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, 2019

 

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 x 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 x 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

x

Smaller reporting company

x

 

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 x

 

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 12, 2019, the Company had 1,672,584,058 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.

 

 
 
 
 

  

TABLE OF CONTENTS

 

 

PART I – FINANCIAL INFORMATION

 

 

 

 

 

 

 

 

Item 1.

Financial Statements

 

3

 

Consolidated Balance Sheets (unaudited)

 

3

 

Consolidated Statements of Operations (unaudited)

 

4

 

Consolidated Statements of Stockholders’ Deficit (unaudited)

 

5

 

Consolidated Statements of Cash Flows (unaudited)

 

6

 

Notes to Consolidated Financial Statements (unaudited)

 

7

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

16

 

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

 

18

 

Item 4.

Controls and Procedures

 

18

  

PART II – OTHER INFORMATION

 

 

 

 

 

 

 

 

Item 1.

Legal Proceedings

 

20

 

Item 1A.

Risk Factors

 

20

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

20

 

Item 3.

Defaults Upon Senior Securities

 

20

 

Item 4.

Mine Safety Disclosures

 

20

 

Item 5.

Other Information

 

20

 

Item 6.

Exhibits

 

21

 

Signatures

 

22

 

 
2
 
Table of Contents

 

PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements

  

SINGLEPOINT INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

 

 

 

 

 

 

September 30,

2019

 

 

December 31,

2018

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

CURRENT ASSETS:

 

 

 

 

 

 

Cash

 

$ 294,062

 

 

$ 68,781

 

Accounts receivable

 

 

16,853

 

 

 

5,979

 

Prepaid expenses

 

 

41,545

 

 

 

8,938

 

Inventory

 

 

6,224

 

 

 

157

 

 

 

 

 

 

 

 

 

 

Total Current Assets

 

 

358,684

 

 

 

83,855

 

 

 

 

 

 

 

 

 

 

NON-CURRENT ASSETS:

 

 

 

 

 

 

 

 

Investment, at cost (Note 3)

 

 

60,000

 

 

 

60,000

 

Goodwill (Note 3)

 

 

1,966,340

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Total Assets

 

$ 2,385,024

 

 

$ 143,855

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

 

 

 

Accounts payable, including related party (Note 7)

 

$ 49,055

 

 

$ 146,635

 

Accrued expenses, including accrued officer salaries (Note7)

 

 

854,730

 

 

 

1,345,567

 

Current portion of convertible notes payable, net of debt discount (Note 4)

 

 

836,658

 

 

 

156,853

 

Advances from related party (Note 7)

 

 

830,152

 

 

 

645,788

 

Derivative liability

 

 

3,836,085

 

 

 

2,215,376

 

 

 

 

 

 

 

 

 

 

Total Current Liabilities

 

 

6,406,680

 

 

 

4,510,219

 

 

 

 

 

 

 

 

 

 

LONG-TERM LIABILITIES:

 

 

 

 

 

 

 

 

Convertible notes payable, net of debt discount (Note 4)

 

 

1,038,660

 

 

 

500,000

 

 

 

 

 

 

 

 

 

 

Total Liabilities

 

 

7,445,340

 

 

 

5,010,219

 

 

 

 

 

 

 

 

 

 

Commitments and Contingencies (Note 8)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Class A convertible preferred stock, par value $0.0001; 60,000,000 shares authorized; 54,200,000 and 50,950,000 shares issued and outstanding as of September 30, 2019 and December 31, 2018, respectively

 

 

5,420

 

 

 

5,095

 

Common stock, par value $0.0001; 2,000,000,000 shares authorized; 1,656,829,156 and 1,236,319,023 shares issued and outstanding as of September 30, 2019 and December 31, 2018, respectively

 

 

165,683

 

 

 

123,632

 

 

 

 

 

 

 

 

 

 

Additional paid-in capital

 

 

71,754,388

 

 

 

63,940,510

 

Accumulated deficit

 

 

(76,912,528 )

 

 

(68,846,438 )

Total Singlepoint, Inc. stockholders' deficit

 

 

(4,987,037 )

 

 

(4,777,201 )

Non-controlling interest

 

 

(73,279 )

 

 

(89,163 )

Total Stockholders' Deficit

 

 

(5,060,316 )

 

 

(4,866,364 )

 

 

 

 

 

 

 

 

 

Total Liabilities and Stockholders' Deficit

 

$ 2,385,024

 

 

$ 143,855

 

 

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

 

 
3
 
Table of Contents

 

SINGLEPOINT INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended

 

 

For the Nine Months Ended

 

 

 

September 30,

2019

 

 

September 30,

2018

 

 

September 30,

2019

 

 

September 30,

2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

REVENUE

 

$ 1,050,374

 

 

$ 381,037

 

 

$ 2,170,123

 

 

$ 881,157

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of Revenue

 

 

524,483

 

 

 

305,684

 

 

 

1,610,394

 

 

 

652,140

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

 

525,891

 

 

 

75,353

 

 

 

559,729

 

 

 

229,017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consulting fees

 

 

367,599

 

 

 

47,960

 

 

 

529,100

 

 

 

183,083

 

Compensation

 

 

98,875

 

 

 

818,730

 

 

 

3,377,527

 

 

 

988,669

 

Professional and legal fees

 

 

56,760

 

 

 

41,004

 

 

 

208,737

 

 

 

121,204

 

Investor relations

 

 

2,000

 

 

 

29,674

 

 

 

150,227

 

 

 

269,138

 

General and administrative

 

 

654,354

 

 

 

284,999

 

 

 

1,184,617

 

 

 

680,625

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

1,179,588

 

 

 

1,222,367

 

 

 

5,450,208

 

 

 

2,242,719

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LOSS FROM OPERATIONS

 

 

(653,697 )

 

 

(1,147,014 )

 

 

(4,890,479 )

 

 

(2,013,702 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER INCOME (EXPENSE):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(91,779 )

 

 

(34,665 )

 

 

(274,711 )

 

 

(93,204 )

Amortization of debt discounts

 

 

(530,267 )

 

 

(92,151 )

 

 

(1,322,297 )

 

 

(311,626 )

Gain on settlement of debt

 

 

-

 

 

 

5,632

 

 

 

-

 

 

 

5,632

 

Gain on change in fair value of investments

 

 

-

 

 

 

20,000

 

 

 

-

 

 

 

-

 

Gain (loss) on change in fair value of derivative liability

 

 

1,984,195

 

 

 

(98,507 )

 

 

(1,617,074 )

 

 

(31,236 )

Loss on disposal of subsidiary

 

 

(54,798 )

 

 

-

 

 

 

(54,798 )

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense), net

 

 

1,307,351

 

 

 

(199,691 )

 

 

(3,268,880 )

 

 

(430,434 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INCOME (LOSS) BEFORE INCOME TAXES

 

 

653,654

 

 

 

(1,346,705 )

 

 

(8,159,359 )

 

 

(2,444,136 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income taxes

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET INCOME (LOSS)

 

 

653,654

 

 

 

(1,346,705 )

 

 

(8,159,359 )

 

 

(2,444,136 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss (income) attributable to non-controlling interests

 

 

(33,898 )

 

 

9,122

 

 

 

93,269

 

 

 

8,166

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET INCOME (LOSS) ATTRIBUTABLE TO SINGLEPOINT, INC. STOCKHOLDERS

 

$ 619,756

 

 

$ (1,337,583 )

 

$ (8,066,090 )

 

$ (2,435,970 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per share - basic

 

$ 0.00

 

 

$ (0.00 )

 

$ (0.01 )

 

$ (0.00 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding - basic

 

 

1,623,777,941

 

 

 

1,162,754,224

 

 

 

1,445,069,147

 

 

 

1,120,363,206

 

 

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

 

 
4
 
Table of Contents

 

SINGLEPOINT INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

For the Nine Months Ended September 30, 2019 and Year Ended December 31, 2018

(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

 

 

 

 

 

 

 

 

 

 

23,483,333

 

 

 

2,348

 

 

 

321,702

 

 

 

 

 

 

 

 

 

 

 

324,050

 

Issuance of common shares for services previously accrued

 

 

 

 

 

 

 

 

 

 

8,000,000

 

 

 

800

 

 

 

799,200

 

 

 

 

 

 

 

 

 

 

 

800,000

 

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

 

 

 

 

 

 

 

 

 

 

97,468,049

 

 

 

9,747

 

 

 

409,753

 

 

 

 

 

 

 

 

 

 

 

419,500

 

Issuance of preferred shares for services

 

 

10,000,000

 

 

 

1,000

 

 

 

 

 

 

 

 

 

 

 

3,099,000

 

 

 

 

 

 

 

 

 

 

 

3,100,000

 

Conversion of preferred shares

 

 

(6,750,000 )

 

 

(675 )

 

 

135,500,000

 

 

 

13,550

 

 

 

(12,875 )

 

 

 

 

 

 

 

 

 

 

-

 

Settlement of derivative liability due to debt conversion

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,246,363

 

 

 

 

 

 

 

 

 

 

 

1,246,363

 

Disposal of subsidiary

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

109,153

 

 

 

109,153

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(8,066,090 )

 

 

(93,269 )

 

 

(8,159,359 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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.

 

SINGLEPOINT INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

For the Nine Months Ended September 30, 2018

(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, 2017

 

 

47,750,000

 

 

$ 4,775

 

 

 

935,585,925

 

 

$ 93,559

 

 

$ 59,951,381

 

 

$ (60,797,888 )

 

$ (31,804 )

 

$ (779,977 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common shares for services

 

 

 

 

 

 

 

 

 

 

600,000

 

 

 

60

 

 

 

38,460

 

 

 

 

 

 

 

 

 

 

 

38,520

 

Issuance of common shares for acquisition

 

 

 

 

 

 

 

 

 

 

6,979,167

 

 

 

698

 

 

 

215,656

 

 

 

 

 

 

 

 

 

 

 

216,354

 

Issuance of common shares for principal and accrued interest on convertible notes

 

 

 

 

 

 

 

 

 

 

129,800,571

 

 

 

12,980

 

 

 

243,764

 

 

 

 

 

 

 

 

 

 

 

256,744

 

Issuance of preferred shares for services

 

 

1,000,000

 

 

 

100

 

 

 

 

 

 

 

 

 

 

 

709,900

 

 

 

 

 

 

 

 

 

 

 

710,000

 

Conversion of preferred shares

 

 

(3,800,000 )

 

 

(380 )

 

 

95,000,000

 

 

 

9,500

 

 

 

(9,120 )

 

 

 

 

 

 

 

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2,435,970 )

 

 

(8,166 )

 

 

(2,444,136 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, September 30, 2018

 

 

44,950,000

 

 

$ 4,495

 

 

 

1,167,965,663

 

 

$ 116,797

 

 

$ 61,150,041

 

 

$ (63,233,858 )

 

$ (39,970 )

 

$ (2,002,495 )

 

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

 

 
5
 
Table of Contents

 

SINGLEPOINT INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)

 

 

 

 

 

 

 

For the Nine Months Ended

 

 

 

September 30,

2019

 

 

September 30,

2018

 

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

Net loss attributable to Singlepoint, Inc. stockholders

 

$ (8,066,090 )

 

$ (2,435,970 )

 

 

 

 

 

 

 

 

 

Adjustments to reconcile net loss to net cash used in operating activities

 

 

 

 

 

 

 

 

Loss attributable to non-controlling interests

 

 

(93,269 )

 

 

(8,166 )

Loss on disposal of subsidiary

 

 

54,798

 

 

 

-

 

Common stock issued for services

 

 

324,050

 

 

 

38,520

 

Depreciation

 

 

-

 

 

 

3,547

 

Amortization of debt discounts

 

 

1,322,297

 

 

 

311,626

 

(Gain) loss on change in fair value of derivatives

 

 

1,617,074

 

 

 

31,236

 

(Gain) loss on debt settlement

 

 

-

 

 

 

(5,632 )

Preferred stock issued for services

 

 

3,100,000

 

 

 

710,000

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(10,874 )

 

 

(7,273 )

Prepaid expenses

 

 

(32,607 )

 

 

(9,243 )

Inventory

 

 

(6,067 )

 

 

37

 

Other assets

 

 

-

 

 

 

123

 

Accounts payable

 

 

(87,922 )

 

 

(3,560 )

Accrued expenses

 

 

566,407

 

 

 

154,054

 

 

 

 

 

 

 

 

 

 

NET CASH USED IN OPERATING ACTIVITIES

 

 

(1,312,203 )

 

 

(1,220,701 )

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

 

Cash paid for investment

 

 

-

 

 

 

(15,000 )

Cash paid for acquisition of subsidiaries

 

 

-

 

 

 

(170,000 )

 

 

 

 

 

 

 

 

 

NET CASH USED IN INVESTING ACTIVITIES

 

 

-

 

 

 

(185,000 )

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

Proceeds from notes receivable - related party

 

 

-

 

 

 

4,225

 

Proceeds from advances from related party

 

 

138,445

 

 

 

508,054

 

Payments on advances to related party

 

 

(10,961 )

 

 

-

 

Payments on notes payable and accrued interest

 

 

(90,000 )

 

 

-

 

Proceeds from issuance of convertible notes

 

 

1,500,000

 

 

 

-

 

 

 

 

 

 

 

 

 

 

NET CASH PROVIDED BY FINANCING ACTIVITIES

 

 

1,537,484

 

 

 

512,279

 

 

 

 

 

 

 

 

 

 

NET CHANGE IN CASH

 

 

225,281

 

 

 

(893,422 )

 

 

 

 

 

 

 

 

 

Cash at beginning of period

 

 

68,781

 

 

 

915,078

 

 

 

 

 

 

 

 

 

 

Cash at end of period

 

$ 294,062

 

 

$ 21,656

 

 

 

 

 

 

 

 

 

 

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

 

$ -

 

 

$ 46,744

 

Common stock issued to acquire subsidiaries

 

$ 1,966,341

 

 

$ 216,354

 

Original issue discount from issuance of notes payable

 

$ 150,000

 

 

$ -

 

Common stock issued for conversion of debt and accrued interest

 

$ 419,500

 

 

$ 210,000

 

Debt discount from derivative liability

 

$ 1,250,000

 

 

$ -

 

Derivative liability settlements

 

$ 1,246,363

 

 

$ -

 

Conversion of preferred stock to common stock

 

$ 13,550

 

 

$ 9,500

 

Issuance of common stock previously accrued

 

$ 800,000

 

 

$ -

 

 

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

 
 
6
 
Table of Contents

   

SINGLEPOINT INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS

 

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 17, 2017, the Company acquired a 90% interest in Discount Garden Supply, Inc. (“DIGS”) for cash and common stock.

 

On October 11, 2017, the Company acquired a 51% interest in Jiffy Auto Glass, LLC (“JAG”) for cash and common stock. On July 26, 2019, a Statement of Dissolution was filed with the Colorado Secretary of State dissolving JAG (See Note 10).

 

On August 31, 2018, the Company acquired a 51% interest in ShieldSaver, LLC (“ShieldSaver”) for cash and common stock.

 

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.

 

Going Concern

 

The financial statements have been prepared assuming that the Company will continue as a going concern. As of September 30, 2019, 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, 2018 as disclosed in our Form 10-K filed with the Securities and Exchange Commission on April 5, 2019. The results of the nine months ended September 30, 2019 (unaudited) are not necessarily indicative of the results to be expected for the pending full year ending December 31, 2019.

 

Principles of Consolidation

 

The consolidated financial statements include the accounts of Singlepoint, DIGS and JAG as of September 30, 2019 and December 31, 2018 and for the nine months ended September 30, 2019 and 2018 (with JAG dissolved on July 26, 2019), the accounts of ShieldSaver as of September 30, 2019 and December 31, 2018 and for the nine months ended September 30, 2019 and the period from August 31, 2018 (acquisition date) through September 30, 2018, and the accounts of SDS as of September 30, 2019 and the period from May 14, 2019 through September 30, 2019. All significant intercompany transactions have been eliminated in consolidation.

 

 
7
 
Table of Contents

  

Revenues

 

It is the Company’s policy that revenue from product sales or services will be recognized in accordance with ASC 606 “Revenue from Contracts with Customers”. The standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. In applying the new revenue recognition model to contracts with customers, an entity: (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 accounting standards update applies to all contracts with customers except those that are within the scope of other topics in the FASB Accounting Standards Codification.

 

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. As this policy election is in line with the Company’s previous accounting practices, the treatment of shipping and handling activities under Topic 606 did not have any impact on the Company’s results of operations, financial condition and/or financial statement disclosures. In accordance with the new guidance, 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.

 

Revenue Sharing

 

In addition to selling the Company’s products to customers, the Company recognizes revenues by sharing commissions with Independent Sales Organizations as an agent on a net basis.

 

These revenues do not comprise a material amount of the Company’s net sales.

 

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, 2019.

 

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.

 

 
8
 
Table of Contents

  

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

 

 

 

September 30,

 

 

 

2019

 

 

 

 

 

Series A Preferred Stock

 

 

1,355,000,000

 

Convertible notes

 

 

398,295,673

 

Warrants

 

 

10,000,000

 

Potentially dilutive securities

 

 

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.

 

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.

 

 
9
 
Table of Contents

  

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 – December 31, 2018

 

$

 

 

$

 

 

$ 2,215,376

 

 

$ 2,215,376

 

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair value of convertible notes derivative liability – September 30, 2019

 

$

 

 

$

 

 

$ 3,836,085

 

 

$ 3,836,085

 

 

The following table provides a summary of changes in fair value of the Company’s Level 3 financial liabilities as of December 31, 2018 and September 30, 2019:

 

 

 

Derivative

Liability

 

Balance, December 31, 2018

 

 

2,215,376

 

Additions recognized as debt discount

 

 

1,250,000

 

Derivative liability settlements

 

 

(1,246,365 )

Mark-to-market at September 30, 2019

 

 

1,617,074

 

Balance, September 30, 2019

 

$ 3,836,085

 

 

 

 

 

 

Net loss for the year included in earnings relating to the liabilities held at September 30, 2019

 

$ 1,617,074

 

 

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 will be 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 will be 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 will be effective for our interim and annual periods beginning January 1, 2019 and must be 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 did not have a material impact on our financial position or results of operations.

 

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, 2019.

 

NOTE 3 – INVESTMENTS, ACQUISITIONS AND GOODWILL

 

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 $60,000 as of September 30, 2019 and December 31, 2018, respectively.

 

2019 Asset Acquisition – Direct Solar LLC/ 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 Fifty One Percent (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 Two Hundred and Fifty Thousand ($250,000) Dollars per quarter, up to a total of Seven Hundred and Fifty Thousand ($750,000) Dollars.

 

 
10
 
Table of Contents

  

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. The total purchase price for the Acquired Assets was allocated as follows:

 

Goodwill

 

$ 1,966,340

 

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 $951,430, net loss of $94,852, and contributed net loss of $48,375 after non-controlling interest related to SDS from the acquisition date of May 14, 2019 through September 30, 2019 is included in the Company’s accompanying condensed consolidated statement of operations.

 

Goodwill

 

The following table presents details of the Company’s goodwill as of September 30, 2018 and December 31, 2018:

 

 

 

Direct Solar/AI Live Assets

 

Balance at December 31, 2018:

 

 

-

 

Aggregate goodwill acquired

 

 

1,966,340

 

Impairment losses

 

 

-

 

Balance at September 30, 2019:

 

$ 1,966,340

 

 

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.

 

Proforma Information (unaudited)

 

SDS

 

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 )

 

 
11
 
Table of Contents

  

NOTE 4 - CONVERTIBLE NOTES PAYABLE

 

Convertible notes payable consisted of the following:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30,

2019

 

 

December 31,

2018

 

 

 

 

 

 

 

 

Convertible note payable with an accredited investor dated October 31, 2017, with interest at 0%, due October 31, 2017, convertible at $0.007 per share. This note is currently in default.

 

 

10,500

 

 

 

10,500

 

 

 

 

 

 

 

 

 

 

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 $294,500 of principal and accrued interest of this note into 67,924,982 shares of the Company’s common stock during the nine months ended September 30, 2019. Additionally, the Company repaid $40,000 of this note during the nine months ended September 30, 2019. This note is currently in default.

 

 

244,426

 

 

 

547,749

 

 

 

 

 

 

 

 

 

 

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 during the nine months ended September 30, 2019. Additionally, the Company repaid $50,000 of this note during the nine months ended September 30, 2019. This note is currently in default.

 

 

619,490

 

 

 

670,000

 

 

 

 

 

 

 

 

 

 

Convertible note payable, to investor (the “Iliad Note”) dated November 5, 2018 totaling $500,000, plus OID of $50,000 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 taken on 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 an additional $1,650,000 (including OID of $150,000) under this note during the nine months ended September 30, 2019. The Iliad Note is secured by substantially all assets of the Company.

 

 

2,220,000

 

 

 

570,000

 

 

 

 

 

 

 

 

 

 

Total convertible notes payable

 

 

3,094,416

 

 

 

1,798,249

 

Less debt discounts

 

 

(1,219,098 )

 

 

(1,141,396 )

Convertible notes payable, net

 

 

1,875,318

 

 

 

656,853

 

Less current portion of convertible notes, net

 

 

(836,658 )

 

 

(156,853 )

Long-term convertible notes payable, net

 

$ 1,038,660

 

 

$ 500,000

 

 

Aggregate maturities of long-term debt as of September 30, 2019 are due in future years as follows:

 

2019

 

$ 836,658

 

2020

 

 

1,038,660

 

 

 

 

 

 

 

 

$ 1,875,318

 

 

 
12
 
Table of Contents

  

JAG entered into a Funding Purchase Agreement on August 25, 2017, whereby JAG received proceeds of $100,000 with loan costs of $37,000, for a total loan of $137,000. This debt was refinanced in April 2018 for $65,000 under a credit agreement with another third-party, payable in weekly payments of approximately $800 through July 2019. The balance under this credit agreement was $39,499 and $52,989 as of September 30, 2019 and December 31, 2018 and is included in accrued expenses on the accompanying balance sheet. This note is currently in default.

 

Total amortization of debt discounts was $1,322,297 and $311,626 for the nine months ended September 30, 2019 and 2018, respectively. Accrued interest on the above notes payable totaled $148,822 and $96,100 as of September 30, 2019 and December 31, 2018, respectively. Interest expense for the above notes payable for the nine months ended September 30, 2019 and 2018 was $274,711 and $93,204, respectively.

 

NOTE 5 - DERIVATIVE LIABILITY

 

Derivative Liability- Debt

 

The fair value of the described embedded derivative on all convertible debt was valued at $3,836,085 and $2,215,376 at September 30, 2019 and December 31, 2018, respectively, which was determined using the Black Scholes Pricing Model with the following assumptions:

 

Dividend yield:

 

 

0 %

Term

 

0.5 – 1.0 year

 

Volatility

 

114.3%–132.8

%

Risk free rate:

 

1.75–2.63

%

 

For the nine months ended September 30, 2019 and 2018, the Company adjusted the recorded fair value of the derivative liability on debt to market resulting in non-cash, non-operating loss of $1,617,074 and $31,236 for the nine months ended September 30, 2019 and 2018, respectively.

 

Note 2 contains a summary of changes in fair value of the Company’s Level 3 financial liabilities as of September 30, 2019.

 

NOTE 6 - STOCKHOLDERS’ DEFICIT

 

Class A Convertible Preferred Shares

 

As of September 30, 2019 and December 31, 2018, the Company had authorized 60,000,000 shares of Series A Convertible Preferred Stock (“Class A Stock”) with $0.0001 par value per share, of which 54,200,000 and 50,950,000 shares were issued and outstanding as of September 30, 2019 and December 31, 2018, respectively.

 

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.

 

On January 3, 2019, the Company issued 10,500,000, shares of common stock to a former director for the conversion of 1,750,000 shares of Class A Stock.

 

On May 23, 2019, the Company issued 100,000,000 shares of common stock to the Company’s CEO for the conversion of 4,000,000 shares of Class A Stock.

 

On May 31, 2019, the Company issued a total of 10,000,000 shares of Class A Stock to directors for compensation resulting in compensation expense of $3,100,000.

 

On July 22, 2019 and August 2, 2019, the Company issued an aggregate of 25,000,000 shares of common stock to a director of the Company for the conversion of an aggregate of 1,000,000 shares of Class A Stock.

 

 
13
 
Table of Contents

  

Common Shares

 

As of September 30, 2019, the Company’s authorized common stock is 2,000,000,000 shares at $0.0001 par value per share. 1,656,829,156 and 1,236,319,023 shares were issued and outstanding as of September 30, 2019 and December 31, 2018, respectively.

 

Shares issued during the nine months ended September 30, 2019

 

During the nine months ended September 30, 2019, the Company issued an aggregate of 97,468,049 shares of common stock to two investors for the conversion of a total of $419,500 of convertible debt and accrued interest.

 

On March 1, 2019, the Company issued an aggregate of 8,000,000 shares of common stock to a consultant for consulting services at a price of $0.10 per share. The fair value of these shares of $800,000 was included in accrued expenses as of December 31, 2018.

 

On May 16, 2019, the Company issued an aggregate of 156,058,751 shares related the acquisition of the Acquired Assets at a price of $0.0145 per share (See Note 3).

 

In August and September 2019, the Company issued an aggregate of 23,483,333 shares of common stock to consultants for services at prices ranging from $0.0130 to $0.0184 per share with an aggregate value of $324,050.

 

NOTE 7 - RELATED PARTY TRANSACTIONS

 

Accrued Officer Compensation

 

As of September 30, 2019 and December 31, 2018, a total of $525,411 and $349,000, respectively, was accrued for unpaid officer wages due the Company’s CEO and President under their respective employment agreements.

 

Other

 

As of September 30, 2019 and December 31, 2018, a total of $16,619 and $22,574 was due our CEO and our President and is included in accounts payable.

 

As of September 30, 2019 and December 31, 2018, a total of $2,892 was due the founder of DIGS and is included in accounts payable.

 

The Company’s CEO advanced the Company funds during 2019 and 2018, with a balance due of $705,000 and $585,000 respectfully, plus accrued interest of $74,910 and $18,030 as of September 30, 2019 and December 31, 2018, respectively. These balances accrue interest at 12% beginning on October 1, 2018, are unsecured and due on demand.

 

As of September 30, 2019 and December 31, 2018, a total of $18,222 and $10,738, respectively, was due to the founder of DIGS for advances to DIGS.

 

As of September 30, 2019 and December 31, 2018, a total of $32,020 was due to an entity owned by the founder of ShieldSaver for advances to ShieldSaver prior to the Company’s acquisition of ShieldSaver on August 31, 2018. The founder of ShieldSaver is also the founder of JAG and is a related party.

 

DIGS previously sub-leased space on a month-to-month basis from an entity controlled by the founder of DIGS. Total payments related to this sub-lease for the nine months ended September 30, 2019 and 2018 were $0 and $11,375, respectively.

 

See Note 6 for related party share issuances to a former director of the Company.

 

 
14
 
Table of Contents

  

NOTE 8 – COMMITMENTS AND CONTINGENCIES

 

The Company leases approximately 1,400 square feet of office space at 2999 North 44th St, Phoenix, AZ 85018 at a monthly rent of $3,375.97. The lease term expired September 2019. The Company is currently renegotiating the terms of a new lease.

 

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. 

 

See the Company’s Form 10-K for the year ended December 31, 2018 for details on our executive’s employment agreements. There have been no changes to these agreements.

 

NOTE 9 - REVENUE CLASSES

 

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,

 

 

 

2019

 

 

2018

 

 

 

 

 

 

 

 

Retail

 

$ 124,067

 

 

$ 136,317

 

Distribution

 

 

475,776

 

 

 

-

 

Services

 

 

1,570,280

 

 

 

744,840

 

Total

 

$ 2,170,123

 

 

$ 881,157

 

 

NOTE 10 – DISPOSAL OF SUBSIDIARY

 

On July 26, 2019 a Statement of Dissolution was filed with the Colorado Secretary of State dissolving JAG as a result of the Company’s strategic shift away from the glass installation services market. The dissolution resulted in a loss on disposal of subsidiary $54,798 and the elimination of JAG’s 49% non-controlling interest of $109,153 during the three months ended September 30, 2019.

 

NOTE 11 - SUBSEQUENT EVENTS

 

On October 7, 2019, the Company issued 12,254,902 shares of common stock to an investor for the conversion of $50,000 of convertible debt and accrued interest.

 

On October 9, 2019, the Company issued 3,500,000 shares of common stock to a consultant for consulting services at a price of $0.0143 per share. The value of these shares of $50,000 was included in accrued expenses as of September 30, 2019.

 

 
15
 
Table of Contents

  

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, ancillary cannabis services and blockchain solutions. 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

 

Our portfolio companies include solar installations, mobile payments, ancillary cannabis services and blockchain solutions. We have developed and released applications mainly in the mobile payments market. The Company has been able to place and develop programs directed towards providing business efficiencies to underserved markets such as the cannabis businesses. The Company has acquired a majority interest in companies as well as invested in others for equity.

 

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, 2019.

 

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, 2019.

 

Results of Operations

 

Financial Condition and Changes in Financial Condition

 

Overall Operating Results:

 

Comparison of the Three Months Ended September 30, 2019 with the Three Months Ended September 30, 2018

 

Revenue. For the three months ended September 30, 2019, we generated revenues of $1,050,374 as compared to $381,037 for the three months ended September 30, 2018. The increase of revenue was due primarily to the integration of SDS acquired on May 14, 2019.

 

Cost of Revenues. For the three months ended September 30, 2019 cost of revenue increased to $524,483 from $305,684 for the three months ended September 30, 2018. The increase was mainly due to the increase in revenue from subsidiaries acquired in August of 2018 and May 2019.

 

Consulting fees. For the three months ended September 30, 2019, consulting fees increased to $367,599 from $47,960 for the three months ended September 30, 2018, primarily due to non-cash common stock issued to consultants for services of approximately $324,000 in August and September of 2019.

 

Compensation. For the three months ended September 30, 2019, compensation decreased to $98,875 from $818,730 for the three months ended September 30, 2018, primarily due to non-cash preferred stock issued to an officer for services in September 2018.

 

Investor Relations. For the three months ended September 30, 2019, investor relations expense decreased to $2,000 from $29,674 for the three months ended September 30, 2018, primarily as a result of decreased use of investor relations consultants.

 

General and Administrative Expenses. Our general and administrative expenses increased to $654,354 for the three months ended September 30, 2019 from $284,999 for the three months ended September 30, 2018. The increase was primarily a result of additional costs related to our newly acquired subsidiaries, our new office, marketing, insurance and travel.

 

Other Income (Expense). For the three months ended September 30, 2019, other income, net was $1,307,351, compared to other expense, net of $199,691 for the three months ended September 30, 2018. The increase in other expense was primarily due to the $1,984,195 gain on change in fair value of derivative liability during the three months ended September 30, 2019.

 

 
16
 
Table of Contents

  

Net Income (Loss). The Company’s net income attributable to Singlepoint shareholders was $619,756 compared to a net loss of $1,337,583 for the three months ended September 30, 2019 and 2018, respectively. The increase in net income was mainly due to the increase in revenue, as well as the $1,984,195 gain on change in fair value of derivative liability during the three months ended September 30, 2019.

 

Comparison of the Nine Months Ended September 30, 2019 with the Nine Months Ended September 30, 2018

 

Revenue. For the nine months ended September 30, 2019, we generated revenues of $2,170,123 as compared to $881,157 for the nine months ended September 30, 2018. The increase in revenue was due primarily to the integration of SDS acquired on May 14, 2019.

 

Cost of Revenues. For the nine months ended September 30, 2019 cost of revenue increased to $1,610,394 from $652,140 for the nine months ended September 30, 2018. The increase was mainly due to the increase in revenue in SDS acquired on May 14, 2019.

 

Consulting fees. For the nine months ended September 30, 2019, consulting fees increased to $529,100 from $183,083 for the nine months ended September 30, 2018, primarily due to common stock issued to consultants for services of approximately $324,000 in August and September of 2019.

 

Compensation. For the nine months ended September 30, 2019, compensation increased to $3,377,527 from $988,669 for the nine months ended September 30, 2018, primarily due to preferred stock issued to officers for services in May 2019.

 

Professional and Legal Fees. For the nine months ended September 30, 2019, professional and legal fees increased to $208,737 from $121,204 for the nine months ended September 30, 2018, primarily due to increased costs related to our becoming fully reporting with the SEC.

 

Investor Relations. For the nine months ended September 30, 2019, investor relations expense decreased to $150,227 from $269,138 for the nine months ended September 30, 2018, primarily as a result of decreased use of investor relations consultants.

 

General and Administrative Expenses. Our general and administrative expenses increased to $1,184,617 for the nine months ended September 30, 2019 from $680,625 for the nine months ended September 30, 2018. The increase was primarily a result of additional costs related to our newly acquired subsidiaries, our new office, marketing, insurance and travel.

 

Other Income (Expense). For the nine months ended September 30, 2019, other expense, net was $3,268,880, compared to $430,434 for the nine months ended September 30, 2018. The increase in other expense was due primarily to the increase in interest expense and amortization of debt discounts as a result of our increase in convertible notes payable and the $1,617,074 loss on change in fair value of derivative liability during the nine months ended September 30, 2019.

 

Net Loss attributable to Singlepoint Shareholders. The Company’s net loss was $8,066,090 and $2,435,970 for the nine months ended September 30, 2019 and 2018, respectively. The increase in net loss was mainly due to the increases in compensation, general and administrative expenses, interest expense, amortization of debt discounts, as well as the $1,617,074 loss on change in fair value of derivative liability during the nine months ended September 30, 2019.

 

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 $294,062 in cash as of September 30, 2019. The Company has negative working capital of approximately $6.0 million, and total stockholders’ deficit of approximately $5.1 million as of September 30, 2019. As of September 30, 2019, 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.

 

 
17
 
Table of Contents

  

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 flow used in operating activities – Net cash used in operating activities was $1,312,203 for the nine months ended September 30, 2019 primarily as a result of our net loss attributable to Singlepoint shareholders of $8,066,090, partially offset by non-cash debt discount amortization expense of $1,322,297, shares of preferred stock issued for services of $3,100,000, and non-cash loss of $1,617,074 related to loss on change in fair value of derivatives. Net cash used in operating activities for the nine months ended September 30, 2018 was $1,220,701, primarily as a result of our net loss attributable to Singlepoint shareholders of $2,435,970, partially offset by non-cash common stock issued for services of $38,520 and non-cash debt discount amortization expense of $311,626, shares of preferred stock issued for services expense of $710,000, and an increase in accrued expenses of $154,054.

 

Investing Activities

 

Cash flow used in investing activities – There was no cash used or provided by investing activities for the nine months ended September 30, 2019. For the nine months ended September 30, 2018, our investing activities used cash of $185,000 primarily due to our investment in a Shield Saver.

 

Financing Activities

 

Cash flow from financing activities – During the nine months ended September 30, 2019, our financing activities provided cash of $1,537,484, primarily from $1,500,000 of proceeds from convertible notes during the period. During the nine months ended September 30, 2018, our financing activities provided cash of $512,297, primarily from advances from a related party.

 

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 nine months ended September 30, 2019, 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, 2019. 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, 2019 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.

 

 
18
 
Table of Contents

  

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

 

 

1)

lack of a functioning audit committee on our Board of Directors, resulting in ineffective oversight in the establishment and monitoring of required internal control and procedures; and

 

2)

inadequate segregation of duties consistent with control objectives

 

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

 

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

 

Changes in Internal Control over Financial Reporting

 

During the quarter ended September 30, 2019, 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.

 

 
19
 
Table of Contents

 

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

 

During the three months ended September 30, 2019, the Company issued 12,254,902 shares of common stock to an investor for the conversion of $50,000 of convertible debt and accrued interest.

 

In August and September 2019, the Company issued an aggregate of 23,483,333 shares of common stock to consultants for services at prices ranging from $0.0130 to $0.0184 per share with an aggregate value of $324,050.

 

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.

 

 
20
 
Table of Contents

  

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.

 

 
21
 
Table of Contents

  

SIGNATURES

 

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

 

 

SINGLEPOINT INC.

 

Dated: November 12, 2019

By:

/s/ Gregory P. Lambrecht

 

Gregory P. Lambrecht

 

Chief Executive Officer,

Chief Financial Officer, Director

 

 

22

 

EXHIBIT 31.1

 

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECURITIES EXCHANGE ACT OF 1934

RULE 13a-14(a) OR 15d-14(a)

 

I, Gregory Lambrecht, certify that:

 

1.

I have reviewed this Form 10-Q for Singlepoint Inc. for the quarter ended September 30, 2019;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

 

a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b.

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c.

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d.

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officer and I have disclosed, based on the most recent evaluation of internal control over financial reporting, to the registrant’s other certifying officer and registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

 

a.

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

Singlepoint Inc.

 

Date: November 12, 2019

By:

/s/ Gregory Lambrecht

 

Name:

Gregory Lambrecht

 

Title:

CEO

 

(Chief Executive Officer)

 

EXHIBIT 31.2

 

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO SECURITIES EXCHANGE ACT OF 1934

RULE 13a-14(a) OR 15d-14(a)

 

I, Gregory P. Lambrecht, certify that:

 

1.

I have reviewed this Form 10-Q for Singlepoint Inc. for the quarter ended September 30, 2019;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

 

a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b.

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c.

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d.

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officer and I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s other certifying officer and registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

 

a.

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

Singlepoint Inc.

 

Date: November 12, 2019

By:

/s/ Gregory P. Lambrecht

 

Name:

Gregory P. Lambrecht

 

Title:

Chief Executive Officer, Chief Financial Officer

 

(Principal Financial Officer)

 

EXHIBIT 32.1

 

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

The undersigned, Chief Executive Officer and Chief Financial Officer of Singlepoint Inc., hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to their knowledge, the Quarterly Report on Form 10-Q of Singlepoint Inc. for quarter ended September 30, 2019, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in the Quarterly Report on Form 10-Q fairly presents in all material respects the financial condition and results of operations of Singlepoint Inc.

 

Date: November 12, 2019

By:

/s/ Gregory P. Lambrecht

 

Gregory P. Lambrecht

 

Chief Executive Officer, Chief Financial Officer

 

(Principal Executive Officer and Principal Financial Officer)

 

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signatures that appear in typed form within the electronic version of this written statement required by Section 906, has been provided to Singlepoint Inc. and will be retained by Singlepoint Inc. and furnished to the Securities and Exchange Commission or its staff upon request.