred stock, par value $0.0001; 40,000,000 shares authorized; no shares issued and outstanding			-				-
Class A convertible preferred stock, par value $0.0001; 60,000,000 shares authorized; 52,600,000 and 54,200,000 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively			5,260				5,420
Common stock, par value $0.0001; 5,000,000,000 shares authorized; 1,943,081,280 and 1,698,279,820 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively			194,308				169,828
Additional paid-in capital			73,226,776				72,210,393
Accumulated deficit			(80,461,836	)			(76,752,170	)
Total Singlepoint Inc. stockholders' deficit			(7,035,492	)			(4,366,529	)
Non-controlling interest			(411,382	)			(143,011	)
Total Stockholders' Deficit			(7,446,874	)			(4,509,540	)
Total Liabilities and Stockholders' Deficit		$	2,168,227			$	2,421,717

   

 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 OPERATIONS

 (Unaudited)

 

		For the Three Months Ended								For the Nine Months Ended
		September 30, 2020				September 30, 2019				September 30, 2020				September 30, 2019
REVENUE		$	1,025,129			$	1,050,374			$	2,495,628			$	2,170,123
Cost of Revenue			796,459				524,483				1,852,661				1,610,394
Gross profit			228,670				525,891				642,967				559,729
OPERATING EXPENSES:
Consulting fees			75,477				367,599				249,414				529,100
Professional and legal fees			75,732				56,760				247,346				208,737
Investor relations			25,816				2,000				88,968				150,227
General and administrative			651,341				753,229				2,031,870				4,562,144
Operating expenses			828,366				1,179,588				2,617,598				5,450,208
LOSS FROM OPERATIONS			(599,696	)			(653,697	)			(1,974,631	)			(4,890,479	)
OTHER INCOME (EXPENSE):
Interest expense			(126,143	)			(91,779	)			(355,653	)			(274,711	)
Amortization of debt discounts			(710,314	)			(530,267	)			(1,789,688	)			(1,322,297	)
Loss on settlement of debt			-				-				(41,264	)			-
Gain (loss) on change in fair value of derivative liability			600,497				1,984,195				183,199				(1,617,074	)
Loss on disposal of subsidiary			-				(54,798	)			-				(54,798	)
Other income (expense)			(235,960	)			1,307,351				(2,003,406	)			(3,268,880	)
INCOME (LOSS) BEFORE INCOME TAXES			(835,656	)			653,654				(3,978,037	)			(8,159,359	)
Income taxes			-				-				-				-
NET INCOME (LOSS)			(835,656	)			653,654				(3,978,037	)			(8,159,359	)
Loss (income) attributable to non-controlling interests			72,211				(33,898	)			268,371				93,269
NET INCOME (LOSS) ATTRIBUTABLE TO SINGLEPOINT INC. STOCKHOLDERS		$	(763,445	)		$	619,756			$	(3,709,666	)		$	(8,066,090	)
Net income (loss) per share - basic		$	(0.00	)		$	0.00			$	(0.00	)		$	(0.01	)
Weighted average number of common shares outstanding - basic			1,868,940,176				1,623,777,941				1,797,725,296				1,445,069,147

   

 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 STOCKHOLDERS' DEFICIT

(Unaudited)

 

		Preferred Stock Par Value $0.0001								Common Stock Par Value $0.0001								Additional								Non-				Total
		Number of Shares				Amount				Number of Shares				Amount				paid-in Capital				Accumulated Deficit				controlling Interest				Stockholders' Deficit
Balance, December 31, 2019			54,200,000			$	5,420				1,698,279,820			$	169,828			$	72,210,393			$	(76,752,170	)		$	(143,011	)		$	(4,509,540	)
Issuance of common shares for services											15,000,000				1,500				116,500												118,000
Issuance of common shares for principal and accrued interest on convertible notes											32,034,513				3,203				75,218												78,421
Settlement of derivative liability due to debt conversion																			158,673												158,673
Net loss																							(1,920,431	)			(42,361	)			(1,962,792	)
Balance, March 31, 2020			54,200,000			$	5,420				1,745,314,333			$	174,531			$	72,560,784			$	(78,672,601	)		$	(185,372	)		$	(6,117,238	)
Issuance of common shares for principal and accrued interest on convertible notes											50,309,973				5,031				149,969												155,000
Conversion of preferred shares			(1,600,000	)			(160	)			40,000,000				4,000				(3,840	)											-
Settlement of derivative liability due to debt conversion																			161,092												161,092
Net loss																							(1,025,790	)			(153,799	)			(1,179,589	)
Balance, June 30, 2020			52,600,000			$	5,260				1,835,624,306			$	183,562			$	72,868,005			$	(79,698,391	)		$	(339,171	)		$	(6,980,735	)
Issuance of common shares pursuant to investment agreement											70,987,570				7,099				209,285												216,384
Issuance of common shares for principal and accrued interest on convertible notes											36,469,404				3,647				88,149												91,796
Settlement of derivative liability due to debt conversion																			61,337												61,337
Net loss																							(763,445	)			(72,211	)			(835,656	)
Balance, September 30, 2020			52,600,000			$	5,260				1,943,081,280			$	194,308			$	73,226,776			$	(80,461,836	)		$	(411,382	)		$	(7,446,874	)

  

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 STOCKHOLDERS' DEFICIT

(Unaudited)

 

		Preferred Stock Par Value $0.0001								Common Stock Par Value $0.0001								Additional								Non-				Total
		Number of Shares				Amount				Number of Shares				Amount				paid-in Capital				Accumulated Deficit				controlling Interest				Stockholders' Deficit
Balance, December 31, 2018			50,950,000			$	5,095				1,236,319,023			$	123,632			$	63,940,510			$	(68,846,438	)		$	(89,163	)		$	(4,866,364	)
Issuance of common shares for services previously accrued											8,000,000				800				799,200												800,000
Issuance of common shares for principal and accrued interest on convertible notes											44,531,249				4,453				195,046												199,499
Conversion of preferred shares			(1,750,000	)			(175	)			10,500,000				1,050				(875	)											-
Settlement of derivative liability due to debt conversion																			682,481												682,481
Net income (loss)																							(1,267,353	)			662				(1,266,691	)
Balance, March 31, 2019			49,200,000			$	4,920				1,299,350,272			$	129,935			$	65,616,362			$	(70,113,791	)		$	(88,501	)		$	(4,451,075	)
Issuance of common shares for services previously accrued																															-
Issuance of common shares for acquisition											156,058,751				15,606				1,950,735												1,966,341
Issuance of common shares for principal and accrued interest on convertible notes											40,681,898				4,068				165,933												170,001
Issuance of preferred shares for services			10,000,000				1,000												3,099,000												3,100,000
Conversion of preferred shares			(4,000,000	)			(400	)			100,000,000				10,000				(9,600	)											-
Settlement of derivative liability due to debt conversion																			450,705												450,705
Net loss																							(7,418,493	)			(127,829	)			(7,546,322	)
Balance, June 30, 2019			55,200,000			$	5,520				1,596,090,921			$	159,609			$	71,273,135			$	(77,532,284	)		$	(216,330	)		$	(6,310,350	)
Issuance of common shares for services											23,483,333				2,349				321,701												324,050
Issuance of common shares for principal and accrued interest on convertible notes											12,254,902				1,225				48,775												50,000
Conversion of preferred shares			(1,000,000	)			(100	)			25,000,000				2,500				(2,400	)											-
Settlement of derivative liability due to debt conversion																			113,177												113,177
Disposal of subsidiary																											109,153				109,153
Net income																							619,756				33,898				653,654
Balance, September 30, 2019			54,200,000			$	5,420				1,656,829,156			$	165,683			$	71,754,388			$	(76,912,528	)		$	(73,279	)		$	(5,060,316	)

 

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, 2020				September 30, 2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss attributable to Singlepoint Inc. stockholders		$	(3,709,666	)		$	(8,066,090	)
Adjustments to reconcile net loss to net cash used in operating activities
Loss attributable to non-controlling interests			(268,371	)			(93,269	)
Loss on disposal of subsidiary			-				54,798
Common stock issued for services			118,000				324,050
Depreciation			43,323				-
Amortization of intangibles			19,965				-
Amortization of debt discounts			1,789,688				1,322,297
(Gain) loss on change in fair value of derivatives			(183,199	)			1,617,074
Loss on debt settlement			41,264				-
Preferred stock issued for services			-				3,100,000
Changes in operating assets and liabilities:
Accounts receivable			39,085				(10,874	)
Prepaid expenses			19,593				(32,607	)
Inventory			38,757				(6,067	)
Accounts payable			4,541				(87,922	)
Accrued expenses			648,042				566,407
NET CASH USED IN OPERATING ACTIVITIES			(1,398,978	)			(1,312,203	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash received for return of investment			25,000				-
NET CASH USED IN INVESTING ACTIVITIES			25,000				-
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock			216,384				-
Proceeds from advances from related party			355,000				138,445
Proceeds from short-term notes payable			332,737				-
Proceeds from long-term notes payable			150,000
Payments on advances to related party			-				(10,961	)
Payments on notes payable			-				(90,000	)
Payments on convertible notes payable			(25,000	)			-
Payments on capital lease obligations			(43,410	)			-
Proceeds from issuance of convertible notes			320,500				1,500,000
NET CASH PROVIDED BY FINANCING ACTIVITIES			1,306,211				1,537,484
NET CHANGE IN CASH			(67,767	)			225,281
Cash at beginning of period			110,128				68,781
Cash at end of period		$	42,361			$	294,062
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
Interest paid		$	-			$	52,648
Income tax paid		$	-			$	-
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Common stock issued for accrued interest		$	4,982			$	-
Common stock issued to acquire subsidiary		$	-			$	1,966,341
Original issue discount from issuance of notes payable		$	39,500			$	150,000
Common stock issued for conversion of debt and accrued interest		$	325,217			$	419,500
Recognition of debt discount attributable to derivative liability		$	984,801			$	1,250,000
Derivative liability settlements		$	381,102			$	1,246,363
Conversion of preferred stock to common stock		$	4,000			$	13,550
Issuance of common stock previously accrued		$	-			$	800,000
Derivative liability recognized from convertible debt		$	1,133,240			$	-

  

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

 

Carbon Credits International Inc. (“CCII”), which was formed on October 15, 2007 as a Nevada corporation, was the result of a spin off from Carbon Credits Industries, Inc. (“CCI”), its former parent issuer, on October 17, 2007. On December 23, 2011, CCII entered into a merger agreement with Lifestyle Wireless, Inc. (“LWI”), a Washington Corporation, with CCII remaining as the surviving company. The effective date of the merger was January 10, 2012. On July 1, 2013, CCII changed its name to Singlepoint Inc. (“Singlepoint” or “the Company”). On May 14, 2019, the Company established a subsidiary, Singlepoint Direct Solar LLC (“SDS”), completing the acquisition of certain assets of Direct Solar LLC and AI Live Transfers LLC (See Note 3). The Company owns Fifty One Percent (51%) of the membership interests of SDS.

 

Business

 

The Company looks to acquire businesses and generate business through solar and renewable based technologies. We strive to create long-term value for our shareholders by helping our partner companies to increase their market penetration, grow revenue and improve cash flow. We currently have three subsidiaries, Singlepoint Direct Solar LLC (“SDS”, 51% interest), Discount Garden Supply, Inc. (“DIGS”, 90% interest), and ShieldSaver, LLC (“ShieldSaver”, 51% interest).

 

Going Concern

 

The financial statements have been prepared assuming that the Company will continue as a going concern. As of September 30, 2020, 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 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.

 

The Company’s ability to continue in existence is dependent on the Company’s ability to develop the Company’s 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 equity financing through private placements of the Company’s common stock.

 

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

 

Basis of Presentation

 

The accompanying unaudited condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission including Form 10-Q and Regulation S-X. The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments) which are, in the opinion of management, necessary to fairly state the operating results for the respective periods. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) have been omitted pursuant to such rules and regulations. These financial statements and the information included under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” should be read in conjunction with the audited financial statements and explanatory notes for the year ended December 31, 2019 as disclosed in our Form 10-K filed with the Securities and Exchange Commission on March 31, 2020. The results of the nine months ended September 30, 2020 (unaudited) are not necessarily indicative of the results to be expected for the pending full year ending December 31, 2020.

 

Principles of Consolidation

 

The consolidated financial statements include the accounts of Singlepoint, DIGS, SDS and ShieldSaver as of September 30, 2020 and December 31, 2019, and for the three and nine months ended September 30, 2020 and 2019 (with the accounts of Jiffy Auto Glass (“JAG”), a former subsidiary, included in the three and nine months ended September 30, 2019).  All significant intercompany transactions have been eliminated in consolidation.   

 

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Revenues

 

The Company records revenue under the adoption of ASC 606 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.

 

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 categories for disaggregated revenue classification:

 

	(1)	Retail Sales (DIGS, Singleseed),
	(2)	Distribution (hemp-related products) and,
	(3)	Services Revenue (Direct Solar, Mobile Web Credit Card Gateway, Shieldsaver).

 

Additionally, the company also disaggregates revenue by subsidiary:

  

	(1)	Singlepoint (parent company)
	(2)	Direct Solar
	(3)	DIGS

         

There were no revenues from Shield Saver or JAG (dissolved in 2019) during the nine months ended September 30, 2020.

 

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. DIGS operates an online store and sells nutrients, lights, HVAC systems and other products to consumers. Singleseed provides hemp-based products through its online portal.

 

Distribution Revenue. Our distribution revenue includes Singlepoint’s hemp-related product sales 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 upon delivery or within 30 days of invoicing.

 

Services Revenue. Our services revenue includes services provided by Direct Solar, 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 Mobile Web Credit Card Gateway provides mobile payment services to consumers with revenue recognized upon completion of the service. ShieldSaver offers business-to business services related to windshield repair and replacement for consumers. 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.  

 

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 debits 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 nine months ended September 30, 2020 and 2019 are not material.

 

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 deposits in excess of amounts insured by the FDIC as of September 30, 2020.

 

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Convertible Instruments

 

The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with the Accounting Standards Committee (“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 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

 

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.   

 

Earnings (loss) Per Common Share

 

Basic loss per common share has been calculated based upon the weighted average number of common shares outstanding during the period in accordance with the ASC 260-10, “Earnings per Share”. Common stock equivalents are not used in the computation of loss per share, as their effect would be antidilutive. Diluted EPS includes the effect from potential issuance of common stock, including stock issuable pursuant to the assumed exercise of warrants and conversion of convertible notes and Class A Preferred Stock. Dilutive EPS is computed by dividing net income (loss) by the sum of the weighted average number of common stock outstanding, and the dilutive shares.

 

The following table summarizes the number of shares of common stock issuable pursuant to our convertible securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive even though the exercise price could be less than the average market price of the common shares:

 

		Nine months Ended				Nine months Ended
		September 30,				September 30,
		2020				2019
Series A Preferred Stock			1,315,000,000				1,355,000,000
Convertible notes			2,425,679,721				398,295,673
Warrants			10,000,000				10,000,000
Potentially dilutive securities			3,750,679,721				1,763,295,673

 

Use of Estimates in the Preparation of Financial Statements

 

The preparation of 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and assumptions.

 

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Fair Value Measurements

 

On January 1, 2011, the Company adopted guidance which defines fair value, establishes a framework for using fair value to measure financial assets and liabilities on a recurring basis, and expands disclosures about fair value measurements. Beginning on January 1, 2011, the Company also applied the guidance to non-financial assets and liabilities measured at fair value on a non-recurring basis, which includes goodwill and intangible assets. The guidance establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from independent sources. Unobservable inputs are inputs that reflect the Company’s assumptions of what market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. 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’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, investments, 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, these assets are not measured and adjusted to fair value on an ongoing basis but are subject to periodic impairment tests.

 

The Company’s derivative liabilities have been valued as Level 3 instruments.

 

		Level 1				Level 2				Level 3				Total
Fair value of convertible notes derivative liability – September 30, 2020		$	–			$	–			$	3,233,650			$	3,233,650

 

		Level 1				Level 2				Level 3				Total
Fair value of convertible notes derivative liability – December 31, 2019		$	–			$	–			$	2,813,150			$	2,813,150

 

The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities as of December 31, 2019 and September 30, 2020:

 

		Derivative Liability
Balance, December 31, 2019			2,813,150
Additions recognized as debt discount			984,801
Derivative liability settlements			(381,102	)
Mark-to-market at September 30, 2020			(183,199	)
Balance, September 30, 2020		$	3,233,650
Net income for the year included in earnings relating to the liabilities held at September 30, 2020		$	183,199

 

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Recently Issued Accounting Pronouncements

 

Leases

 

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). This standard requires all leases that have a term of over 12 months to be recognized on the balance sheet with the liability for lease payments and the corresponding right-of-use asset initially measured at the present value of amounts expected to be paid over the term. Recognition of the costs of these leases on the income statement are dependent upon their classification as either an operating or a financing lease. Costs of an operating lease will continue to be recognized as a single operating expense on a straight-line basis over the lease term. Costs for a financing lease are disaggregated and recognized as both an operating expense (for the amortization of the right-of-use asset) and interest expense (for interest on the lease liability). This standard was effective for our interim and annual periods beginning January 1, 2019 and was applied on a modified retrospective basis to leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. We adopted this standard on January 1, 2019. The adoption of this standard resulted in a charge of approximately $14,000 to general and administrative expense for the year ended December 31, 2019.

 

There were various other accounting standards and interpretations issued recently, none of which are expected to have a material impact on the Company’s financial position, operations or cash flows. Management has evaluated these new pronouncements through September 30, 2020.

 

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 financial statements were issued and filed with the Securities and Exchange Commission. 

 

NOTE 3 – INVESTMENTS, ACQUISITIONS, GOODWILL AND INTANGIBLE ASSETS

 

Investments

 

The Company records its investments using the cost method. If cost exceeds fair value, an impairment loss is recognized unless the impairment is considered temporary.

 

The Company had total investments of $35,000 and $60,000 as of September 30, 2020 and December 31, 2019, respectively.

 

2019 Asset Acquisition – Direct Solar LLC and AI Live Transfers LLC

 

On May 14, 2019, the Company, via the formation of SDS, completed the acquisition of certain assets of Direct Solar LLC and AI Live Transfers LLC (the “Acquired Assets”). The Company owns 51% of the membership interests of SDS. In connection with the acquisition of these assets the Company issued an aggregate of 156,058,751 shares of common stock. The Company agreed that it shall reinvest into SDS its portion of distributions of Net Cash Flow (as defined in the Operating Agreement of SDS), if any, up to $250,000 per quarter, up to a total of $750,000.  SDS has not made any distributions and no amounts have been reinvested as of September 30, 2020.

 

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The total value of common stock issued for the purchase of the Acquired Assets was $1,966,340 on the issuance date and was allocated to goodwill based on the workforce acquired and to intangible assets based on trademarks and tradenames acquired. The total purchase price for the Acquired Assets was allocated as follows:

 

Intangible assets		$	72,600
Goodwill			1,893,740
Current assets			-
Current liabilities			-
Total net assets acquired		$	1,966,340
The purchase price consists of the following:
Cash			-
Common Stock			1,966,340
Total purchase price		$	1,966,340

 

Total revenue of $2,301,203, net loss of $559,363, and contributed net loss of $285,275 after non-controlling interest related to SDS for the nine months ended September 30, 2020 are included in the Company’s accompanying consolidated statement of operations. 

  

Goodwill and Intangible Assets

 

The following table presents details of the Company’s goodwill as of September 30, 2020 and December 31, 2019:

 

		SDS
Balances at December 31, 2018:		$	-
Aggregate goodwill acquired			1,966,340
Impairment losses			-
Balances at December 31, 2019:			1,966,340
Aggregate goodwill acquired			-
Impairment losses			-
Goodwill adjustment			(72,600	)
Balances at September 30, 2020:		$	1,893,740

 

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.

 

The Company used the discounted cash flow method for the impairment testing as of September 30, 2020. The Company performed discounted cash flow analysis projected over four years to estimate the fair value of the reporting unit, using management’s best judgement as to revenue growth rates and expense projections. This analysis indicated cash flows (and discounted cash flows) greater than the book value of goodwill. The Company determined there were no indicators of impairment in goodwill during the nine months ended September 30, 2020.

 

During the nine months ended September 30, 2020, the Company adjusted its goodwill to reflect its final valuation of its goodwill and intangible assets.  The adjustment decreased goodwill and increased intangible assets by $72,600, with no effect on total purchase price.  The gross intangible assets of $72,600 have an estimated useful life of five years, a net book value of $52,635 as of September 30, 2020, and amortization expense of $19,965 for the nine months ended September 30, 2020.  Total future annual amortization expense is $14,520 per year.   

 

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Proforma Information (unaudited)

 

Singlepoint Direct Solar LLC

 

The following unaudited pro forma information presents the consolidated results of the Company’s operations and the results of the acquisition of the Acquired Assets as if the May 14, 2019 acquisition had been consummated on January 1, 2019. Such unaudited pro forma information is based on historical unaudited financial information with respect to the Acquired Assets acquisition and does not include operational or other charges which might have been affected by the Company. The unaudited pro forma information for the nine months ended September 30, 2019 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:

 

		Nine Months Ended September 30,
		2019
Net revenue		$	2,924,672
Net loss		$	(8,216,037	)

 

NOTE 4 - CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE

 

Convertible notes payable consisted of the following:
		September 30, 2020				December 31, 2019
Convertible note payable to investor (the “CVP Note”) dated October 10, 2017, with interest at 10%, an Original Issue Discount (“OID”) of $70,000, due October 6, 2019, convertible into shares of the Company’s common stock at a discount of 60% of the average of the three lowest closing bid prices of the Company’s common stock during the 20 trading days prior to conversion. The CVP Note provides for additional tranches of a maximum of $3,970,000, which includes OID of 10%. The note includes a warrant to purchase 5,000,000 shares of the Company’s common stock at a price of $0.10 per share. The CVP Note is secured by substantially all assets of the Company. The investor converted a total of $444,500 of principal and accrued interest of this note into 105,875,646 shares of the Company’s common stock and was repaid $40,000 by the Company during the year ended December 31, 2019. Additionally, the investor converted a total of $78,420 of principal and accrued interest of this note into 32,034,513 shares of the Company’s common stock and was repaid $25,000 by the Company in 2020, resulting in repayment in full in March 2020.			-				100,235
Convertible note payable to investor (the “UAHC Note”) dated October 10, 2017, with interest at 10%, an OID of $70,000, due October 6, 2019, convertible into shares of the Company’s common stock at a discount of 60% of the average of the three lowest closing bid prices of the Company’s common stock during the 20 trading days prior to conversion. The UAHC Note includes a warrant to purchase 5,000,000 shares of the Company’s common stock at a price of $0.10 per share. The UAHC Note is secured by substantially all assets of the Company. The investor converted a total of $125,000 of principal and accrued interest of this note into 29,543,067 shares of the Company’s common stock and was repaid $50,000 by the Company during the year ended December 31, 2019. This note was amended on October 12, 2020 (see Note 11).			619,490				619,490
Convertible note payable to investor (the “Iliad Note”) dated November 5, 2018 totaling $500,000, plus OID of $225,000 and legal fees of $20,000. The Iliad Note bears interest at 10% and matures on November 5, 2020. Total available under note is $5,520,000, including $500,000 OID (and $20,000 in legal fees applied to the first $500,000 tranche). The Iliad Note is convertible into shares of the Company’s common stock after 180 days at a discount of 35% of the average of the three lowest closing bid prices of the Company’s common stock during the 20 trading days prior to conversion. The Company borrowed $1,925,000 (including OID of $175,000) under this note during the year ended December 31, 2019. The investor converted a total of $215,000 of principal and accrued interest of this note into 72,648,022 shares of the Company’s common stock during the nine months ended September 30, 2020.  The Iliad Note is secured by substantially all assets of the Company. This note was amended on October 12, 2020 (see Note 11).			2,280,000				2,495,000
Convertible note payable to investor (the “GSC Note”) dated March 11, 2020 totaling $320,500, plus OID of $30,000 and legal fees of $9,500. The GSC Note bears interest at 10% and matures on March 6, 2021. Total available under note is $1,440,000, including $120,000 OID (and $9,500 in legal fees taken on first $320,500 tranche). The GSC Note is convertible into shares of the Company’s common stock at any time at a discount of 25% of the lowest closing bid price of the Company’s common stock during the 10 trading days prior to conversion. The investor converted a total of $31,521 of principal and accrued interest of this note into 14,131,355 shares of the Company’s common stock during the nine months ended September 30, 2020.			330,000				-
Convertible note payable with an accredited investor dated October 31, 2016, with interest at 0%, due October 31, 2017, convertible at $0.007 per share. This note is currently in default.		$	10,500			$	10,500
Total convertible notes payable			3,239,990				3,225,225
Less debt discounts			(388,940	)			(1,154,327	)
Convertible notes payable, net			2,851,050				2,070,898
Less current portion of convertible notes, net			(840,500	)			(2,070,898	)
Long-term convertible notes payable, net		$	2,010,550			$	-

  

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Aggregate maturities of long-term debt as of September 30, 2020 are due in future years as follows:

 

2021		$	840,500
2022			600,000
2023			600,000
2024			600,000
2025			599,490
		$	3,239,990

  

Accrued interest on the above notes payable totaled $473,200 and $227,352 as of September 30, 2020 and December 31, 2019, respectively. Interest expense for the above notes payable for the nine months ended September 30, 2020 and 2019 was $249,033 and $274,711, respectively. Total amortization of debt discounts was $1,789,688 and $1,322,297 for the nine months ended September 30, 2020 and 2019, respectively.

 

Short-term Notes Payable

 

In May 2020, the Company received total loan proceeds of $332,737 under the SBA’s Paycheck Protection Program (“PPP”) and is included in short-term notes payable as of September 30, 2020. The two PPP loans include a promissory note with SDS with principal of $312,300, due May 7, 2022, and a promissory note with Singlepoint with principal of $20,437, due in 18 monthly installments beginning December 12, 2020.  Both PPP loans bear interest at 1%.  Under the PPP loan terms, the Company may apply (and plans to apply) for forgiveness of the PPP loans. 

 

Long-term Note Payable

 

In July 2020, the Company received loan proceeds of $150,000 under the SBA’s Economic Injury Disaster Loan program (“EIDL”).  The EIDL dated May 22, 2020, bears interest at 3.75%, has a 30-year term, is secured by substantially all assets of the Company, and is due in monthly installments of $731 beginning July 1, 2021.

 

NOTE 5 – OBLIGATIONS UNDER CAPITAL LEASE

 

The Company leases approximately 1,400 square feet of office space at 2999 North 44th Street, Phoenix, Arizona 85018 through January 31, 2023 at a monthly base rent of $3,270 through January 2020, increasing to $3,618, $3,688 and to $3,758 per month beginning February 2020, February 2021 and February 2022, respectively.

 

On July 2, 2019, the Company executed a lease agreement for an industrial building space in California for 24 months at base rent of $2,400 per month through June 30, 2021.

 

The above leases are classified as capital leases under ASC 842 which the Company adopted in 2019. The following is a summary of property held under these capital leases at September 30, 2020 and December 31, 2019:

 

		September 30,				December 31,
		2020				2019
Office and warehouse facilities		$	224,037			$	224,037
Accumulated amortization			(130,429	)			(87,106	)
Total		$	93,608			$	136,931

 

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Future maturities of obligations under capital leases are as follows:

 

Twelve months ending September 30,
2021		$	65,577
2022			44,812
2023			15,029
Total minimum lease payments			125,418
Amounts representing interest			(11,209	)
		$	114,209

 

NOTE 6 - DERIVATIVE LIABILITY

 

Derivative Liability- Debt

 

The fair value of the described embedded derivative on all convertible debt was valued at $3,233,650 and $2,813,150 at September 30, 2020 and December 31, 2019, respectively, which was determined using the Black Scholes Pricing Model with the following assumptions:

 

Dividend yields			0%
Term			0 – 2.0 year
Volatility			79.7%–107.0%
Risk free rate:			0.12–1.59%

 

The Company adjusted the recorded fair value of the derivative liability on debt to market resulting in non-cash, non-operating gain of $183,199 and loss of $1,617,074 for the nine months ended September 30, 2020 and 2019, respectively.

 

Note 2 contains a summary of changes in fair value of the Company’s Level 3 financial liabilities as of September 30, 2020. 

 

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NOTE 7 - STOCKHOLDERS’ DEFICIT

 

On January 30, 2020, the Company amended its Articles of Incorporation and authorized 5,000,000,000 shares of common stock (previously 2,000,000,000 shares) and 100,000,000 shares of preferred stock (previously 60,000,000 shares), of which 60,000,000 shares are designated as Class A Convertible Preferred Stock and 40,000,000 shares of preferred stock remain undesignated. The Company has retroactively reflected this amendment as of December 31, 2019.

 

Class A Convertible Preferred Shares

 

As of September 30, 2020 and December 31, 2019, the Company had authorized 100,000,000 shares, respectively, of preferred stock, $0.0001 per value per share, of which 60,000,000 shares are designated as Series A Convertible Preferred Stock (“Class A Stock”) with $0.0001 par value per share, of which 52,600,000 and 54,200,000 shares were issued and outstanding as of September 30, 2020 and December 31, 2019, respectively. As of September 30, 2020 and December 31, 2019, a total of 40,000,000 shares of preferred stock remain undesignated and unissued.

 

Each share of Class A Stock is convertible at any time into 25 shares of common stock, totaling 1,355,000,000 shares of common stock assuming full conversion of all outstanding shares. No dividends are payable unless declared by the Board of Directors. Each share of Class A Stock votes with the shares of Common Stock and is entitled to 50 votes per share and ranks senior to all other classes of stock in liquidation in the amount of $1 per share. 

 

In April 2020, the President of the Company converted 1,600,000 shares of Class A stock for 40,000,0000 shares of the Company’s common stock.

 

Common Shares

 

As of September 30, 2020, the Company’s authorized common stock was 5,000,000,000 shares, at $0.0001 par value per share, with 1,943,081,280 and 1,698,279,820 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively.

 

Equity Financing Agreement  

 

On April 21, 2020, the Company entered an Equity Financing Agreement (the “Equity Financing Agreement”) and Registration Rights Agreement (the “Registration Rights Agreement”) with GHS Investments LLC (“GHS”).  Pursuant to the Equity Financing Agreement GHS agreed to purchase up to $7,000,000 in shares of the Company’s common stock, from time to time over the course of twenty-four (24) months after effectiveness of a registration statement on Form S-1 (the “Registration Statement”) of the underlying shares of Common Stock (the “Contract Period”).  The Registration Statement was declared effective on July 29, 2020 at which time the Company was authorized to direct GHS to purchase shares of Common Stock of the Company.

 

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 shares of Common Stock contained in a Put shall be 80% percent of the lowest volume weighted average price (VWAP) of the Company’s Common Stock for ten (10) consecutive trading days preceding the Put.  No Put will be made in an amount less than $25,000 or greater than $500,000. In no event is the Company entitled to make a Put or is Investor be entitled to purchase that number of shares of Common Stock of the Company, which when added to the sum of the number of shares of Common Stock beneficially owned, by GHS, would exceed 4.99% of the number of shares of Common Stock outstanding on such date.

 

The Equity Financing Agreement shall terminate upon any of the following events: when GHS has purchased an aggregate of $7,000,000 in the Common Stock of the Company pursuant to the Equity Financing Agreement;  on the Date that is twenty-four (24) calendar months from the date the Registration Statement is declared "Effective"; at such time that the Registration Statement is no longer in effect; by the Company at any time, after ninety (90) calendar days notice following the closing of any Put; or upon thirty (30) calendar days after written notice by the Company if no Put Notices have been delivered. Actual sales of shares of Common Stock to the Investor 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 net proceeds under the Equity Financing Agreement to the Company will depend on the frequency and prices at which the Company sells shares of its stock to GHS.

 

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Shares issued during the nine months ended September 30, 2020

 

In August and September, 2020, the Company issued a total of 70,987,570 shares of common stock to GHS at an aggregate price of $216,384 (or $0.0030 per share) under the initial Put notices issued by the Company under the Equity Financing Agreement.

 

During the nine months ended September 30, 2020, the Company issued an aggregate of 118,813,890 shares of common stock to investors for the conversion of a total of $325,217 of convertible debt and accrued interest.

 

On January 13, 2020, the Company issued 10,000,000 shares of common stock to a consultant for services with a fair value of $88,000, or $0.0088 per share.

 

On March 12, 2020, the Company issued 5,000,000 shares of common stock to a consultant for services with a fair value of $30,000, or $0.0060 per share.   

 

NOTE 8 - RELATED PARTY TRANSACTIONS

 

Accrued Officer Compensation

 

As of September 30, 2020 and December 31, 2019, a total of $905,230 and $588,611, respectively, was accrued for unpaid officer wages due the Company’s CEO, CFO and President under their respective employment agreements.

 

Other

 

The Company’s CEO has advanced the Company funds since 2017, with a balance due of $1,090,700 and $735,000, respectively, plus accrued interest of $182,195 and $96,273 as of September 30, 2020 and December 31, 2019, respectively. These balances accrue interest at 12% beginning on October 1, 2018, are unsecured and due on demand. Total interest expense on the advances totaled $85,922 and $74,910 for the nine months ended September 30, 2020 and 2019, respectively.

 

As of September 30, 2020 and December 31, 2019, a total of $0 and $16,619, respectively, was due our CEO and our President and is included in accounts payable. 

 

As of September 30, 2020 and December 31, 2019, a total of $13,192 and $15,222, respectively, was due to the founder of DIGS for advances to DIGS.

 

As of September 30, 2020 and December 31, 2019, a total of $0 and $2,892, respectively, was due the founder of DIGS and is included in accounts payable.

 

In March 2020, the board of directors authorized the conversion of amounts payable to the Company’s officers to the Company’s common stock. The amounts are convertible at the option of the officer at a conversion price of $0.01 per share.  As of the date of this report, no officer has converted any monies owed into shares of the Company’s common stock.

 

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NOTE 9 – COMMITMENTS AND CONTINGENCIES

 

Employment Agreements

 

In May 2018 the Company entered into an employment agreement with Mr. Greg Lambrecht. The agreement provided that Mr. Lambrecht would serve as CEO and CFO of the Company for a term of three years at an annual salary of $220,000, and an incentive bonus as determined by the board of directors. The agreement shall automatically be renewed for additional three-year periods unless either party has provided written termination of this Agreement at least 90 days prior to the expiration of such term.  Greg Lambrecht resigned as CFO of the Company in January 2020. If employment is terminated as a result of his death or Disability (as defined in the agreement), the Company shall pay, his Base Salary (as defined in the agreement) and any accrued but unpaid Bonus (as defined in the agreement) and expense reimbursement amounts through the date of his Death or Disability and a lump sum payment equal to two years of Base Salary (at the time his Death or Disability occurs) within 30 days of his Death or Disability. In the event the Company does not have the cash flow to pay such amount within 30 days as set forth above, the Company may make such payments over 12 equal monthly installments. If employment is terminated by the Board of Directors of the Company for Cause (as defined in the agreement), then the Company shall pay his Base Salary through the date of his termination and there shall be no further entitlement to any other compensation or benefits from the Company. If employment is terminated by the Company (or its successor) upon the occurrence of a Change of Control (as defined in the agreement) or within six (6) months thereafter, the Company (or its successor, as applicable) shall (i) continue to pay to his Base Salary for a period of thirty six (36) months following such termination, (ii) pay any accrued and any earned but unpaid Bonus, (iv) pay the Executive the Bonus he would have earned had he remained with the Company for six (6) months from the date which such termination occurs, (iv) pay expense reimbursement amounts through the date of termination. While the Company does not currently have a stock option plan, if one is created in the future and options are granted to Mr. Lambrecht, all such Stock Options that have not vested as of the date of such termination shall be accelerated and deemed to have vested as of such termination date and shall remain exercisable for a period as outlined in the Company’s Stock Option program, and (v) Mr. Lambrecht shall be entitled to receive equivalent share issuances as any executive officer, management or director of the Company receives for a period of 36 months thereafter. If employment is terminated by Mr. Lambrecht for Good Reason (as defined in the agreement), or if this Agreement is not renewed, then the Company shall (i) pay a single lump sum cash payment within five business days of such termination equal to 18 times the then monthly Base Salary in effect regardless of when such termination occurs (provided, that in the event the Company does not have the cash flow to pay such amount within five business days as set forth above, the Company may make such payments over 12 equal monthly installments), and (ii) pay Executive the Bonus he would have earned had he remained with the Company for six (6) months from the date which such termination occurs, and (iii) pay Executive any expense reimbursement amounts owed, and payment for any unused vacation days, through the date of termination. All Stock Options that are scheduled to vest in the contract year of the date of such termination shall be accelerated and deemed to have vested as of the termination date. All Stock Options that have not vested (or deemed to have vested pursuant to the preceding sentence) shall be deemed expired, null and void. Any Stock Options that have vested as of the date of termination shall remain exercisable for a period as outlined in the Company’s Stock Option program.

 

In May 2018 the Company entered into an employment agreement with Mr. Ralston. The agreement provided that Mr. Ralston would serve as President of the Company for a term of three years at an annual salary of $100,000, and an incentive bonus as determined by the board of directors. The agreement shall automatically be renewed for additional three-year periods unless either party has provided written termination of this Agreement at least 90 days prior to the expiration of such term. If employment is terminated as a result of his death or Disability (as defined in the agreement), the Company shall pay, his Base Salary (as defined in the agreement) and any accrued but unpaid Bonus (as defined in the agreement) and expense reimbursement amounts through the date of his Death or Disability and a lump sum payment equal to two years of Base Salary (at the time his Death or Disability occurs) within 30 days of his Death or Disability. In the event the Company does not have the cash flow to pay such amount within 30 days as set forth above, the Company may make such payments over 12 equal monthly installments. If employment is terminated by the Board of Directors of the Company for Cause (as defined in the agreement), then the Company shall pay his Base Salary through the date of his termination and there shall be no further entitlement to any other compensation or benefits from the Company. If employment is terminated by the Company (or its successor) upon the occurrence of a Change of Control (as defined in the agreement) or within six (6) months thereafter, the Company (or its successor, as applicable) shall (i) continue to pay to his Base Salary for a period of thirty six (36) months following such termination, (ii) pay any accrued and any earned but unpaid Bonus, (iv) pay the Executive the Bonus he would have earned had he remained with the Company for six (6) months from the date which such termination occurs, (iv) pay expense reimbursement amounts through the date of termination. While the Company does not currently have a stock option plan, if one is created in the future and granted to Mr. Ralston, all such Stock Options that have not vested as of the date of such termination shall be accelerated and deemed to have vested as of such termination date and shall remain exercisable for a period as outlined in the Company’s Stock Option program, and (v) Mr. Ralston shall be entitled to receive equivalent share issuances as any executive officer, management or director of the Company receives for a period of 36 months thereafter. If employment is terminated by Mr. Ralston for Good Reason (as defined in the agreement), or if this Agreement is not renewed, then the Company shall (i) pay a single lump sum cash payment within five business days of such termination equal to 18 times the then monthly Base Salary in effect regardless of when such termination occurs (provided, that in the event the Company does not have the cash flow to pay such amount within five business days as set forth above, the Company may make such payments over 12 equal monthly installments), and (ii) pay Executive the Bonus he would have earned had he remained with the Company for six (6) months from the date which such termination occurs, and (iii) pay Executive any expense reimbursement amounts owed, and payment for any unused vacation days, through the date of termination. All Stock Options that are scheduled to vest in the contract year of the date of such termination shall be accelerated and deemed to have vested as of the termination date. All Stock Options that have not vested (or deemed to have vested pursuant to the preceding sentence) shall be deemed expired, null and void. Any Stock Options that have vested as of the date of termination shall remain exercisable for a period as outlined in the Company’s Stock Option program.

 

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In January 2020, the Company entered into an employment agreement with Corey Lambrecht to serve as the Chief Financial Officer of the Company effective January 1, 2020. The following is a summary of the material terms of the employment agreement (all capitalized terms not otherwise defined herein are defined in the employment agreement): term is for a period of one year; salary is $80,000 per year; if employment is terminated as a result of his death or Disability, the Company shall pay the Base Salary and any accrued but unpaid Bonus and expense reimbursement amounts through the date of his Death or Disability and a lump sum payment equal to $40,000 (at the time his Death or Disability occurs) within 30 days of his Death or Disability; If employment is terminated by the Board for Cause, then the Company shall pay the Base Salary and Bonus earned through the date of his termination; If employment is terminated upon the occurrence of a Change of Control or within six (6) months thereafter, the Company (or its successor, as applicable) shall (i) continue to pay to the Base Salary for a period of six (6) months following such termination, (ii) pay any accrued and any earned but unpaid Bonus, (iii) pay the Bonus he would have earned had he remained with the Company for six (6) months from the date which such termination occurs, and (iv) pay expense reimbursement amounts through the date of termination.

 

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.

 

Letter of Intent

 

On July 20, 2020, SDS entered into a letter of intent (the “Letter of Intent”) with Standard Eco LLC (“Standard Eco,” a developer and installer of grid tied solar electric systems).  Pursuant to the Letter of Intent SDS would acquire 51% of the interests of Standard Eco in exchange for $50,000 and shares of common stock of the Company (the “Shares”) valued at $515,000, based on the 10-day volume weighted average price of the common stock immediately preceding the closing date or dates defined in the definitive agreement.  The Letter of Intent provides: (i) that the holders of the Shares will agree to enter into voting agreements to vote along in concurrence with board of directors of the Company for a three-year period, (ii) 70% of the quarterly net profits (if any) to be distributed in accordance with ownership percentages within 45 days of the end of the quarter or when the financial statements for each quarter are prepared, (iii) 20% of the annual profit (if any) shall remain in the company for working capital or general corporate purposes, (iv) the remaining annual profit (if any) shall be distributed within 45 days of the end of the calendar year or when the annual financial statement are prepared, and (v) retain certain employees of Standard Eco for a period of at least two years. The closing of the transactions set forth in the Letter of Intent are contingent on satisfactory completion of due diligence, and entry into suitable definitive documentation.  

 

An agreement was finalized with the principals of Standard Eco on October 8, 2020.

 

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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,				Nine Months Ended September 30,
		2020				2019
Revenue by product/service lines:
Retail		$	55,937			$	124,067
Distribution			108,394				475,776
Services			2,331,297				1,570,280
Total		$	2,495,628			$	2,170,123
Revenue by subsidiary:
Singlepoint (parent company)		$	162,574			$	519,439
SDS			2,301,203				951,430
DIGS			31,851				115,045
Shield Saver			-				19,339
JAG			-				564,870
Total		$	2,495,628			$	2,170,123

 

Three customers represented approximately 78%, 23% and 12%, respectively, of the Company’s accounts receivable balance as of September 30, 2020.  Two customers represented approximately 70% and 17%, respectively, of the Company’s accounts receivable balance as of December 31, 2019.  No customer comprised more than 10% of the Company’s revenue for nine months ended September 30, 2020 or 2019.  

 

NOTE 11 - SUBSEQUENT EVENTS 

 

On October 1, 2020, the Company’s president advanced the Company $20,000, which was subsequently repaid.

 

On October 6, 2020, the Company received proceed of $61,943 for the sale of 29,136,204 common shares under the Equity Financing Agreement.

 

On October 8, 2020, an agreement was finalized with the principals of Standard Eco related to the Letter of Intent (see Note 9).

 

On October 9, 2020, the Company granted a total of 7,400,000 shares of the Company’s Class A Preferred Stock to five of the Company’s directors at an aggregate value of approximately $555,000.

 

On October 19, 2020, the Company received proceed of $57,464 for the sale of 27,066,574 common shares under the Equity Financing Agreement.  

 

On November 2, 2020, the Company received proceed of $129,228 for the sale of 54,261,750 common shares under the Equity Financing Agreement.  

 

In October 2020, the Company issued an aggregate of 214,112,511 shares of common stock for the conversion of an aggregate of $345,088 of principal and accrued interest related to three of the Company’s convertible notes payable.

 

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Convertible Note Amendment

 

On October 12, 2020, the Company entered into an Amendment to Secured Convertible Promissory Notes (this “Amendment”) with Iliad Research and Trading, L.P., (“Iliad”), and UAHC Ventures LLC (“UAHC Ventures”, and together with Iliad, “Lender”).

 

The Amendment provides for the amendment to certain terms contained in the following notes the Company issued: (1) Secured Convertible Promissory Note dated October 6, 2017 issued to UAHC Ventures in the original principal amount of $670,000 (“UAHC Note”), and (2) Secured Convertible Promissory Note dated November 5, 2018 issued to Iliad in the original principal amount of $5,520,000 (“Iliad Note”, and together with UAHC Note, the “Notes”).

 

The Maturity Date for each Note was extended until December 31, 2022.  The Lender agreed to refrain from making any conversion under the Notes subject to the terms, amendments, conditions and understandings expressed in this Amendment. Pursuant to the terms of the original notes with Iliad and UAHC Ventures the Company issued an aggregate of 180,000,000 shares of Common Stock (the “Conversion Shares”) which are to be held by the Lender pending compliance with the terms of the Amendment.

 

Pursuant to the Amendment the Company agreed that during the period beginning on October 1, 2020 and ending on January 31, 2021 (the “Volume Limitation Period”) Company will limit its sales of Conversion Shares to $25,000 in net proceeds per month. Subject to the terms, conditions and understandings contained in the Amendment, following the timely delivery of the Conversion Shares, Lender agreed that during the Volume Limitation Period: (a) it will not seek to convert any portion of the Outstanding Balance of either of the Notes into Common Stock; and (b) it will not sell any Conversion Shares that were not sold during the Volume Limitation Period (the “Standstill”). During the Volume Limitation Period, on the first day of each month (or within three (3) Trading Days of execution of this Agreement for the October payment), Company will make monthly cash payments to Lender in the amount of $25,000. Lender acknowledges that it has received $5,000 toward the October payment. Beginning on February 1, 2021 and continuing thereafter until the Note is paid in full, Company will make monthly cash payments to Lender in the amount of $50,000.

 

In the event Company fails to make any cash payment as and when required under the Note or the Amendment, notwithstanding the Standstill, the Volume Limitation Period, or anything else to the contrary in the Amendment, Lender shall be permitted to sell Conversion Shares (in addition to any other Conversion Shares it may sell in accordance with the terms of this Amendment) until its net proceeds (meaning the gross sales proceeds less all transfer agent fees, attorneys fees, and other costs Lender incurs in selling the Conversion Shares) are equal to the amount Company failed to pay to Lender when due, plus all applicable late fees, default interest, and other amounts that may have accrued on such unpaid amount pursuant to the Notes and the Amendment.

 

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

 

Overview

 

Singlepoint Inc. (hereinafter the “Company”, “Our”, “We” or “Us”) is a technology and acquisition company with a focus on acquiring companies that will benefit from the injection of growth capital and technology integration. Our portfolio companies include solar installation, mobile payments, hemp and ancillary cannabis services. We built our portfolio by acquiring an interest in undervalued companies, thereby providing a rich, diversified holding base. We acquire and work with key company management to grow successful candidate companies.

 

Plan of Operation

 

We are a company whose core subsidiaries include solar and hemp. We built our portfolio by acquiring undervalued companies, providing a rich, diversified holding base. The Company looks to acquire businesses and build brands based on technology solutions we believe will increase efficiencies across various markets.

 

Critical Accounting Policies

 

Our significant accounting policies are more fully described in the notes to our financial statements included herein for the period ended September 30, 2020.

 

New and Recently Adopted Accounting Pronouncements

 

Any new and recently adopted accounting pronouncements are more fully described in Note 2 to our financial statements included herein for the period ended September 30, 2020.

 

Results of Operations

 

Financial Condition and Changes in Financial Condition

 

Overall Operating Results:

 

Comparison of the Three Months Ended September 30, 2020 with the Three Months Ended September 30, 2019

 

Revenue. For the three months ended September 30, 2020, we generated revenues of $1,025,129 as compared to $1,050,374 for the three months ended September 30, 2019, which were consistent between periods.

 

Cost of Revenues. For the three months ended September 30, 2020 cost of revenue increased to $796,459 from $524,483 for the three months ended September 30, 2019. The increase was mainly due to reduced margins on services.

 

Consulting fees. For the three months ended September 30, 2020, consulting fees decreased to $75,477 from $367,599 for the three months ended September 30, 2019, primarily due to issuance of stock for consulting services of approximately $324,000 during the three months ended September 30, 2019. No such stock was issued during the three months ended September 30, 2020.

 

Investor Relations. For the three months ended September 30, 2020, investor relations expense increased to $25,816 from $2,000 for the three months ended September 30, 2019, primarily as a result of decreased use of investor relation services during the three months ended September 30, 2020.

 

General and Administrative Expenses. Our general and administrative expenses decreased to $651,341 for the three months ended September 30, 2020 from $753,229 for the three months ended September 30, 2019. The decrease was primarily a result of reduced sales and marketing costs.

 

Other Income (Expense). For the three months ended September 30, 2020, other expense was $235,960, compared to other income of $1,307,351 for the three months ended September 30, 2019. The decrease in other expense was primarily due to reduced amortization expense on debt discounts and an increase gain on change in fair value of derivative liability.

 

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Net Income (Loss). The Company’s net loss attributable to Singlepoint Inc stockholders was $763,445 compared to net income of $619,756 for the three months ended September 30, 2020 and 2019, respectively. The decrease in net loss was mainly due to the decrease in consulting fees, general and administrative expenses and other expense.

 

Comparison of the Nine months Ended September 30, 2020 with the Nine months Ended September 30, 2019

 

Revenue. For the nine months ended September 30, 2020, we generated revenues of $2,495,628 as compared to $2,170,123 for the nine months ended September 30, 2019. The increase of revenue was due primarily to the integration of SDS acquired in May 2019.

 

Cost of Revenues. For the nine months ended September 30, 2020, cost of revenue increased to $1,852,661 from $1,610,394 for the nine months ended September 30, 2019. The increase was mainly due to the increase in revenue from SDS acquired in May 2019.

 

Consulting fees. For the nine months ended September 30, 2020, consulting fees decreased to $249,414 from $529,100 for the nine months ended September 30, 2019, primarily due to decreased utilization of consultants during the nine months ended September 30, 2020.

 

Professional and Legal Fees. For the nine months ended September 30, 2020, professional and legal fees increased to $247,346 from $208,737 for the nine months ended September 30, 2019, primarily due to work related to our Registration Statement provided during the nine months ended September 30, 2020.

 

Investor Relations. For the nine months ended September 30, 2020, investor relations expense decreased to $88,968 from $150,227 for the nine months ended September 30, 2019, primarily as a result of decreased use of investor relations consultants.

   

General and Administrative Expenses. Our general and administrative expenses decreased to $2,031,870 for the nine months ended September 30, 2020 from $4,562,144 for the nine months ended September 30, 2019. The decrease was primarily a result of preferred stock issued for services of $3,100,000 issued during the three months ended September 30, 2019.

 

Other Income (Expense). For the nine months ended September 30, 2020, other expense was $2,003,406, compared to other expense of $3,268,880 for the nine months ended September 30, 2019. The decrease in other expense was primarily due to the gain on change in fair value of derivative liability of $183,199 compared to a loss of $1,617,074 for the three months ended September 30, 2020 and 2019, respectively.

   

Net Loss. The Company’s net loss attributable to Singlepoint Inc stockholders was $3,709,666 and $8,066,090 for the nine months ended September 30, 2020 and 2019, respectively. The decrease in net loss was mainly due to the decrease in general and administrative expenses, as well as the $1,617,074 loss on change in fair value of derivative liability incurred during the nine months ended September 30, 2019.

 

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Liquidity and Capital Resources

 

We are an early stage company and have generated insufficient revenue to date. We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

 

The Company had $42,361 in cash as of September 30, 2020. The Company has negative working capital of approximately $7 million, and total stockholders’ deficit of approximately $7 million as of September 30, 2020.  As of September 30, 2020, the Company has yet to achieve profitable operations, and while the Company hopes to achieve profitable operations in the future, if not it may need to raise capital from stockholders or other sources to sustain operations and to ultimately achieve viable operations. These factors 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 as its ability to raise capital. 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.

  

To continue operations for the next 12 months we will have a cash need of approximately $2.5 million. Should we not be able to fulfill our cash needs through the increase of revenue we will need to raise money through outside investors through convertible notes, debt or similar instrument(s), including but not limited to the current outstanding convertible notes. Except as mentioned above, the Company has no committed external source of funds, and there is no guarantee we would be able to raise such funds. 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.

 

Operating Activities

   

Cash used in operating activities – Net cash used in operating activities was $1,398,978 for the nine months ended September 30, 2020 primarily as a result of our net loss attributable to Singlepoint Inc stockholders of $3,709,666, offset partially by non-cash amortization of debt discounts of $1,789,688, loss on change in fair value of derivatives of $183,199 and accrued expenses of $648,042. Net cash used in operating activities for the nine months ended September 30, 2019 was $1,312,203, primarily as a result our net loss attributable to Singlepoint Inc stockholders of $8,066,090, partially offset by non-cash amortization of debt discounts of $1,322,297, loss on change in fair value of derivatives of $1,617,074, and preferred stock issued for services of $3,100,000.

 

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Investing Activities

 

Cash flow used in investing activities – The Company received cash of $25,000 for the return of an investment during the nine months ended September 30, 2020. 

 

Financing Activities

  

Cash flow from financing activities – During the nine months ended September 30, 2020, our financing activities provided cash of $1,306,211 primarily from proceeds from advances from related party of $355,000, proceeds from short-term notes payable of $332,737, proceed from sale of common stock of $216,384, and proceeds from the issuance of convertible notes of $320,500. During the nine months ended September 30, 2019, our financing activities provided cash of $1,537,484 primarily from proceeds from advances from related party of $138,445 and proceeds from the issuance of convertible notes of $1,500,000. 

 

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 30, 2020, 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 30, 2020. 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 30, 2020 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)

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 30, 2020, 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

 

Neither the Company nor its property is a party to any pending legal proceeding.

 

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

   

In August and September, 2020, the Company issued a total of 70,987,570 shares of common stock to GHS at an aggregate price of $216,384 (or $0.0030 per share) under the initial Put notices issued by the Company under the Equity Financing Agreement.

 

During the nine months ended September 30, 2020, the Company issued an aggregate of 118,813,890 shares of common stock to investors for the conversion of a total of $325,217 of convertible debt and accrued interest.

 

On January 13, 2020, the Company issued 10,000,000 shares of common stock to a consultant for services with a fair value of $88,000, or $0.0088 per share.

 

On March 12, 2020, the Company issued 5,000,000 shares of common stock to a consultant for services with a fair value of $30,000, or $0.0060 per share.   

 

In issuing the securities set forth above, we relied on the registration exemption provided for in Rule 506 of Regulation D and/or Section 4(a)(2) of the Securities Act of 1933, as amended.

 

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		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema
101.CAL		XBRL Taxonomy Extension Calculation Linkbase
101.DEF		XBRL Taxonomy Extension Definition Linkbase
101.LAB		XBRL Taxonomy Extension Label Linkbase
101.PRE		XBRL Taxonomy Extension Presentation Linkbase

________________

(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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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 16, 2020	By:	/s/ Gregory P. Lambrecht
		Gregory P. Lambrecht
		Chief Executive Officer, Director

   

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