Singlepoint Inc.(SING) - 2020 Q4 - Annual Report

Preliminary Information Form 10-K Filing Details 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] - As of April 12, 2021, the Company had 36,953,388 outstanding shares of common stock[5] 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 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] - Actual results could differ from projections due to various risks including capital requirements, competition, and regulations[6] - The company assumes no obligation to update any forward-looking statements, except as required by law[6] JOBS Act 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] - As an emerging growth company, Singlepoint Inc can take advantage of reduced disclosure requirements[7][9] - The Company intends to use the extended transition period for complying with new or revised accounting standards[9] PART I Item 1. Business 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][120] - The company's core subsidiaries as of December 31, 2020, are Direct Solar America, Discount Indoor Garden Supply, Inc (DIGS), and ShieldSaver, LLC[14][16][18][20][120] - Direct Solar America operates as a solar brokerage, connecting homeowners with installation providers and financers[15][16][17] - ShieldSaver is a technology-focused automotive company tracking vehicle repairs and generating B2B leads[15][18] - DIGS supplies hydroponic cultivation equipment and nutrients nationwide through an online store[15][20] - SingleSeed is an online business providing domestically grown health, wealth, and lifestyle products via e-commerce[19] Item 1A. Risk Factors. 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][26] - The solar market is highly competitive, and the company's growth is vulnerable to demand fluctuations and rising costs[22] - The company's strategic shift to renewable energy may not yield anticipated growth if expenses are not managed[24] - Singlepoint Inc has a history of operating losses, raising substantial doubt about its ability to continue as a going concern[35][39][121] - Executive officers and directors hold a significant amount of Class A Convertible Preferred Stock, granting them control over stockholder matters[51] - Future capital raises through equity or convertible debt will dilute existing stockholders[38][55] Item 1B. Unresolved Staff Comments. 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] Item 2. Properties. 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] - An industrial building space in California is leased at $2,400 per month, with the lease expiring on June 30, 2021[58] Item 3. Legal Proceedings. Neither Singlepoint Inc nor its property is currently involved in any pending material legal proceedings - Neither the Company nor its property is a party to any pending material legal proceeding[59] Item 4. Mine Safety Disclosures. Mine Safety Disclosures are not applicable to Singlepoint Inc's operations - Mine Safety Disclosures are not applicable[60] PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. The company's common stock trades on the Pink Sheets under 'SING' and has not paid cash dividends - The Company's Common Stock trades on the Pink Sheets under the symbol 'SING'[62] - The Company has never paid cash dividends on its common stock and intends to retain future earnings for business development[65] Common Stock Bid Prices (High/Low) - Quarterly | Quarterly period | High ($) | 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. 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] Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. The company is shifting to renewable energy, experiencing decreased revenue but also a reduced net loss in 2020 Plan of Operation 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] - The initial focus is on solar energy, with a commitment to building a foundation for future expansion[69] - The Company is actively pursuing strategic initiatives to sell, partner with, or spin-off non-renewable energy related assets[69] Results from Operations – For the year ended December 31, 2020 as compared to December 31, 2019. 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] - Operating expenses decreased significantly due to a $3,111,304 reduction in general and administrative expenses[74][75] - Other expense decreased mainly due to a reduction in interest expense and amortization of debt discounts[76] Key Financial Results (2020 vs 2019) | Metric | 2020 ($) | 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 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][121] - The Company projects a cash need of approximately $2.0 million for the next 12 months[80] - The CEO advanced funds to the Company, with a balance due of $911,826 plus $216,807 in accrued interest as of December 31, 2020[81] Liquidity and Capital Resources as of December 31, 2020 | Metric | Amount ($) | | :--- | :--- | | 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 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][88][89] - The Company accrues estimated loss contingencies when a loss is probable and estimable[88] - A full valuation allowance is provided for deferred tax assets due to uncertainty of realization[89][136] Recent Accounting Pronouncements 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] - 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] Subsequent Events 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] Item 7A. Quantitative and Qualitative Disclosures About Market Risk. 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] Item 8. Financial Statements and Supplementary Data. This section presents the audited consolidated financial statements for 2020 and 2019 Index to Financial Statements 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][97] Report of Independent Registered Public Accounting Firm 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] - An explanatory paragraph highlights substantial doubt about the Company's ability to continue as a going concern due to recurring losses[99] - The Company is not required to have, nor was the auditor engaged to perform, an audit of its internal control over financial reporting[101] Consolidated Balance Sheets 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] - Total current liabilities decreased from $6,832,376 in 2019 to $5,916,339 in 2020, largely due to the elimination of derivative liability[106] Consolidated Balance Sheet Summary | Item | December 31, 2020 ($) | 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 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][70] - Operating expenses decreased by $2,482,354 (38.4%) in 2020, mainly due to a reduction in general and administrative expenses[109][74] - Net loss attributable to Singlepoint Inc stockholders improved significantly, decreasing from $(7,905,732) in 2019 to $(4,033,717) in 2020[109][77] Consolidated Statements of Operations Summary | Item | Year Ended Dec 31, 2020 ($) | 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 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] - Additional paid-in capital increased significantly from $72,210,393 in 2019 to $77,887,513 in 2020[106][112] Stockholders' Deficit Summary | Item | December 31, 2020 ($) | 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 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][84] - Net cash provided by financing activities increased from $1,829,037 in 2019 to $2,018,724 in 2020[115][87] Consolidated Statements of Cash Flows Summary | Cash Flow Activity | Year Ended Dec 31, 2020 ($) | 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 The notes provide detailed explanations of the company's accounting policies and significant transactions NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS 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] - The Company's business focuses on renewable energy solutions and energy-efficient applications[120] - As of December 31, 2020, subsidiaries include Direct Solar America (51%), Discount Indoor Garden Supply, Inc (DIGS, 90%), and ShieldSaver, LLC (51%)[120] - The Company has not achieved profitable operations, which raises substantial doubt about its ability to continue as a going concern[121][122] NOTE 2 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 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][125] - Revenue is recognized under ASC 606 using a five-step analysis, disaggregated into Retail Sales, Distribution, and Services Revenue[126][127][128][129][130] - The Company evaluates conversion options in convertible instruments under ASC 815, potentially classifying them as derivative financial instruments[135] - Fair value measurements are categorized into Level 1, 2, or 3, with derivative liabilities valued as Level 3 instruments[140][141][144][145][146] - The adoption of ASU No 2016-02 (Leases) on January 1, 2019, resulted in a $14,000 charge to general and administrative expense[149] NOTE 3 – INVESTMENTS, ACQUISITIONS, GOODWILL AND INTANGIBLE ASSETS 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][155] - Goodwill is reviewed annually for impairment using a discounted cash flow methodology, with no impairment indicators found in 2020[157][158] - An adjustment in 2020 decreased goodwill and increased intangible assets by $72,600[159] Investments Summary | Investment Type | December 31, 2020 ($) | 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 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] - The Company received $332,737 in PPP loans in May 2020, bearing 1% interest[164] - A $150,000 EIDL loan was received in May 2020, bearing 3.75% interest over 30 years[165] Convertible Notes Payable Summary | Note Type | December 31, 2020 ($) | December 31, 2019 ($) | | :--- | :--- | :--- | | CVP Note | - | 100,235 | | UAHC Note | 581,723 | 619,490 | | Iliad Note | 1,842,003 | 2,495,000 | | GSC Note | - | - | | Accredited Investor Note | 10,500 | 10,500 | | Total Convertible Notes Payable | 2,434,226 | 3,225,225 | | Less Debt Discounts | - | (1,154,327) | | Convertible Notes Payable, Net | 2,434,226 | 2,070,898 | NOTE 5 – OBLIGATIONS UNDER CAPITAL LEASE The company has capital lease obligations for its office and warehouse facilities extending through 2023 - The Company leases office and warehouse facilities under capital leases, with leases extending to January 2023 and June 2021[166][167] Property Held Under Capital Leases (Net Book Value) | Item | December 31, 2020 ($) | 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 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] - This change in fair value resulted in a non-cash, non-operating gain of $744,738 for the year ended December 31, 2020[169] Changes in Fair Value of Level 3 Financial Liabilities (Derivative Liability) | Item | Amount ($) | | :--- | :--- | | 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 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] - As of December 31, 2020, 60,000,000 Class A Convertible Preferred Shares were outstanding[173][174] - In 2020, the Company issued 320,000,000 common shares to GHS Investments LLC for $812,576[180] - 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] - 7,400,000 shares of Class A Preferred Stock were issued to five directors for services in October 2020, valued at $555,000[181] NOTE 8 - RELATED PARTY TRANSACTIONS 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] - The board authorized the conversion of amounts payable to officers into common stock at $0.01 per share[187] Accrued Officer Compensation | Item | December 31, 2020 ($) | December 31, 2019 ($) | | :--- | :--- | :--- | | Unpaid officer wages | 1,005,230 | 588,611 | Advances from CEO | Item | December 31, 2020 ($) | December 31, 2019 ($) | | :--- | :--- | :--- | | Balance due | 911,826 | 735,000 | | Accrued interest (12%) | 216,807 | 96,273 | NOTE 9 – COMMITMENTS AND CONTINGENCIES This note details employment agreements for key executives and a joint venture agreement with Standard Eco LLC - Employment agreements for key executives detail compensation, benefits, and severance provisions[188][189][191][233][236][238] - The 2019 Equity Incentive Plan was adopted, but no awards have been issued under it as of the report date[192][252] - Direct Solar America and Standard Eco LLC agreed to form new joint venture entities, with Direct Solar America holding 51% ownership[193][195] NOTE 10 - REVENUE CLASSES AND CONCENTRATIONS This note disaggregates revenue by product line and subsidiary and highlights significant customer concentration - In 2020, two customers accounted for approximately 35% and 26% of the Company's revenue, respectively[196] Revenue by Product/Service Lines (2020 vs 2019) | Product/Service Line | 2020 ($) | 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 This note details the company's income tax components, including a 0% effective tax rate and significant NOL carryforwards - The Company has approximately $9,700,000 in federal net operating losses (NOLs) as of December 31, 2020, subject to IRC Section 382 limitations[197] Income Tax Expense Components (2020 vs 2019) | Item | 2020 | 2019 | | :--- | :--- | :--- | | Federal tax statutory rate | 21.0% | 21.0% | | Permanent differences | (0.0)% | (11.6)% | | Valuation allowance | 21.0% | (9.4)% | | Effective rate | 0% | 0% | Deferred Tax Assets (2020 vs 2019) | Item | 2020 ($) | 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 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][200][202] - On January 27, 2021, the Company settled the UAHC and Iliad Notes by issuing 130,000,000 common shares[203] - The Company designated new Class C and Class D preferred stock, with GHS purchasing tranches totaling $3,000,000 in early 2021[204][206][207] - On February 12, 2021, the Company agreed to purchase 51% ownership of Box Pure Air, LLC for $500,000 in common stock[205] - On March 22, 2021, a 1-for-75 reverse stock split was effected for common stock[208] - On April 7, 2021, the Company completed the spin-off of 1606 Corp[209] Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures. 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] Item 9A. Controls and Procedures. 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] - Material weaknesses identified include the lack of a functioning audit committee and inadequate segregation of duties[212][213] - Management is responsible for establishing and maintaining adequate internal control over financial reporting[215] - Changes in internal control include adding accounting staff and improving revenue review and reconciliation procedures[216] Item 9B. Other Information. There is no other information to report under this item - No other information is reported under Item 9B[217] PART III Item 10. Directors, Executive Officers and Corporate Governance. 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][222][225] - None of the directors or executive officers have been involved in certain legal proceedings during the past ten years[227] - Some reporting persons had instances of non-compliance with Section 16(a) beneficial ownership reporting requirements[229][230] 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. 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][235][236][238] - The Board of Directors is responsible for establishing and monitoring executive compensation[239][240][241] - The table does not include 7,400,000 shares of Class A Convertible Preferred Stock issued in 2020 for serving the Company[232] 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. 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] - Each Class A share is convertible into 25 common shares and carries 50 votes per share[244] - The 2019 Equity Incentive Plan was approved with 100,000,000 common shares available, but no awards have been made yet[252][254][257][258][259][262][263] 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. 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] 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. 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] - No fees were billed for audit-related, tax, or other services by the principal accountant in 2020 or 2019[272][273][274] 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 Item 15. Exhibits and Financial Schedules 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] - Other financial statement schedules are omitted as not required, applicable, or included elsewhere[276] - Exhibits listed in the Exhibit Index are attached and incorporated by reference[277][286] Item 16. Form 10–K Summary There is no Form 10-K Summary provided in this report - No Form 10-K Summary is provided[278] 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][283] - Signatures certify the report's submission pursuant to the requirements of the Securities Exchange Act of 1934[280]