Singlepoint Inc.(SING)

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Singlepoint Inc.(SING) - 2021 Q3 - Quarterly Report
2021-11-15 21:05
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, 2021 Commission File No. 000-53425 Singlepoint Inc. | | | Name of each exchange on which | | --- | --- | --- | | Title of each class | Trading Symbol | registered | | N/A | N/A | N/A | Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d ...
Singlepoint Inc.(SING) - 2021 Q2 - Quarterly Report
2021-08-16 21:11
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 June 30, 2021 Commission File No. 000-53425 Singlepoint Inc. (Name of small business issuer in its charter) (State or other jurisdiction of incorporation or organization) Nevada 26-1240905 (I.R.S. Employer Identification No.) 2999 North 44th Street Suite 530 Phoenix, AZ 85018 (Address of principal executive offi ...
Singlepoint Inc.(SING) - 2021 Q1 - Quarterly Report
2021-05-17 18:56
10-Q 1 sing_10q.htm FORM 10-Q 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 March 31, 2021 Commission File No. 000-53425 Singlepoint Inc. (Name of small business issuer in its charter) (State or other jurisdiction of incorporation or organization) Nevada 26-1240905 (I.R.S. Employer Identification No.) 2999 North 44th Street Suite 530 Phoenix, AZ 85018 (Addr ...
Singlepoint Inc.(SING) - 2020 Q4 - Annual Report
2021-04-15 18:30
[Preliminary Information](index=1&type=section&id=Preliminary%20Information) [Form 10-K Filing Details](index=1&type=section&id=Form%2010-K%20Filing%20Details) This section provides basic filing information for the Annual Report on Form 10-K for Singlepoint Inc - Singlepoint Inc filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2020[2](index=2&type=chunk) - As of April 12, 2021, the Company had **36,953,388 outstanding shares** of common stock[5](index=5&type=chunk) Company Status Indicators | Indicator | Status | | :--- | :--- | | Well-known seasoned issuer | No | | Required to file reports | Yes | | Filed all required reports | Yes | | Submitted Interactive Data File | Yes | | Large accelerated filer | No | | Accelerated filer | No | | Non-accelerated filer | No | | Smaller reporting company | Yes | | Emerging growth company | Yes | [Forward-Looking Statements](index=2&type=section&id=Forward-Looking%20Statements) This section serves as a cautionary note regarding forward-looking statements within the report - The report contains forward-looking statements about future financial position, business strategy, and objectives[6](index=6&type=chunk) - Actual results could differ from projections due to various risks including capital requirements, competition, and regulations[6](index=6&type=chunk) - The company assumes **no obligation to update** any forward-looking statements, except as required by law[6](index=6&type=chunk) [JOBS Act](index=2&type=section&id=JOBS%20Act) Singlepoint Inc qualifies as an 'emerging growth company' under the JOBS Act, allowing for reduced disclosure requirements - The Company qualifies as an **'emerging growth company'** under the JOBS Act of 2012[7](index=7&type=chunk) - As an emerging growth company, Singlepoint Inc can take advantage of reduced disclosure requirements[7](index=7&type=chunk)[9](index=9&type=chunk) - The Company intends to use the extended transition period for complying with new or revised accounting standards[9](index=9&type=chunk) [PART I](index=3&type=section&id=PART%20I) [Item 1. Business](index=3&type=section&id=Item%201.%20Business) Singlepoint Inc is a holding company focused on renewable energy solutions and energy-efficient applications - Singlepoint Inc focuses on renewable energy solutions and energy-efficient applications, with an initial focus on solar energy[14](index=14&type=chunk)[120](index=120&type=chunk) - The company's core subsidiaries as of December 31, 2020, are **Direct Solar America**, **Discount Indoor Garden Supply, Inc (DIGS)**, and **ShieldSaver, LLC**[14](index=14&type=chunk)[16](index=16&type=chunk)[18](index=18&type=chunk)[20](index=20&type=chunk)[120](index=120&type=chunk) - Direct Solar America operates as a solar brokerage, connecting homeowners with installation providers and financers[15](index=15&type=chunk)[16](index=16&type=chunk)[17](index=17&type=chunk) - ShieldSaver is a technology-focused automotive company tracking vehicle repairs and generating B2B leads[15](index=15&type=chunk)[18](index=18&type=chunk) - DIGS supplies hydroponic cultivation equipment and nutrients nationwide through an online store[15](index=15&type=chunk)[20](index=20&type=chunk) - SingleSeed is an online business providing domestically grown health, wealth, and lifestyle products via e-commerce[19](index=19&type=chunk) [Item 1A. Risk Factors.](index=4&type=section&id=Item%201A.%20Risk%20Factors.) The company faces significant risks from the COVID-19 pandemic, market competition, and financial instability - The **COVID-19 pandemic** has adversely affected the company's operations, with the full financial impact currently unquantifiable[21](index=21&type=chunk)[26](index=26&type=chunk) - The solar market is **highly competitive**, and the company's growth is vulnerable to demand fluctuations and rising costs[22](index=22&type=chunk) - The company's strategic shift to renewable energy may not yield anticipated growth if expenses are not managed[24](index=24&type=chunk) - Singlepoint Inc has a history of operating losses, raising **substantial doubt about its ability to continue as a going concern**[35](index=35&type=chunk)[39](index=39&type=chunk)[121](index=121&type=chunk) - Executive officers and directors hold a significant amount of Class A Convertible Preferred Stock, granting them **control over stockholder matters**[51](index=51&type=chunk) - Future capital raises through equity or convertible debt **will dilute existing stockholders**[38](index=38&type=chunk)[55](index=55&type=chunk) [Item 1B. Unresolved Staff Comments.](index=9&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments.) As a smaller reporting company, Singlepoint Inc is not required to provide this information - The Company is not required to provide information on unresolved staff comments as it is a 'smaller reporting company'[56](index=56&type=chunk) [Item 2. Properties.](index=9&type=section&id=Item%202.%20Properties.) Singlepoint Inc leases office space in Phoenix, AZ, and an industrial building in California - The Company leases approximately **1,400 square feet** of office space in Phoenix, AZ, through January 31, 2023[57](index=57&type=chunk) - An industrial building space in California is leased at **$2,400 per month**, with the lease expiring on June 30, 2021[58](index=58&type=chunk) [Item 3. Legal Proceedings.](index=9&type=section&id=Item%203.%20Legal%20Proceedings.) Neither Singlepoint Inc nor its property is currently involved in any pending material legal proceedings - Neither the Company nor its property is a party to any pending material legal proceeding[59](index=59&type=chunk) [Item 4. Mine Safety Disclosures.](index=9&type=section&id=Item%204.%20Mine%20Safety%20Disclosures.) Mine Safety Disclosures are not applicable to Singlepoint Inc's operations - Mine Safety Disclosures are not applicable[60](index=60&type=chunk) [PART II](index=9&type=section&id=PART%20II) [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.](index=9&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity,%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities.) The company's common stock trades on the Pink Sheets under 'SING' and has not paid cash dividends - The Company's Common Stock trades on the Pink Sheets under the symbol **'SING'**[62](index=62&type=chunk) - The Company has **never paid cash dividends** on its common stock and intends to retain future earnings for business development[65](index=65&type=chunk) Common Stock Bid Prices (High/Low) - Quarterly | Quarterly period | High ($) | Low ($) | | :--- | :--- | :--- | | **Fiscal year ended December 31, 2020:** | | | | First Quarter | 0.0130 | 0.0040 | | Second Quarter | 0.0074 | 0.0042 | | Third Quarter | 0.0054 | 0.0025 | | Fourth Quarter | 0.0057 | 0.0023 | | **Fiscal year ended December 31, 2019:** | | | | First Quarter | 0.0208 | 0.0195 | | Second Quarter | 0.0220 | 0.0187 | | Third Quarter | 0.0117 | 0.0112 | | Fourth Quarter | 0.0079 | 0.0072 | Shares Outstanding and Holders as of December 31, 2020 | Class of Stock | Shares Outstanding | Record Holders | | :--- | :--- | :--- | | Common Stock | 2,479,976,812 | ~190 | | Class A Convertible Preferred Stock | 60,000,000 | 8 | | Class B Convertible Preferred Stock | 408 | 1 | [Item 6. Selected Financial Data.](index=10&type=section&id=Item%206.%20Selected%20Financial%20Data.) As a 'smaller reporting company,' Singlepoint Inc is not required to provide selected financial data - The Company is not required to provide selected financial data as it is a 'smaller reporting company'[67](index=67&type=chunk) [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.](index=10&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations.) The company is shifting to renewable energy, experiencing decreased revenue but also a reduced net loss in 2020 [Plan of Operation](index=10&type=section&id=Plan%20of%20Operation) Singlepoint Inc is focused on renewable energy solutions with plans to divest non-renewable assets - The Company's plan of operation is focused on providing **renewable energy solutions** and energy-efficient applications[69](index=69&type=chunk) - The initial focus is on **solar energy**, with a commitment to building a foundation for future expansion[69](index=69&type=chunk) - The Company is actively pursuing strategic initiatives to sell, partner with, or spin-off non-renewable energy related assets[69](index=69&type=chunk) [Results from Operations – For the year ended December 31, 2020 as compared to December 31, 2019.](index=10&type=section&id=Results%20from%20Operations%20%E2%80%93%20For%20the%20year%20ended%20December%2031,%202020%20as%20compared%20to%20December%2031,%202019.) In 2020, net revenue decreased due to COVID-19, but a significant reduction in expenses led to a lower net loss - The decrease in net revenue was primarily due to the **COVID-19 pandemic**, which disrupted the traditional door-to-door sales model[70](index=70&type=chunk) - Operating expenses decreased significantly due to a **$3,111,304 reduction** in general and administrative expenses[74](index=74&type=chunk)[75](index=75&type=chunk) - Other expense decreased mainly due to a reduction in interest expense and amortization of debt discounts[76](index=76&type=chunk) Key Financial Results (2020 vs 2019) | Metric | 2020 ($) | 2019 ($) | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Net Revenue | 2,878,161 | 3,343,833 | (465,672) | -13.9% | | Cost of Revenue | 2,204,391 | 2,353,056 | (148,665) | -6.3% | | Gross Profit | 673,770 | 990,777 | (317,007) | -32.0% | | Operating Expenses | 3,972,882 | 6,455,236 | (2,482,354) | -38.4% | | Other Expense | 1,145,393 | 2,604,274 | (1,458,881) | -56.0% | | Net Loss | (4,444,505) | (8,068,733) | 3,624,228 | 44.9% | [Liquidity and Capital Resources](index=11&type=section&id=Liquidity%20and%20Capital%20Resources) The company has limited cash and negative working capital, raising substantial doubt about its ability to continue as a going concern - The Company has not achieved profitable operations and is dependent on raising capital, indicating **substantial doubt about its ability to continue as a going concern**[79](index=79&type=chunk)[121](index=121&type=chunk) - The Company projects a cash need of approximately **$2.0 million** for the next 12 months[80](index=80&type=chunk) - The CEO advanced funds to the Company, with a balance due of **$911,826** plus **$216,807** in accrued interest as of December 31, 2020[81](index=81&type=chunk) Liquidity and Capital Resources as of December 31, 2020 | Metric | Amount ($) | | :--- | :--- | | Total Assets | 2,915,680 | | Cash | 198,473 | | Accounts Receivable | 3,368 | | Prepaid Expenses | 4,834 | | Inventory | 63,456 | | Non-Current Assets | 2,645,549 | | Negative Working Capital | (5,646,208) | Cash Flow Summary (2020 vs 2019) | Cash Flow Activity | 2020 ($) | 2019 ($) | | :--- | :--- | :--- | | Net cash used in operating activities | (1,955,379) | (1,787,690) | | Net cash provided by investing activities | 25,000 | - | | Net cash provided by financing activities | 2,018,724 | 1,829,037 | | Net Change in Cash | 88,345 | 41,347 | | Cash at end of year | 198,473 | 110,128 | [Critical Accounting Policies](index=12&type=section&id=Critical%20Accounting%20Policies) The company's critical accounting policies involve significant management estimates for loss contingencies and income taxes - Preparation of financial statements requires management to make estimates and assumptions, particularly for **loss contingencies and income taxes**[87](index=87&type=chunk)[88](index=88&type=chunk)[89](index=89&type=chunk) - The Company accrues estimated loss contingencies when a loss is probable and estimable[88](index=88&type=chunk) - A **full valuation allowance** is provided for deferred tax assets due to uncertainty of realization[89](index=89&type=chunk)[136](index=136&type=chunk) [Recent Accounting Pronouncements](index=12&type=section&id=Recent%20Accounting%20Pronouncements) The company adopted new accounting standards for revenue and leases with minimal to moderate impact - The Company adopted ASU No 2014-09, Revenue from Contracts with Customers (Topic 606), with **no material impact**[92](index=92&type=chunk) - ASU No 2016-02, Leases (Topic 842), was adopted on January 1, 2019, resulting in a **$14,000 charge** to general and administrative expense[149](index=149&type=chunk) [Subsequent Events](index=12&type=section&id=Subsequent%20Events) No subsequent events requiring recognition or disclosure were identified other than those detailed in Note 12 - No subsequent events required recognition or disclosure other than those described in Note 12[151](index=151&type=chunk) [Item 7A. Quantitative and Qualitative Disclosures About Market Risk.](index=12&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk.) As a 'smaller reporting company,' Singlepoint Inc is not required to provide these disclosures - The Company is not required to provide quantitative and qualitative disclosures about market risk as it is a 'smaller reporting company'[94](index=94&type=chunk) [Item 8. Financial Statements and Supplementary Data.](index=12&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data.) This section presents the audited consolidated financial statements for 2020 and 2019 [Index to Financial Statements](index=12&type=section&id=Index%20to%20Financial%20Statements) The index lists the audited consolidated financial statements included in the report - The financial statements include Consolidated Balance Sheets, Statements of Operations, Stockholders' Deficit, Cash Flows, and Notes[95](index=95&type=chunk)[97](index=97&type=chunk) [Report of Independent Registered Public Accounting Firm](index=13&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) The independent auditor issued an unqualified opinion but highlighted substantial doubt about the company's ability to continue as a going concern - The independent auditor issued an **unqualified opinion**, stating the financial statements present fairly the consolidated financial position[98](index=98&type=chunk) - An explanatory paragraph highlights **substantial doubt about the Company's ability to continue as a going concern** due to recurring losses[99](index=99&type=chunk) - The Company is not required to have, nor was the auditor engaged to perform, an audit of its internal control over financial reporting[101](index=101&type=chunk) [Consolidated Balance Sheets](index=13&type=section&id=Consolidated%20Balance%20Sheets) The balance sheets show a slight increase in total assets and a decrease in total liabilities in 2020 - Current assets increased slightly from $258,446 in 2019 to **$270,131 in 2020**, primarily driven by an increase in cash[105](index=105&type=chunk) - Total current liabilities decreased from $6,832,376 in 2019 to **$5,916,339 in 2020**, largely due to the elimination of derivative liability[106](index=106&type=chunk) Consolidated Balance Sheet Summary | Item | December 31, 2020 ($) | December 31, 2019 ($) | | :--- | :--- | :--- | | **ASSETS** | | | | Total Current Assets | 270,131 | 258,446 | | Total Non-Current Assets | 2,645,549 | 2,163,271 | | **Total Assets** | **2,915,680** | **2,421,717** | | **LIABILITIES** | | | | Total Current Liabilities | 5,916,339 | 6,832,376 | | Total Long-Term Liabilities | 197,517 | 98,881 | | **Total Liabilities** | **6,113,856** | **6,931,257** | | **STOCKHOLDERS' DEFICIT** | **(3,198,176)** | **(4,509,540)** | [Consolidated Statements of Operations](index=14&type=section&id=Consolidated%20Statements%20of%20Operations) The statements reflect decreased revenue in 2020, but a significant reduction in expenses led to a substantially lower net loss - Net revenue decreased by **$465,672 (13.9%)** from 2019 to 2020, primarily due to the COVID-19 pandemic's impact on sales[108](index=108&type=chunk)[70](index=70&type=chunk) - Operating expenses decreased by **$2,482,354 (38.4%)** in 2020, mainly due to a reduction in general and administrative expenses[109](index=109&type=chunk)[74](index=74&type=chunk) - Net loss attributable to Singlepoint Inc stockholders improved significantly, decreasing from **$(7,905,732) in 2019 to $(4,033,717) in 2020**[109](index=109&type=chunk)[77](index=77&type=chunk) Consolidated Statements of Operations Summary | Item | Year Ended Dec 31, 2020 ($) | Year Ended Dec 31, 2019 ($) | | :--- | :--- | :--- | | REVENUE | 2,878,161 | 3,343,833 | | Cost of Revenue | 2,204,391 | 2,353,056 | | Gross profit | 673,770 | 990,777 | | OPERATING EXPENSES | 3,972,882 | 6,455,236 | | LOSS FROM OPERATIONS | (3,299,112) | (5,464,459) | | OTHER INCOME (EXPENSE) | (1,145,393) | (2,604,274) | | INCOME (LOSS) BEFORE INCOME TAXES | (4,444,505) | (8,068,733) | | NET INCOME (LOSS) | (4,444,505) | (8,068,733) | | NET INCOME (LOSS) ATTRIBUTABLE TO SINGLEPOINT INC STOCKHOLDERS | (4,033,717) | (7,905,732) | | Net income (loss) per share - basic | (0.00) | (0.01) | [Consolidated Statements of Stockholders' Deficit](index=15&type=section&id=Consolidated%20Statements%20of%20Stockholders'%20Deficit) The statements detail changes in equity, showing an increase in paid-in capital and a reduction in the total stockholders' deficit - The accumulated deficit increased from $(76,752,170) in 2019 to **$(80,785,887) in 2020**, reflecting ongoing net losses[106](index=106&type=chunk) - Additional paid-in capital increased significantly from $72,210,393 in 2019 to **$77,887,513 in 2020**[106](index=106&type=chunk)[112](index=112&type=chunk) Stockholders' Deficit Summary | Item | December 31, 2020 ($) | December 31, 2019 ($) | | :--- | :--- | :--- | | Class A convertible preferred stock | 6,000 | 5,420 | | Common stock | 247,997 | 169,828 | | Additional paid-in capital | 77,887,513 | 72,210,393 | | Accumulated deficit | (80,785,887) | (76,752,170) | | Total Singlepoint Inc stockholders' deficit | (2,644,377) | (4,366,529) | | Non-controlling interest | (553,799) | (143,011) | | Total Stockholders' Deficit | (3,198,176) | (4,509,540) | [Consolidated Statements of Cash Flows](index=17&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) The statements show continued cash use in operations, offset by cash provided by financing activities - Net cash used in operating activities increased from $(1,787,690) in 2019 to **$(1,955,379) in 2020**[115](index=115&type=chunk)[84](index=84&type=chunk) - Net cash provided by financing activities increased from $1,829,037 in 2019 to **$2,018,724 in 2020**[115](index=115&type=chunk)[87](index=87&type=chunk) Consolidated Statements of Cash Flows Summary | Cash Flow Activity | Year Ended Dec 31, 2020 ($) | Year Ended Dec 31, 2019 ($) | | :--- | :--- | :--- | | Net cash used in operating activities | (1,955,379) | (1,787,690) | | Net cash provided by investing activities | 25,000 | - | | Net cash provided by financing activities | 2,018,724 | 1,829,037 | | Net Change in Cash | 88,345 | 41,347 | | Cash at end of period | 198,473 | 110,128 | Non-Cash Investing and Financing Activities (2020 vs 2019) | Non-Cash Activity | 2020 ($) | 2019 ($) | | :--- | :--- | :--- | | Common stock issued for accrued interest | 15,420 | 108,828 | | Common stock issued to acquire subsidiary | - | 1,966,341 | | Original issue discount from issuance of notes payable | 39,500 | 175,000 | | Common stock issued for conversion of debt and accrued interest | 778,657 | 569,500 | | Recognition of debt discount attributable to derivative liability | 984,801 | 1,500,000 | | Derivative liability settlements | 3,052,437 | 1,506,513 | | 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 | 1,133,238 | 1,954,759 | | Day one recognition of ROU asset and lease liability | - | 181,692 | | Investment in Jacksam for reduction of advances from related party | 218,874 | - | | Derivative liability in excess of face value | 149,213 | - | [Notes to Consolidated Financial Statements](index=18&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes provide detailed explanations of the company's accounting policies and significant transactions [NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS](index=18&type=section&id=NOTE%201%20-%20ORGANIZATION%20AND%20NATURE%20OF%20BUSINESS) Singlepoint Inc is focused on renewable energy, and its recurring losses raise substantial doubt about its ability to continue as a going concern - Singlepoint Inc was formed on October 15, 2007, and changed its name on July 1, 2013[119](index=119&type=chunk) - The Company's business focuses on **renewable energy solutions** and energy-efficient applications[120](index=120&type=chunk) - As of December 31, 2020, subsidiaries include **Direct Solar America (51%)**, **Discount Indoor Garden Supply, Inc (DIGS, 90%)**, and **ShieldSaver, LLC (51%)**[120](index=120&type=chunk) - The Company has not achieved profitable operations, which raises **substantial doubt about its ability to continue as a going concern**[121](index=121&type=chunk)[122](index=122&type=chunk) [NOTE 2 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=18&type=section&id=NOTE%202%20-%20BASIS%20OF%20PRESENTATION%20AND%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note outlines the basis for the consolidated financial statements, including key accounting policies - Consolidated financial statements include Singlepoint, DIGS, Direct Solar America, and ShieldSaver[124](index=124&type=chunk)[125](index=125&type=chunk) - Revenue is recognized under **ASC 606** using a five-step analysis, disaggregated into Retail Sales, Distribution, and Services Revenue[126](index=126&type=chunk)[127](index=127&type=chunk)[128](index=128&type=chunk)[129](index=129&type=chunk)[130](index=130&type=chunk) - The Company evaluates conversion options in convertible instruments under **ASC 815**, potentially classifying them as derivative financial instruments[135](index=135&type=chunk) - Fair value measurements are categorized into Level 1, 2, or 3, with derivative liabilities valued as **Level 3 instruments**[140](index=140&type=chunk)[141](index=141&type=chunk)[144](index=144&type=chunk)[145](index=145&type=chunk)[146](index=146&type=chunk) - The adoption of ASU No 2016-02 (Leases) on January 1, 2019, resulted in a **$14,000 charge** to general and administrative expense[149](index=149&type=chunk) [NOTE 3 – INVESTMENTS, ACQUISITIONS, GOODWILL AND INTANGIBLE ASSETS](index=22&type=section&id=NOTE%203%20%E2%80%93%20INVESTMENTS,%20ACQUISITIONS,%20GOODWILL%20AND%20INTANGIBLE%20ASSETS) This note details the company's investments, acquisitions, and resulting goodwill and intangible assets - In May 2019, the Company acquired assets of Direct Solar LLC and AI Live Transfers LLC, issuing **156,058,751 shares** of common stock valued at **$1,966,340**[154](index=154&type=chunk)[155](index=155&type=chunk) - Goodwill is reviewed annually for impairment using a discounted cash flow methodology, with **no impairment indicators found in 2020**[157](index=157&type=chunk)[158](index=158&type=chunk) - An adjustment in 2020 decreased goodwill and increased intangible assets by **$72,600**[159](index=159&type=chunk) Investments Summary | Investment Type | December 31, 2020 ($) | December 31, 2019 ($) | | :--- | :--- | :--- | | Cost Method | 35,000 | 60,000 | | Fair Value Method | 588,637 | 0 | Acquisition Purchase Price Allocation | Item | Amount ($) | | :--- | :--- | | Intangible assets | 72,600 | | Goodwill | 1,893,740 | | Total net assets acquired | 1,966,340 | [NOTE 4 - CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE](index=23&type=section&id=NOTE%204%20-%20CONVERTIBLE%20NOTES%20PAYABLE%20AND%20NOTES%20PAYABLE) This note details the company's convertible notes and loans from the SBA's PPP and EIDL programs - Accrued interest on notes payable totaled **$518,366 in 2020** and $227,352 in 2019[163](index=163&type=chunk) - The Company received **$332,737 in PPP loans** in May 2020, bearing 1% interest[164](index=164&type=chunk) - A **$150,000 EIDL loan** was received in May 2020, bearing 3.75% interest over 30 years[165](index=165&type=chunk) Convertible Notes Payable Summary | Note Type | December 31, 2020 ($) | December 31, 2019 ($) | | :--- | :--- | :--- | | CVP Note | - | 100,235 | | UAHC Note | 581,723 | 619,490 | | Iliad Note | 1,842,003 | 2,495,000 | | GSC Note | - | - | | Accredited Investor Note | 10,500 | 10,500 | | Total Convertible Notes Payable | 2,434,226 | 3,225,225 | | Less Debt Discounts | - | (1,154,327) | | Convertible Notes Payable, Net | 2,434,226 | 2,070,898 | [NOTE 5 – OBLIGATIONS UNDER CAPITAL LEASE](index=24&type=section&id=NOTE%205%20%E2%80%93%20OBLIGATIONS%20UNDER%20CAPITAL%20LEASE) The company has capital lease obligations for its office and warehouse facilities extending through 2023 - The Company leases office and warehouse facilities under capital leases, with leases extending to **January 2023** and **June 2021**[166](index=166&type=chunk)[167](index=167&type=chunk) Property Held Under Capital Leases (Net Book Value) | Item | December 31, 2020 ($) | December 31, 2019 ($) | | :--- | :--- | :--- | | Office and warehouse facilities | 224,037 | 224,037 | | Accumulated amortization | (144,870) | (87,106) | | Total | 79,167 | 136,931 | Future Maturities of Capital Lease Obligations | Twelve months ending December 31, | Amount ($) | | :--- | :--- | | 2021 | 58,585 | | 2022 | 45,020 | | 2023 | 3,758 | | Total minimum lease payments | 107,363 | | Amounts representing interest | (8,481) | | Net obligation | 98,882 | [NOTE 6 - DERIVATIVE LIABILITY](index=25&type=section&id=NOTE%206%20-%20DERIVATIVE%20LIABILITY) The fair value of the embedded derivative on convertible debt was reduced to $0 as of December 31, 2020 - The fair value of the embedded derivative on convertible debt was **$0 as of December 31, 2020**, down from $2,813,150 at December 31, 2019[169](index=169&type=chunk) - This change in fair value resulted in a non-cash, non-operating **gain of $744,738** for the year ended December 31, 2020[169](index=169&type=chunk) Changes in Fair Value of Level 3 Financial Liabilities (Derivative Liability) | Item | Amount ($) | | :--- | :--- | | Balance, December 31, 2019 | 2,813,150 | | Additions recognized as debt discount | 984,801 | | Derivative liability settlements | (3,053,213) | | Mark-to-market at December 31, 2020 | (744,738) | | Balance, December 31, 2020 | 0 | [NOTE 7 - STOCKHOLDERS' DEFICIT](index=25&type=section&id=NOTE%207%20-%20STOCKHOLDERS'%20DEFICIT) The company amended its Articles of Incorporation to increase authorized stock and issued significant shares in 2020 - On January 30, 2020, the Company amended its Articles of Incorporation to authorize **5,000,000,000 shares of common stock**[171](index=171&type=chunk) - As of December 31, 2020, **60,000,000 Class A Convertible Preferred Shares** were outstanding[173](index=173&type=chunk)[174](index=174&type=chunk) - In 2020, the Company issued **320,000,000 common shares** to GHS Investments LLC for $812,576[180](index=180&type=chunk) - An aggregate of **391,696,992 common shares** were issued for the conversion of $778,657 of convertible debt and accrued interest in 2020[180](index=180&type=chunk) - **7,400,000 shares of Class A Preferred Stock** were issued to five directors for services in October 2020, valued at $555,000[181](index=181&type=chunk) [NOTE 8 - RELATED PARTY TRANSACTIONS](index=27&type=section&id=NOTE%208%20-%20RELATED%20PARTY%20TRANSACTIONS) This note details significant transactions with related parties, including officer compensation and advances from the CEO - In November 2020, **$218,874 of debt owed to the CEO** was extinguished by the sale of 1,075,527 shares of Jacksam Corporation common stock[185](index=185&type=chunk) - The board authorized the conversion of amounts payable to officers into common stock at **$0.01 per share**[187](index=187&type=chunk) Accrued Officer Compensation | Item | December 31, 2020 ($) | December 31, 2019 ($) | | :--- | :--- | :--- | | Unpaid officer wages | 1,005,230 | 588,611 | Advances from CEO | Item | December 31, 2020 ($) | December 31, 2019 ($) | | :--- | :--- | :--- | | Balance due | 911,826 | 735,000 | | Accrued interest (12%) | 216,807 | 96,273 | [NOTE 9 – COMMITMENTS AND CONTINGENCIES](index=27&type=section&id=NOTE%209%20%E2%80%93%20COMMITMENTS%20AND%20CONTINGENCIES) This note details employment agreements for key executives and a joint venture agreement with Standard Eco LLC - Employment agreements for key executives detail compensation, benefits, and severance provisions[188](index=188&type=chunk)[189](index=189&type=chunk)[191](index=191&type=chunk)[233](index=233&type=chunk)[236](index=236&type=chunk)[238](index=238&type=chunk) - The **2019 Equity Incentive Plan** was adopted, but no awards have been issued under it as of the report date[192](index=192&type=chunk)[252](index=252&type=chunk) - Direct Solar America and Standard Eco LLC agreed to form new joint venture entities, with Direct Solar America holding **51% ownership**[193](index=193&type=chunk)[195](index=195&type=chunk) [NOTE 10 - REVENUE CLASSES AND CONCENTRATIONS](index=28&type=section&id=NOTE%2010%20-%20REVENUE%20CLASSES%20AND%20CONCENTRATIONS) This note disaggregates revenue by product line and subsidiary and highlights significant customer concentration - In 2020, two customers accounted for approximately **35% and 26%** of the Company's revenue, respectively[196](index=196&type=chunk) Revenue by Product/Service Lines (2020 vs 2019) | Product/Service Line | 2020 ($) | 2019 ($) | | :--- | :--- | :--- | | Retail | 85,428 | 158,903 | | Distribution | 138,809 | 521,013 | | Services | 2,653,924 | 2,663,917 | | Total | 2,878,161 | 3,343,833 | Revenue by Subsidiary (2020 vs 2019) | Subsidiary | 2020 ($) | 2019 ($) | | :--- | :--- | :--- | | Singlepoint (parent company) | 184,561 | 576,499 | | Direct Solar America | 2,653,924 | 2,031,743 | | DIGS | 39,676 | 151,381 | | Shield Saver | - | 19,339 | | JAG | - | 564,870 | | Total | 2,878,161 | 3,343,833 | [NOTE 11 – INCOME TAXES](index=29&type=section&id=NOTE%2011%20%E2%80%93%20INCOME%20TAXES) This note details the company's income tax components, including a 0% effective tax rate and significant NOL carryforwards - The Company has approximately **$9,700,000 in federal net operating losses (NOLs)** as of December 31, 2020, subject to IRC Section 382 limitations[197](index=197&type=chunk) Income Tax Expense Components (2020 vs 2019) | Item | 2020 | 2019 | | :--- | :--- | :--- | | Federal tax statutory rate | 21.0% | 21.0% | | Permanent differences | (0.0)% | (11.6)% | | Valuation allowance | 21.0% | (9.4)% | | Effective rate | 0% | 0% | Deferred Tax Assets (2020 vs 2019) | Item | 2020 ($) | 2019 ($) | | :--- | :--- | :--- | | Net operating loss carryforwards | 2,024,000 | 1,238,000 | | Temporary differences | 457,000 | 1,334,000 | | Total deferred tax asset | 2,481,000 | 2,572,000 | | Valuation allowance | (2,481,000) | (2,572,000) | | Net deferred tax asset | - | - | [NOTE 12 - SUBSEQUENT EVENTS](index=29&type=section&id=NOTE%2012%20-%20SUBSEQUENT%20EVENTS) Subsequent to year-end, the company engaged in several significant acquisitions, financing activities, and a reverse stock split - On January 26, 2021, the Company agreed to acquire **100% ownership of EnergyWyze, LLC**[199](index=199&type=chunk)[200](index=200&type=chunk)[202](index=202&type=chunk) - On January 27, 2021, the Company settled the UAHC and Iliad Notes by issuing **130,000,000 common shares**[203](index=203&type=chunk) - The Company designated new Class C and Class D preferred stock, with GHS purchasing tranches totaling **$3,000,000** in early 2021[204](index=204&type=chunk)[206](index=206&type=chunk)[207](index=207&type=chunk) - On February 12, 2021, the Company agreed to purchase **51% ownership of Box Pure Air, LLC** for $500,000 in common stock[205](index=205&type=chunk) - On March 22, 2021, a **1-for-75 reverse stock split** was effected for common stock[208](index=208&type=chunk) - On April 7, 2021, the Company completed the **spin-off of 1606 Corp**[209](index=209&type=chunk) [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures.](index=30&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosures.) There have been no changes in or disagreements with accountants on accounting and financial disclosures - There were no changes in and disagreements with accountants on accounting and financial disclosures[210](index=210&type=chunk) [Item 9A. Controls and Procedures.](index=30&type=section&id=Item%209A.%20Controls%20and%20Procedures.) Management concluded that disclosure controls and procedures were not effective due to material weaknesses - Management concluded that disclosure controls and procedures were **not effective** as of December 31, 2020[211](index=211&type=chunk) - Material weaknesses identified include the **lack of a functioning audit committee** and **inadequate segregation of duties**[212](index=212&type=chunk)[213](index=213&type=chunk) - Management is responsible for establishing and maintaining adequate internal control over financial reporting[215](index=215&type=chunk) - Changes in internal control include adding accounting staff and improving revenue review and reconciliation procedures[216](index=216&type=chunk) [Item 9B. Other Information.](index=31&type=section&id=Item%209B.%20Other%20Information.) There is no other information to report under this item - No other information is reported under Item 9B[217](index=217&type=chunk) [PART III](index=31&type=section&id=PART%20III) [Item 10. Directors, Executive Officers and Corporate Governance.](index=31&type=section&id=Item%2010.%20Directors,%20Executive%20Officers%20and%20Corporate%20Governance.) This section lists the executive officers and directors of Singlepoint Inc and provides their biographical information - Gregory P Lambrecht is the CEO and founder, William Ralston is the President, and Corey Lambrecht became CFO in January 2020[221](index=221&type=chunk)[222](index=222&type=chunk)[225](index=225&type=chunk) - None of the directors or executive officers have been involved in certain legal proceedings during the past ten years[227](index=227&type=chunk) - Some reporting persons had instances of **non-compliance with Section 16(a)** beneficial ownership reporting requirements[229](index=229&type=chunk)[230](index=230&type=chunk) Executive Officers and Directors | Name | Age | Positions | | :--- | :-- | :--- | | Gregory P Lambrecht | 58 | Chairman of the Board/Chief Executive Officer | | William Ralston | 31 | Director/President | | Corey Lambrecht | 51 | Chief Financial Officer | | Eric Lofdahl | 58 | Director | [Item 11. Executive Compensation.](index=33&type=section&id=Item%2011.%20Executive%20Compensation.) This section details the compensation for the company's named executive officers and outlines their employment agreements - Employment agreements for the CEO, President, and CFO specify annual salaries, allowances, and severance terms[233](index=233&type=chunk)[235](index=235&type=chunk)[236](index=236&type=chunk)[238](index=238&type=chunk) - The Board of Directors is responsible for establishing and monitoring executive compensation[239](index=239&type=chunk)[240](index=240&type=chunk)[241](index=241&type=chunk) - The table does not include **7,400,000 shares of Class A Convertible Preferred Stock** issued in 2020 for serving the Company[232](index=232&type=chunk) Summary Compensation Table (2020 vs 2019) | Name and Principal Position | Year | Salary ($) | | :--- | :--- | :--- | | Gregory P Lambrecht, CEO, Director | 2020 | 220,000 | | | 2019 | 220,000 | | William Ralston, President, Director | 2020 | 100,000 | | | 2019 | 100,000 | | Eric Lofdahl, Director | 2020 | - | | | 2019 | - | | Corey Lambrecht, CFO | 2020 | 80,000 | [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.](index=35&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters.) This section details the beneficial ownership of capital stock by management and describes the 2019 Equity Incentive Plan - As of December 31, 2020, the Company had **2,479,976,812 common shares** and **60,000,000 Class A Convertible Preferred Shares** outstanding[242](index=242&type=chunk) - Each Class A share is convertible into 25 common shares and carries **50 votes per share**[244](index=244&type=chunk) - The 2019 Equity Incentive Plan was approved with **100,000,000 common shares** available, but no awards have been made yet[252](index=252&type=chunk)[254](index=254&type=chunk)[257](index=257&type=chunk)[258](index=258&type=chunk)[259](index=259&type=chunk)[262](index=262&type=chunk)[263](index=263&type=chunk) Security Ownership of Management (as of Dec 31, 2020) | Name | Common Stock Ownership (%) | Class A Preferred Stock Ownership (%) | | :--- | :--- | :--- | | Gregory P Lambrecht | 0.3% | 52.9% | | Eric Lofdahl | 0.616% | 18.2% | | Wil Ralston | 0.886% | 15.9% | | Corey Lambrecht | 1.01% | 3.6% | | Executive Officers and Directors as a Group | 0.028% | 89% | [Item 13. Certain Relationships and Related Transactions, and Director Independence.](index=38&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions,%20and%20Director%20Independence.) This section outlines the company's policy for reviewing related person transactions and details advances from the CEO - The Board of Directors reviews and approves transactions with related persons[266](index=266&type=chunk) Advances from Officer (CEO) | Item | December 31, 2020 ($) | December 31, 2019 ($) | | :--- | :--- | :--- | | Balance due | 911,826 | 735,000 | | Accrued interest (12%) | 216,807 | 96,273 | Class A Convertible Preferred Stock Issued to Officers and Directors (Oct 9, 2020) | Recipient | Shares Issued | | :--- | :--- | | Greg Lambrecht | 2,180,000 | | Wil Ralston | 2,175,000 | | Corey Lambrecht | 2,175,000 | | Eric Lofdahl | 435,000 | | Jeff Nomura | 435,000 | | **Total** | **7,400,000** | [Item 14. Principal Accounting Fees and Services.](index=38&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services.) This section details the fees paid to the principal accountant for audit services in 2020 and 2019 - Audit fees cover professional services for the annual financial statement audit and quarterly reviews[270](index=270&type=chunk) - **No fees were billed** for audit-related, tax, or other services by the principal accountant in 2020 or 2019[272](index=272&type=chunk)[273](index=273&type=chunk)[274](index=274&type=chunk) Principal Accounting Fees & Services (2020 vs 2019) | Fee Type | 2020 ($) | 2019 ($) | | :--- | :--- | :--- | | Audit Fees | 47,780 | 65,667 | | Audit Related Fees | - | - | | Tax Fees | - | - | | All Other Fees | - | - | | **Total Fees** | **47,780** | **65,667** | [PART IV](index=39&type=section&id=PART%20IV) [Item 15. Exhibits and Financial Schedules](index=39&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Schedules) This section lists the exhibits and financial schedules filed as part of the Annual Report - The Index to Consolidated Financial Statements is filed as part of this Annual Report[276](index=276&type=chunk) - Other financial statement schedules are omitted as not required, applicable, or included elsewhere[276](index=276&type=chunk) - Exhibits listed in the Exhibit Index are attached and incorporated by reference[277](index=277&type=chunk)[286](index=286&type=chunk) [Item 16. Form 10–K Summary](index=39&type=section&id=Item%2016.%20Form%2010%E2%80%93K%20Summary) There is no Form 10-K Summary provided in this report - No Form 10-K Summary is provided[278](index=278&type=chunk) [Signatures](index=39&type=section&id=Signatures) The report is duly signed by the company's principal officers and directors - The report is signed by Gregory P Lambrecht (CEO/Director), William Ralston (President, Director), Corey Lambrecht (CFO), and Eric Lofdahl (Director)[282](index=282&type=chunk)[283](index=283&type=chunk) - Signatures certify the report's submission pursuant to the requirements of the Securities Exchange Act of 1934[280](index=280&type=chunk)
Singlepoint (SINGD) Investor Presentation - Slideshow
2021-04-01 19:33
Market Opportunity & Strategy - The solar energy market is expected to reach $223 billion by 2026[6, 7] - SinglePoint is focused on building the largest network of renewable energy solutions[6] - The company aims to disrupt the renewable market through a proprietary national network[15] - SinglePoint is expanding into high-value renewable platforms[6] Company Performance & Growth - SinglePoint's Q3 reported revenue was $1 million[44] - The first 9 months of 2020 revenue reached $2.5 million[44] - Customer/Installs increased by 27% from Q3 2019 to Q3 2020[30, 31] - Network installers increased by 100% from Q3 2019 to Q3 2020[32, 33] - Sales increased by 197% from Q3 2019 to Q3 2020[36, 37] - Operating states increased from 4 in 2019 to 38 in 2020[38, 39]